1436 Federal Register / Vol. 80, No. 6 / Friday, January 9, 2015 / Notices 

1Applicants request that the order also extend to 

future registered UITs sponsored by the Depositor 

or an entity controlling, controlled by or under 

common control with the Depositor and their 

respective series (the future UITs, together with the 

Trust, are collectively the ‘‘Trusts’’ and the series 

of the Trusts are the ‘‘Series’’). All existing entities 

that currently intend to rely on the requested order 

are named as applicants. Any other entity that relies 

on the order in the future will comply with the 

terms and conditions of the application. 

Dated: January 5, 2015. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2015–00139 Filed 1–8–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA 

Services, 100 F Street NE., 

Washington, DC 20549–2736. 

Extension: 

Rule 15g–3, SEC File No. 270–346, OMB 

Control No. 3235–0392. 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the existing collection of information 

provided for in Rule 15g–3—Broker or 

dealer disclosure of quotations and 

other information relating to the penny 

stock market (17 CFR 240.15g–3) under 

the Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.). The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

Rule 15g–3 requires that brokers and 

dealers disclose to customers current 

quotation prices or similar market 

information in connection with 

transactions in penny stocks. The 

purpose of the rule is to increase the 

level of disclosure to investors 

concerning penny stocks generally and 

specific penny stock transactions. 

The Commission estimates that 

approximately 221 broker-dealers will 

spend an average of 87 hours annually 

to comply with this rule. Thus, the total 

compliance burden is approximately 

19,245 burden-hours per year. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information shall have practical utility; 

(b) the accuracy of the agency’s 

estimates of the burden of the proposed 

collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information to be collected; and 

(d) ways to minimize the burden of the 

collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 60 days of this 

publication. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: Pamela Dyson, Acting Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE., Washington, 

DC 20549 or send an email to PRA_

Mailbox@sec.gov. 

Dated: January 5, 2015. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2015–00138 Filed 1–8–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31404; File No. 812–14381] 

Morgan Stanley Smith Barney LLC and 

Morgan Stanley Global Investment 

Solutions; Notice of Application 

January 5, 2015 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 12(d)(1)(J) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from sections 

12(d)(1)(A), (B) and (C) of the Act, and 

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

for an exemption from section 17(a) of 

the Act. 

SUMMARY: Summary of the Application: 

Applicants request an order that would 

permit certain series of a unit 

investment trust (‘‘UIT’’) registered 

under the Act to acquire shares of 

registered management investment 

companies and unit investment trusts or 

series thereof (the ‘‘Funds’’) both within 

and outside the same group of 

investment companies. 

Applicants: Morgan Stanley Smith 

Barney LLC (the ‘‘Depositor’’), and 

Morgan Stanley Global Investment 

Solutions (‘‘MS GIS’’). 

DATES: Filing Date: The application was 

filed on October 22, 2014. 

Hearing or Notification of Hearing: An 

order granting the requested relief 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 January 29, 2015, 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 the 

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: 2000 Westchester Avenue, 

Purchase, NY 10577. 

FOR FURTHER INFORMATION CONTACT: 

Emerson S. Davis, Senior Counsel, at 

(202) 551–6868, or Daniele Marchesani, 

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 Trust is a UIT registered under 

the Act.1 Each Series will be a series of 

a Trust and will offer units for sale to 

the public (‘‘Units’’). Each Series will be 

created pursuant to a trust agreement 

which will incorporate by reference a 

master trust agreement between the 

Depositor and a financial institution 

that satisfies the criteria in section 26(a) 

of the Act (the ‘‘Trustee’’). The 

Depositor is a broker dealer registered 

under the Securities Exchange Act of 

1934 and is a member of the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’). 

