77548 Federal Register / Vol. 79, No. 247 / Wednesday, December 24, 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)(ii). 

4 17 CFR 240.19b–4(f)(2). 

5A Member is defined as ‘‘any registered broker 

or dealer that has been admitted to membership in 

the Exchange.’’ See Exchange Rule 1.5(n). 

be documented in the minutes of the 

meeting of the Board, together with the 

trustees’ basis for the finding. 

10. Any new Sub-Advisory 

Agreement or any amendment to an 

existing Investment Advisory 

Agreement or Sub-Advisory Agreement 

for a Fund relying on the Order that 

directly or indirectly results in an 

increase in the aggregate advisory fee 

rate payable by the Fund will be 

submitted to the Fund’s shareholders for 

approval. 

11. In the event the Commission 

adopts a rule under the Act providing 

substantially similar relief to that in the 

Order, the requested Order will expire 

on the effective date of that rule. 

12. Each Fund relying on the Order 

and any Feeder Fund will disclose in its 

registration statement the Aggregate Fee 

Disclosure. 

13. Independent Legal Counsel, as 

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

has been and will continue to be 

engaged to represent the Independent 

Trustees. The selection of such counsel 

will be within the discretion of the thenexisting Independent Trustees. 

14. The Adviser will provide the 

Board, no less frequently than quarterly, 

with information about the profitability 

of the Adviser on a per-Fund basis for 

each Fund relying on the Order. The 

information will reflect the impact on 

profitability of the hiring or termination 

of any Sub-Adviser during the 

applicable quarter. 

15. Whenever a Sub-Adviser is hired 

or terminated, the Adviser will provide 

the Board with information showing the 

expected impact on the profitability of 

the Adviser. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–30128 Filed 12–23–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73881; File No. SR–BYX– 

2014–040] 

Self-Regulatory Organizations; BATS 

Y-Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Related to Fees for Use 

of BATS Y-Exchange, Inc. 

December 18, 2014. 

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 December 

12, 2014, BATS Y-Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BYX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Exchange has designated the proposed 

rule change as one establishing or 

changing a member due, fee, or other 

charge imposed by the Exchange under 

section 19(b)(3)(A)(ii) of the Act 3 and 

Rule 19b–4(f)(2) thereunder,4 which 

renders the proposed rule change 

effective upon filing with the 

Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

The Exchange filed a proposal to 

make several non-substantive 

amendments to the fee schedule 

applicable to Members 5 and nonmembers of the Exchange pursuant to 

BYX Rules 15.1(a) and (c). Changes to 

the fee schedule pursuant to this 

proposal are effective upon filing. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://www.batstrading.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 

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 parts 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 make a 

number of clarifying, non-substantive 

changes to its fee schedule in order to 

convert the existing fee schedule into a 

chart format, including eliminating 

certain redundancies from and 

providing additional clarity to the 

language in the existing fee schedule. 

The Exchange believes that these 

changes will provide greater 

transparency to Members about how the 

Exchange assesses fees and calculates 

rebates, as well as allowing Members to 

more easily validate their bills on a 

monthly basis. The Exchange notes that 

none of these changes substantively 

amend any fee or rebate, nor do they 

alter the manner in which the Exchange 

assesses fees or calculates rebates. 

Specifically, the Exchange is proposing 

the following: 

• To make clear that rebates are 

indicated by parentheses. 

• To state the following: The rates 

listed in the Standard Rates table apply 

unless a Member’s transaction is 

assigned a fee code other than a 

standard fee code. If a Member’s 

transaction is assigned a fee code other 

than a standard fee code, the rates listed 

in the Fee Codes table will apply. 

Footnotes provide further explanatory 

text or, where annotated to fee codes, 

indicate variable rate changes, provided 

the conditions in the footnote are met. 

Unless otherwise noted, all routing fees 

or rebates in the Fee Codes and 

Associated Fees table are for removing 

liquidity from the destination venue. 

• To add a section and chart titled 

‘‘Standard Rates,’’ which will include 

the standard fees and rebates for 

securities priced both at or above $1.00 

and below $1.00 for adding liquidity, 

removing liquidity, and routing and 

removing liquidity from another venue 

as well as the standard fee codes 

associated with these rates. 

• To add a section titled ‘‘Fee Codes 

and Associated Fees,’’ which will 

include the fee or rebate, the fee code, 

and a description for each possible 

execution that could occur on the 

Exchange or on another venue. 

