80_FR_50842 80 FR 50681 - Archstone Alternative Solutions Fund and A.P. Management Company, LLC; Notice of Application

80 FR 50681 - Archstone Alternative Solutions Fund and A.P. Management Company, LLC; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 161 (August 20, 2015)

Page Range50681-50683
FR Document2015-20550

Summary of Application: Applicants request an order to permit a registered closed-end management investment company to issue multiple classes of shares (``Classes'') with varying sales loads and to impose asset-based service and/or distribution fees. Applicants: Archstone Alternative Solutions Fund (``Fund'') and A.P. Management Company, LLC (``Adviser'').

Federal Register, Volume 80 Issue 161 (Thursday, August 20, 2015) 
[Federal Register Volume 80, Number 161 (Thursday, August 20, 2015)]
[Notices]
[Pages 50681-50683]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-20550]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31761; File No. 812-14434]


Archstone Alternative Solutions Fund and A.P. Management Company, 
LLC; Notice of Application

August 14, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (the ``Act'') for an exemption from sections 18(c) 
and 18(i) of the Act and for an order pursuant to section 17(d) of the 
Act and rule 17d-1 under the Act.

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SUMMARY: Summary of Application: Applicants request an order to permit 
a registered closed-end management investment company to issue multiple 
classes of shares (``Classes'') with varying sales loads and to impose 
asset-based service and/or distribution fees.
    Applicants: Archstone Alternative Solutions Fund (``Fund'') and 
A.P. Management Company, LLC (``Adviser'').

DATES: Filing Dates: The application was filed on March 19, 2015 and 
amended on July 14, 2015.
    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 September 9, 2015, and should be accompanied by proof of 
service on the 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 
reasons 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: 360 Madison Avenue, 
20th Floor, New York, NY 10017.

FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202) 
551-6870, 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 Fund will be a continuously offered non-diversified, closed-
end management investment company registered under the Act and 
organized as a Delaware statutory trust. The Adviser, a New York 
limited liability company, is registered as an investment adviser under 
the Investment Advisers Act of 1940 and serves as investment adviser to 
the Fund.
    2. The Fund will continuously offer its shares pursuant to its 
currently effective registration statement under the Securities Act of 
1933 (``Securities Act'').\1\ The Fund's shares are not listed on any 
securities exchange and do not trade on an over-the-counter system such 
as Nasdaq. Applicants do not expect that any secondary market will 
develop for the Fund's shares.
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    \1\ Shares of the Fund will only be sold to ``accredited 
investors'' as defined in regulation D under the Securities Act.
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    3. The Fund currently intends to offer a Class of shares at net 
asset value per share (``NAV'') which will not be subject to any sales 
load or distribution and/or service fees. The Fund proposes to offer an 
additional Class of shares that will adopt a distribution and service 
plan in compliance with rules 12b-1 and 17d-3 under the Act as if such 
rules applied to closed-end management investment companies 
(``Distribution and Service Plan'') and which may be subject to a sales 
load, a distribution fee (``Distribution Fee''), and/or a service fee 
(``Service Fee'').\2\
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    \2\ All Classes of shares will be subject to an ``early 
withdrawal charge'' (``Repurchase Fee'') if a shareholder has shares 
repurchased during the first eleven months following such 
shareholder's initial investment in the Fund. The Repurchase Fee 
will apply equally to all shareholders of a Fund, regardless of 
Class, consistent with section 18 of the Act and rule 18f-3 
thereunder. With respect to any waiver of, scheduled variation in, 
or elimination of the Repurchase Fee, the Fund will comply with rule 
22d-1 under the Act as if the Repurchase Fee were a contingent 
deferred sales charge (``CDSC'') and as if the Fund were an open-end 
investment company and the Fund's waiver of, scheduled variation in, 
or elimination of the Repurchase Fee will apply uniformly to all 
shareholders of the Fund regardless of Class.
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    4. In order to provide a limited degree of liquidity to 
shareholders, the Fund may from time to time offer to repurchase shares 
at their then-current NAV in accordance with rule 13e-4 under the 1934 
Act pursuant to written