2. Applicants request relief to permit 

a Series to invest in registered 

investment companies or series thereof 

(‘‘Funds’’) that are (a) part of the same 

‘‘group of investment companies’’ (as 

that term is defined in section 

12(d)(1)(G) of the Act) as the Series 

(‘‘Affiliated Funds’’), and (b) not part of 


rljohnson on DSK3VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 6 / Friday, January 9, 2015 / Notices 1437 

2Any references to NASD Conduct Rule 2830 

include any successor or replacement rule to 

Conduct Rule 2830 that may be adopted by FINRA. 

3With respect to purchasing Closed-end Funds or 

Exchange-traded Fund shares, a Series may incur 

the customary brokerage commissions associated 

with purchasing any equity security on the 

secondary market. 

the same group of investment 

companies as the Series (‘‘Unaffiliated 

Funds’’). Each of the Funds will be 

registered as a closed-end management 

investment company (‘‘Closed-end 

Fund’’), an open-end management 

investment company (‘‘Open-end 

Fund’’) or a UIT. An Unaffiliated Fund 

that is a UIT is referred to as an 

‘‘Unaffiliated Underlying Trust.’’ An 

Unaffiliated Fund that is a Closed-end 

Fund or Open-end Fund is referred to as 

an ‘‘Unaffiliated Underlying Fund.’’ 

Certain of the Funds may be registered 

as Open-end Funds or UITs, but have 

received exemptive relief in order that 

their shares may be traded at 

‘‘negotiated prices’’ on a national 

securities exchange in the same manner 

as other equity securities (the 

‘‘Exchange-traded Funds’’). Shares of 

Exchange-traded Funds and Closed-end 

Funds will be deposited in a Series at 

prices which are based on the market 

value of the securities, as determined by 

an evaluator. The Depositor does not 

have discretion as to when portfolio 

securities of a Series will be sold, except 

that the Depositor is authorized to sell 

securities in extremely limited 

circumstances described in the Series’ 

prospectus. 

3. Applicants state that the requested 

relief will provide investors with a 

practical, cost-efficient means of 

investing in a professionally selected, 

diversified portfolio of securities of 

investment companies. Each Series may 

also make investments in securities that 

are not issued by registered investment 

companies. 

Applicants’ Legal Analysis 

A. Section 12(d)(1) 

1. Section 12(d)(1)(A) of the Act 

prohibits a registered investment 

company from acquiring shares of an 

investment company if the securities 

represent more than 3% of the total 

outstanding voting stock of the acquired 

company, more than 5% of the total 

assets of the acquiring company, or, 

together with the securities of any other 

investment companies, more than 10% 

of the value of the total assets of the 

acquiring company. Section 12(d)(1)(B) 

of the Act prohibits a registered openend investment company, its principal 

underwriter and any broker or dealer 

(‘‘Broker’’) from selling the shares of the 

investment company to another 

investment company if the sale will 

cause the acquiring company to own 

more than 3% of the acquired 

company’s voting stock, or if the sale 

will cause more than 10% of the 

acquired company’s voting stock to be 

owned by investment companies 

generally. Section 12(d)(1)(C) prohibits 

an investment company, other 

investment companies having the same 

investment adviser, and companies 

controlled by such investment 

companies, from acquiring more than 

10% of the outstanding voting stock of 

a registered closed-end investment 

company. 

2. Section 12(d)(1)(G) provides, in 

relevant part, that section 12(d)(1) will 

not apply to securities of a registered 

open-end investment company or UIT 

acquired by a registered UIT if the 

acquired company and the acquiring 

company are part of the same group of 

investment companies, provided that 

certain other requirements contained in 

section 12(d)(1)(G) are met, including 

that the only other investments held by 

the acquiring company are government 

securities and short-term paper. 

Applicants state that they may not rely 

on section 12(d)(1)(G) because a Series 

will invest in Unaffiliated Funds and 

securities other than government 

securities and short-term paper in 

addition to Affiliated Funds. 

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. 