• To add a section titled 

‘‘Definitions,’’ which will include 

definitions that are defined in the 

current fee schedule. The Exchange also 

notes that ‘‘Other Non-Displayed 

Liquidity’’ will not be included in 

‘‘Definitions’’ because, as proposed, it is 

captured in the section titled ‘‘Fee 

Codes and Associated Fees.’’ These 

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Federal Register / Vol. 79, No. 247 / Wednesday, December 24, 2014 / Notices 77549 

6 15 U.S.C. 78f. 

7 15 U.S.C. 78f(b)(4) and (5). 

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

9 17 CFR 240.19b–4(f)(2). 

include the definitions listed below, 

which are identical to definitions 

contained on the Exchange’s current fee 

schedule. All references to ‘‘per share’’ 

mean ‘‘per share executed.’’ ‘‘ADAV’’ 

means average daily volume calculated 

as the number of shares added per day 

on a monthly basis. The Exchange 

excludes from its calculation of ADAV 

shares added on any day that the 

Exchange’s system experiences a 

disruption that lasts for more than 60 

minutes during regular trading hours 

(‘‘Exchange System Disruption’’), on any 

day with a scheduled early market close 

and on the last Friday in June (the 

‘‘Russell Reconstitution Day’’). Routed 

shares are not included in ADAV 

calculation. With prior notice to the 

Exchange, a Member may aggregate 

ADAV with other Members that control, 

are controlled by, or are under common 

control with such Member (as 

evidenced on such Member’s Form BD). 

‘‘TCV’’ means total consolidated volume 

calculated as the volume reported by all 

exchanges and trade reporting facilities 

to a consolidated transaction reporting 

plan for the month for which the fees 

apply. The Exchange excludes from its 

calculation of TCV volume on any day 

that the Exchange experiences an 

Exchange System Disruption, on any 

day with a scheduled early market close 

and the Russell Reconstitution Day. 

• To add a section titled ‘‘General 

Notes,’’ that will include the following 

notes: Unless otherwise indicated, 

rebates and charges for adding, 

removing or routing liquidity are listed 

as per share rebates and charges; the 

Exchange notes that to the extent a 

Member does not qualify for any of the 

tiers listed below, the rates listed in the 

above section titled ‘‘Fee Codes and 

Associated Fees’’ will apply; to the 

extent a Member qualifies for higher 

rebates and/or lower fees than those 

provided by a tier for which such 

Member qualifies, the higher rebates 

and/or lower fees shall apply; and 

variable rates provided by tiers apply 

only to executions in securities priced at 

or above $1.00. 

• To add a series of footnotes 

describing already existing enhanced 

rebates including Add Volume Tier, 

Mid-Point Peg Tier, and NBBO Setter 

Tier that are not covered in the Fee 

Codes and Associated Fees section 

described above. 

• To add a series of footnotes 

describing all fees and rebates for 

securities priced below $1.00 that either 

execute on the Exchange or another 

venue, to the extent applicable. 

• To add new sections and charts 

titled ‘‘Logical Port Fees’’ and ‘‘Market 

Data Fees,’’ which, other than being in 

chart form, will be identical to the 

current fee schedule. 

• To eliminate the lead-in text that 

reads ‘‘The following is the Schedule of 

Fees (pursuant to Rule 15.1(a) and (c)) 

for BATS Y-Exchange, Inc. (‘‘BYX 

Exchange’’ or ‘‘BYX’’).’’ 

The Exchange proposes to implement 

the amendments to its fee schedule 

effective immediately. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder that 

are applicable to a national securities 

exchange, and, in particular, with the 

requirements of section 6 of the Act.6

Specifically, the Exchange believes that 

the proposed rule change is consistent 

with sections 6(b)(4) of the Act and 

6(b)(5) of the Act,7 in that it provides for 

the equitable allocation of reasonable 

dues, fees and other charges among 

members and other persons using any 

facility or system which the Exchange 

operates or controls. The Exchange 

notes that it operates in a highly 

competitive market in which market 

participants can readily direct order 

flow to competing venues if they deem 

fee levels at a particular venue to be 

excessive. 