[[Page 50682]]

tenders by shareholders. Repurchases of the Fund's shares are made at 
such times, in such amounts and on such terms as may be determined by 
the board of trustees of the Fund (``Board'') in its sole discretion. 
The Adviser anticipates recommending that the Board authorize the Fund 
to offer to repurchase shares from shareholders quarterly.
    5. Applicants represent that any asset-based Distribution and 
Service Fees will comply with the provisions of rule 2830(d) of the 
Conduct Rules of the National Association of Securities Dealers, Inc. 
(``NASD Conduct Rule 2830'').\3\ Applicants also represent that the 
Fund will disclose in its prospectus, the fees, expenses and other 
characteristics of each Class offered for sale by the prospectus, as is 
required for open-end, multiple class funds under Form N-1A. As if it 
were an open-end management investment company, the Fund will disclose 
fund expenses in shareholder reports, and disclose in its prospectus 
any arrangements that result in breakpoints in, or elimination of, 
sales loads.\4\ Applicants will also comply with any requirements that 
may be adopted by the Commission or FINRA regarding disclosure at the 
point of sale and in transaction confirmations about the costs and 
conflicts of interest arising out of the distribution of open-end 
investment company shares, and regarding prospectus disclosure of sales 
loads and revenue sharing arrangements as if those requirements applied 
to the Fund and any distributor of shares of the Fund.\5\
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    \3\ Any references to NASD Conduct Rule 2830 include any 
successor or replacement Financial Industry Regulatory Authority 
Rule to NASD Conduct Rule 2830.
    \4\ See Shareholder Reports and Quarterly Portfolio Disclosure 
of Registered Management Investment Companies, Investment Company 
Act Release No. 26372 (Feb. 27, 2004) (adopting release); and 
Disclosure of Breakpoint Discounts by Mutual Funds, Investment 
Company Act Release No. 26464 (June 7, 2004) (adopting release).
    \5\ See Confirmation Requirements and Point of Sale Disclosure 
Requirements for Transactions in Certain Mutual Funds and Other 
Securities, and Other Confirmation Requirement Amendments, and 
Amendments to the Registration Form for Mutual Funds, Investment 
Company Act Release No. 26341 (Jan. 29, 2004) (proposing release).
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    6. The Fund will allocate all expenses incurred by it among the 
various Classes based on net assets of the Fund attributable to each 
such Class, except that the NAV and expenses of each Class will reflect 
the expenses associated with the Distribution and Service Plan of that 
Class (if any), and any other incremental expenses of that Class 
(including transfer agency fees, if any). Expenses of the Fund 
allocated to a particular Class of the Fund's shares will be borne on a 
pro rata basis by each outstanding share of that Class. Applicants 
state that the Fund will comply with the provisions of rule 18f-3 under 
the Act as if it were an open-end investment company.
    7. In the event the Fund imposes a CDSC, applicants will comply 
with the provisions of rule 6c-10 under the Act, as if that rule 
applied to closed-end management investment companies. With respect to 
any waiver of, scheduled variation in, or elimination of the CDSC, the 
Fund will comply with the requirements of rule 22d-1 under the Act as 
if the Fund were an open-end investment company.

Applicants' Legal Analysis

Multiple Classes of Shares

    1. Section 18(c) of the Act provides, in relevant part, that a 
closed-end investment company may not issue or sell any senior security 
if, immediately thereafter, the company has outstanding more than one 
class of senior security. Applicants state that the creation of 
multiple Classes of the Fund may be prohibited by section 18(c).
    2. Section 18(i) of the Act provides that each share of stock 
issued by a registered management investment company will be a voting 
stock and have equal voting rights with every other outstanding voting 
stock. Applicants state that permitting multiple Classes of the Fund 
may violate section 18(i) of the Act because each Class would be 
entitled to exclusive voting rights with respect to matters solely 
related to that Class.
    3. Section 6(c) 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 the Act, or from any 
rule under the Act, if and to the extent 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 request an exemption under section 
6(c) from sections 18(c) and 18(i) to permit the Fund to issue multiple 
Classes.
    4. Applicants submit that the proposed allocation of expenses and 
voting rights among multiple classes is equitable and will not 
discriminate against any group or class of shareholders. Applicants 
submit that the proposed system would permit the Fund to facilitate the 
distribution of Classes through diverse distribution channels and would 
provide investors with a broader choice of shareholder options. 
Applicants assert that the proposed closed-end investment company 
multiple class structure does not raise the concerns underlying section 
18 of the Act to any greater degree than open-end investment companies' 
multiple class structures that are permitted by rule 18f-3 under the 
Act. Applicants state the Fund will comply with the provisions of rule 
18f-3 as if it were an open-end investment company. Applicants believe 
that the requested relief meets the standards of Section 6(c) of the 
1940 Act.