Applicants seek an exemption under 

section 12(d)(1)(J) to permit a Series to 

purchase or otherwise acquire shares of 

the Funds in excess of the percentage 

limitations of sections 12(d)(1)(A) and 

(C), and the Open-end Funds, their 

principal underwriters and any Broker 

to sell their shares to the Series in 

excess of the percentage limitations of 

section 12(d)(1)(B). 

4. Applicants state that the proposed 

arrangement will not give rise to the 

policy concerns underlying sections 

12(d)(1)(A), (B), and (C), which include 

concerns about undue influence by a 

fund of funds over underlying funds, 

excessive layering of fees, and overly 

complex fund structures. Accordingly, 

Applicants believe that the requested 

exemption is consistent with the public 

interest and the protection of investors. 

5. Applicants state that the concern 

about undue control does not arise with 

respect to a Series’ investment in 

Affiliated Funds, as reflected in section 

12(d)(1)(G) of the Act. Applicants also 

state that the proposed arrangement will 

not result in undue influence by a Series 

or its affiliates over Unaffiliated Funds. 

Applicants have agreed that (a) the 

Depositor, (b) any person controlling, 

controlled by or under common control 

with the Depositor, and (c) any 

investment company and any issuer that 

would be an investment company but 

for section 3(c)(1) or 3(c)(7) of the Act, 

sponsored or advised by the Depositor 

(or any person controlling, controlled by 

or under common control with the 

Depositor) (collectively, the ‘‘Group’’) 

will not control (individually or in the 

aggregate) an Unaffiliated Fund within 

the meaning section 2(a)(9) of the Act. 

Applicants also note that conditions 2, 

3, 5 and 6 set forth below will address 

the concern about undue influence with 

respect to the Unaffiliated Funds. 

6. As an additional assurance that an 

Unaffiliated Underlying Fund 

understands the implications of an 

investment by a Series under the 

requested order, prior to a Series’ 

investment in the Unaffiliated 

Underlying Fund in excess of the limit 

in section 12(d)(1)(A)(i), the Series and 

the Unaffiliated Underlying Fund will 

execute an agreement stating, without 

limitation, that the Depositor and 

Trustee and the board of directors or 

trustees to the Unaffiliated Underlying 

Fund and the investment adviser(s) to 

the Unaffiliated Underlying Fund, 

understand the terms and conditions of 

the order and agree to fulfill their 

responsibilities under the order 

(‘‘Participation Agreement’’). Applicants 

note that an Unaffiliated Underlying 

Fund, including a Closed-end Fund or 

an Exchange-traded Fund, may choose 

to reject an investment from the Series 

by declining to execute the Participation 

Agreement. 

7. Applicants do not believe that the 

proposed arrangement will involve 

excessive layering of fees. Applicants 

state that any sales charges and/or 

service fees, as those terms are defined 

in Rule 2830 of the Conduct Rules of the 

NASD, Inc. (‘‘NASD Conduct Rules’’),2

charged with respect to Units of a Series 

will not exceed the limits applicable to 

a fund of funds as set forth in Rule 2830 

of the NASD Conduct Rules.3 In 

addition, the Trustee or Depositor will 

waive fees otherwise payable to it by a 

Series in an amount at least equal to any 

compensation (including fees paid 

pursuant to any plan adopted by an 

Unaffiliated Underlying Fund under 

rule 12b–1 under the Act) received from 

an Unaffiliated Fund by the Trustee or 

Depositor, or an affiliated person of the 

Trustee or Depositor, other than any 

advisory fees paid to the Trustee or 


rljohnson on DSK3VPTVN1PROD with NOTICES
1438 Federal Register / Vol. 80, No. 6 / Friday, January 9, 2015 / Notices 

4To the extent purchases and sales of shares of 

an Exchange-traded Fund occur in the secondary 

market (and not through principal transactions 

directly between a Series and an Exchange-traded 

Fund), relief from section 17(a) would not be 

necessary. The requested relief is intended to cover, 

however, transactions directly between Exchangetraded Funds and a Series. Applicants are not 

seeking relief from section 17(a) for, and the 

requested relief will not apply to, transactions 

where an Exchange-traded Fund could be deemed 

an affiliated person, or an affiliated person of an 

affiliated person, of a Series because the investment 

adviser to the Exchange-traded Fund or an entity 

controlling, controlled by or under common control 

with the investment adviser is also a depositor to 

the Series. In addition, the request for relief does 

not cover principal transactions with Closed-end 

Funds. 