The Exchange believes that the 

proposed changes are reasonable and 

equitable because they are nonsubstantive and the Exchange is not 

changing any fees or rebates that apply 

to trading activity on the Exchange or 

routed executions. Further, the changes 

are designed to make the fee schedule 

easier to read and for Members to 

validate the bills that they receive from 

the Exchange. The Exchange also 

believes that the proposal is nondiscriminatory because it applies 

uniformly to all Members, and again, 

the Exchange is not making any changes 

to existing fees and rebates. Finally, the 

Exchange believes that the proposed fee 

schedule will be clearer and less 

confusing for investors and will 

eliminate potential investor confusion, 

thereby removing impediments to and 

perfecting the mechanism of a free and 

open market and a national market 

system, and, in general, protecting 

investors and the public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

To the contrary, the Exchange believes 

that the changes will both make the fee 

schedule easier to read and 

simultaneously provide Members with 

an easier way to validate their bills on 

a monthly basis, both of which the 

Exchange believes are important 

components of customer service and 

which will allow the Exchange to better 

compete for order flow. The Exchange 

reiterates that the changes are only to 

the format of the fee schedule and are 

entirely non-substantive. As stated 

above, the Exchange notes that it 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if the [sic] deem fee structures to 

be unreasonable or excessive. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange has not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any written 

comments from members or other 

interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

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

of the Act 8 and paragraph (f)(2) of Rule 

19b–4 thereunder.9 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 

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 

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77550 Federal Register / Vol. 79, No. 247 / Wednesday, December 24, 2014 / Notices 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Exchange Act Release No. 73640 (Nov. 19, 

2014), 79 FR 70237 (Nov. 25, 2014) (SR– 

NYSEMKT–2014–93) (‘‘Supervision Filing’’). 

4The Exchange’s NYSE affiliate has also 

submitted a proposed rule change to amend NYSE 

Rule 342 to delete the requirements incorporated 

from the related NYSE Interpretation that every 

branch office or sales manager must have at least 

three years’ experience as a registered 

representative or substantial experience in a related 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BYX–2014–040 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–BYX–2014–040. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–BYX– 

2014–040 and should be submitted on 

or before January 14, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–30124 Filed 12–23–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73882; File No. SR– 

NYSEMKT–2014–101] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending Rule 342— 

Equities To Remove the Three Years’ 

Experience Requirement for 

Supervisory Personnel and To Add 

Supplementary Material to Rule 3110— 

Equities Stating That Supervisors Must 

Reasonably Discharge Their 

Supervisory Duties and Obligations 

December 18, 2014. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on December 8, 2014, NYSE MKT LLC 

(‘‘NYSE MKT’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been substantially prepared by the 

Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. The Exchange 

has designated the proposed rule change 

as constituting a ‘‘non-controversial’’ 

rule change under Exchange Act Rule 

19b–4(f)(6), which renders the proposal 

effective upon receipt of this filing by 

the Commission. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

NYSE MKT Rule 342—Equities (‘‘Rule 

342’’) to remove the three years’ 

experience requirement for supervisory 

personnel and to add supplementary 

material to NYSE MKT Rule 3110— 

Equities (‘‘Rule 3110’’) stating that 

supervisors must reasonably discharge 

their supervisory duties and obligations. 

The text of the proposed rule change is 

available on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

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 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, 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 

Rule 342 to remove the three years’ 

experience requirement for supervisory 

personnel. The Exchange also proposes 

to add supplementary material to Rule 

3110 to further clarify that supervisors 

must reasonably discharge their 

supervisory duties and obligations. 

Rule 342 (Compliance Supervisors) 

As part of the Exchange’s efforts to 

harmonize its rules concerning 

supervision with those of the Financial 

Industry Regulatory Authority 

(‘‘FINRA’’), the Exchange recently 

amended Rule 342 by deleting elements 

of the rule relating to general 

supervision and focusing the rule on 

requirements regarding qualifications 

and exam requirements for individuals 

with supervisory responsibilities.3 As 

part of those amendments, the Exchange 

incorporated the following requirements 

for supervisory personnel into Rule 

342(a) contained in the Interpretation to 

New York Stock Exchange (‘‘NYSE’’) 

Rule 342: 

• Every branch office or sales 

manager must have at least three years’ 

experience as a registered representative 

or substantial experience in a related 

sales or managerial position (the new 

rule provided examples of roles that 

would qualify as a related sales or 

managerial position); and 

• In order to qualify as a supervisory 

person, a principal executive should 

have at least three years’ experience as 

a registered representative unless 

granted an exception. 

The Exchange proposes to delete 

these requirements from Rule 342(a) as 

inconsistent with prior amendments to 

NYSE Rule 342 on which the 

Exchange’s rule is based.4 Specifically, 

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