Depositor or its affiliated person by an 

Unaffiliated Underlying Fund, in 

connection with the investment by the 

Series in the Unaffiliated Fund. 

8. Applicants state that the proposed 

arrangement will not create an overly 

complex fund structure. Applicants note 

that a Fund will be prohibited from 

acquiring securities of any investment 

company or company relying on section 

3(c)(1) or 3(c)(7) of the Act in excess of 

the limits contained in section 

12(d)(1)(A), except to the extent 

permitted by exemptive relief from the 

Commission permitting the Fund to 

purchase shares of other investment 

companies for short-term cash 

management purposes. Applicants also 

represent that a Series’ prospectus and 

sales literature will contain concise, 

‘‘plain English’’ disclosure designed to 

inform investors of the unique 

characteristics of the trust of funds 

structure, including, but not limited to, 

its expense structure and the additional 

expenses of investing in Funds. 

B. Section 17(a) 

1. Section 17(a) of the Act generally 

prohibits an affiliated person of a 

registered investment company, or an 

affiliated person of such a person 

(‘‘second-tier affiliate’’), acting as 

principal, from selling any security or 

other property to or acquiring any 

security or other property from the 

company. Section 2(a)(3) of the Act 

defines an ‘‘affiliated person’’ of another 

person to include (a) any person directly 

or indirectly owning, controlling, or 

holding with power to vote, 5% or more 

of the outstanding voting securities of 

the other person; (b) any person 5% or 

more of whose outstanding voting 

securities are directly or indirectly 

owned, controlled, or held with power 

to vote by the other person; and (c) any 

person directly or indirectly controlling, 

controlled by, or under common control 

with the other person. 

2. Applicants state that a Series and 

an Affiliated Fund might be deemed to 

be under the common control of the 

Depositor or an entity controlling, 

controlled by, or under common control 

with the Depositor. Applicants also state 

that a Series and a Fund might become 

‘‘affiliated persons’’ if the Series 

acquires 5% or more of the Fund’s 

outstanding voting securities. The sale 

or redemption by a Fund of its shares 

to or from a Series therefore could be 

deemed to be a principal transaction 

prohibited by Section 17(a) of the Act.4

3. 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 person 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. 

4. Applicants submit that the 

proposed transactions satisfy the 

standards for relief under sections 17(b) 

and 6(c) of the Act. Applicants state that 

the terms of the proposed transactions 

are fair and reasonable and do not 

involve overreaching. Applicants note 

that the consideration paid for the sale 

and redemption of shares of the Openend Funds and Funds that are UITs will 

be based on the net asset values of the 

Funds. Finally, applicants state that the 

proposed transactions will be consistent 

with the policies of each Series and 

Fund, and with the general purposes of 

the Act. 

Applicants’ Conditions 

Applicants agree that the order 

granting the requested relief shall be 

subject to the following conditions: 

1. The members of the Group will not 

control (individually or in the aggregate) 

an Unaffiliated Fund within the 

meaning of section 2(a)(9) of the Act. If, 

as a result of a decrease in the 

outstanding voting securities of an 

Unaffiliated Fund, the Group, in the 

aggregate, becomes a holder of more 

than 25% of the outstanding voting 

securities of the Unaffiliated Fund, the 

Group will vote its shares of the 

Unaffiliated Fund in the same 

proportion as the vote of all other 

holders of the Unaffiliated Fund’s 

shares. 

2. No Series or its Depositor, 

promoter, principal underwriter, or any 

person controlling, controlled by, or 

under common control with any of 

those entities (each, a ‘‘Series Affiliate’’) 

will cause any existing or potential 

investment by the Series in an 

Unaffiliated Fund to influence the terms 

of any services or transactions between 

the Series or Series Affiliate and the 

Unaffiliated Fund or its investment 

adviser(s), sponsor, promoter, principal 

underwriter, or any person controlling, 

controlled by, or under common control 

with any of those entities. 

3. Once an investment by a Series in 

the securities of an Unaffiliated 

Underlying Fund exceeds the limit in 

section 12(d)(1)(A)(i) of the Act, the 

board of directors or trustees of the 

Unaffiliated Underlying Fund, 

including a majority of the disinterested 

board members, will determine that any 

consideration paid by the Unaffiliated 

Underlying Fund to the Series or Series 

Affiliate in connection with any services 

or transactions: (a) Is fair and reasonable 

in relation to the nature and quality of 

the services and benefits received by the 

Unaffiliated Underlying Fund; (b) is 

within the range of consideration that 

the Unaffiliated Underlying Fund would 

be required to pay to another 

unaffiliated entity in connection with 

the same services or transactions; and 

(c) does not involve overreaching on the 

part of any person concerned. This 

condition does not apply with respect to 

any services or transactions between an 

Unaffiliated Underlying Fund and its 

investment adviser(s), or any person 

controlling, controlled by, or under 

common control with such investment 

adviser(s). 

4. The Trustee or Depositor will waive 

fees otherwise payable to it by the 

Series, in an amount at least equal to 

any compensation (including fees 

received pursuant to any plan adopted 

by an Unaffiliated Underlying Fund 

under rule 12b–1 under the Act) 

received from an Unaffiliated Fund by 

the Trustee or Depositor, or an affiliated 

person of the Trustee or Depositor, other 

than any advisory fees paid to the 

Trustee or Depositor or its affiliated 

person by an Unaffiliated Underlying 

Fund, in connection with the 

investment by a Series in the 

Unaffiliated Fund. 

5. No Series or Series Affiliate (except 

to the extent it is acting in its capacity 

as an investment adviser to an 

Unaffiliated Underlying Fund or 

sponsor to an Unaffiliated Underlying 

Trust) will cause an Unaffiliated Fund 

to purchase a security in an offering of 


rljohnson on DSK3VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 6 / Friday, January 9, 2015 / Notices 1439 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

securities during the existence of any 

underwriting or selling syndicate of 

which a principal underwriter is the 

Depositor or a person of which the 

Depositor is an affiliated person (each, 

an ‘‘Underwriting Affiliate,’’ except any 

person whose relationship to the 

Unaffiliated Fund is covered by section 

10(f) of the Act is not an Underwriting 

Affiliate). An offering of securities 

during the existence of an underwriting 

or selling syndicate of which a principal 

underwriter is an Underwriting Affiliate 

is an ‘‘Affiliated Underwriting.’’ 

6. The board of an Unaffiliated 

Underlying Fund, including a majority 

of the disinterested board members, will 

adopt procedures reasonably designed 

to monitor any purchases of securities 

by the Unaffiliated Underlying Fund in 

an Affiliated Underwriting once an 

investment by a Series in the securities 

of the Unaffiliated Underlying Fund 

exceeds the limit of section 

12(d)(1)(A)(i) of the Act, including any 

purchases made directly from an 

Underwriting Affiliate. The board of the 

Unaffiliated Underlying Fund will 

review these purchases periodically, but 

no less frequently than annually, to 

determine whether the purchases were 

influenced by the investment by the 

Series in the Unaffiliated Underlying 

Fund. The board of the Unaffiliated 

Underlying Fund will consider, among 

other things: (a) Whether the purchases 

were consistent with the investment 

objectives and policies of the 

Unaffiliated Underlying Fund; (b) how 

the performance of securities purchased 

in an Affiliated Underwriting compares 

to the performance of comparable 

securities purchased during a 

comparable period of time in 

underwritings other than Affiliated 

Underwritings or to a benchmark such 

as a comparable market index; and (c) 

whether the amount of securities 

purchased by the Unaffiliated 

Underlying Fund in Affiliated 

Underwritings and the amount 

purchased directly from an 

Underwriting Affiliate have changed 

significantly from prior years. The board 

of the Unaffiliated Underlying Fund 

will take any appropriate actions based 

on its review, including, if appropriate, 

the institution of procedures designed to 

assure that purchases of securities in 

Affiliated Underwritings are in the best 

interests of shareholders. 

7. An Unaffiliated Underlying Fund 

will maintain and preserve permanently 

in an easily accessible place a written 

copy of the procedures described in the 

preceding condition, and any 

modifications to such procedures, and 

will maintain and preserve for a period 

not less than six years from the end of 

the fiscal year in which any purchase in 

an Affiliated Underwriting occurred, the 

first two years in an easily accessible 

place, a written record of each purchase 

of securities in Affiliated Underwritings 

once an investment by a Series in the 

securities of the Unaffiliated Underlying 

Fund exceeds the limit of section 

12(d)(1)(A)(i) of the Act, setting forth 

from whom the securities were 

acquired, the identity of the 

underwriting syndicate’s members, the 

terms of the purchase, and the 

information or materials upon which 

the determinations of the board of the 

Unaffiliated Underlying Fund were 

made. 

8. Before investing in an Unaffiliated 

Underlying Fund in excess of the limit 

in section 12(d)(1)(A)(i), each Series and 

the Unaffiliated Underlying Fund will 

execute a Participation Agreement 

stating, without limitation, that the 

Depositor and Trustee, and the board of 

directors or trustees of the Unaffiliated 

Underlying Fund and the investment 

adviser(s) to the Unaffiliated Underlying 

Fund, understand the terms and 

conditions of the order and agree to 

fulfill their responsibilities under the 

order. At the time of its investment in 

shares of an Unaffiliated Underlying 

Fund in excess of the limit in section 

12(d)(1)(A)(i), a Series will notify the 

Unaffiliated Underlying Fund of the 

investment. At such time, the Series 

also will transmit to the Unaffiliated 

Underlying Fund a list of the names of 

each Series Affiliate and Underwriting 

Affiliate. The Series will notify the 

Unaffiliated Underlying Fund of any 

changes to the list of names as soon as 

reasonably practicable after a change 

occurs. The Unaffiliated Underlying 

Fund and the Series will maintain and 

preserve a copy of the order, the 

Participation Agreement, and the list 

with any updated information for the 

duration of the investment, and for a 

period not less than six years thereafter, 

the first two years in an easily accessible 

place. 

9. Any sales charges and/or service 

fees charged with respect to Units of a 

Series will not exceed the limits 

applicable to a fund of funds as set forth 

in Rule 2830 of the NASD Conduct 

Rules. 

10. No Fund will acquire securities of 

any other investment company or 

company relying on section 3(c)(1) or 

3(c)(7) of the Act in excess of the limits 

contained in section 12(d)(1)(A) of the 

Act, except to the extent permitted by 

exemptive relief from the Commission 

permitting the Fund to purchase shares 

of other investment companies for shortterm cash management purposes. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2015–00137 Filed 1–8–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73987; File No. SR– 

NYSEMKT–2014–115] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending the Fees for 

NYSE MKT OpenBook MKT Order 

Imbalances 

January 5, 2015. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on December 

23, 2014, NYSE MKT LLC (the 

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

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. 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 the 

fees for NYSE MKT OpenBook to 

establish eligibility requirements for 

redistribution on a managed nondisplay basis and to establish an access 

fee for managed non-display data 

recipients, operative on January 1, 2015. 

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 

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 


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