CDSCs

    5. Applicants believe that the requested relief meets the standards 
of section 6(c) of the Act. Rule 6c-10 under the Act permits open-end 
investment companies to impose CDSCs, subject to certain conditions. 
Applicants state that the Fund does not anticipate imposing CDSCs and 
would only do so in compliance with rule 6c-10 under the Act as if that 
rule were applied to closed-end investment companies. The Fund also 
will make all required disclosures in accordance with the requirements 
of Form N-1A concerning CDSCs. Applicants further state that, in the 
event the Fund imposes CDSCs, the Fund will apply the CDSCs (and any 
waivers or scheduled variations of the CDSCs) uniformly to all 
shareholders in a given class and consistently with the requirements of 
rule 22d-1 under the Act.

Asset-Based Service and/or Distribution Fees

    6. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
an affiliated person of a registered investment company or an 
affiliated person of such person, acting as principal, from 
participating in or effecting any transaction in which such registered 
company is a joint or a joint and several participant unless the 
Commission issues an order permitting the transaction. In reviewing 
applications submitted under section 17(d) and rule 17d-1, the 
Commission considers whether the participation of the investment 
company in a joint enterprise or joint arrangement is consistent with 
the provisions, policies and purposes of the Act, and the extent to 
which the participation is on a basis different from or less 
advantageous than that of other participants.
    7. Rule 17d-3 under the Act provides an exemption from section 
17(d) and rule 17d-1 to permit open-end investment companies to enter 
into distribution arrangements pursuant to rule 12b-1 under the Act. 
Applicants request an order under section 17(d) and rule 17d-1 under 
the Act to permit the

[[Page 50683]]

Fund to impose Distribution Fees and/or Service Fees. Applicants have 
agreed to comply with rules 12b-1 and 17d-3 as if those rules applied 
to closed-end investment companies.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition:
    Applicants will comply with the provisions of rules 6c-10, 12b-1, 
17d-3, 18f-3 and 22d-1 under the Act, as amended from time to time or 
replaced, as if those rules applied to closed-end management investment 
companies, and will comply with the NASD Conduct Rule 2830, as amended 
from time to time, as if that rule applied to all closed-end management 
investment companies.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-20550 Filed 8-19-15; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 80, No. 161 / Thursday, August 20, 2015 / Notices 50681 Electronic Comments SECURITIES AND EXCHANGE SUPPLEMENTARY INFORMATION: The COMMISSION following is a summary of the • Use the Commission’s Internet application. The complete application comment form (http://www.sec.gov/ [Investment Company Act Release No. may be obtained via the Commission’s rules/sro.shtml); or 31761; File No. 812–14434] Web site by searching for the file • Send an email to rule-comments@ number, or for an applicant using the sec.gov. Please include File Number SR– Archstone Alternative Solutions Fund Company name box, at http:// NASDAQ–2015–099 on the subject line. and A.P. Management Company, LLC; www.sec.gov/search/search.htm or by Notice of Application calling (202) 551–8090. Paper Comments August 14, 2015. Applicants’ Representations • Send paper comments in triplicate AGENCY: Securities and Exchange 1. The Fund will be a continuously to Secretary, Securities and Exchange Commission (‘‘Commission’’). offered non-diversified, closed-end Commission, 100 F Street NE., ACTION: Notice of an application under management investment company Washington, DC 20549–1090. section 6(c) of the Investment Company registered under the Act and organized Act of 1940 (the ‘‘Act’’) for an as a Delaware statutory trust. The All submissions should refer to File exemption from sections 18(c) and 18(i) Adviser, a New York limited liability Number SR–NASDAQ–2015–099. This of the Act and for an order pursuant to company, is registered as an investment file number should be included on the section 17(d) of the Act and rule 17d– adviser under the Investment Advisers subject line if email is used. To help the 1 under the Act. Act of 1940 and serves as investment Commission process and review your adviser to the Fund. comments more efficiently, please use SUMMARY: Summary of Application: 2. The Fund will continuously offer only one method. The Commission will Applicants request an order to permit a its shares pursuant to its currently post all comments on the Commission’s registered closed-end management effective registration statement under Internet Web site (http://www.sec.gov/ investment company to issue multiple the Securities Act of 1933 (‘‘Securities rules/sro.shtml). Copies of the classes of shares (‘‘Classes’’) with Act’’).1 The Fund’s shares are not listed submission, all subsequent varying sales loads and to impose asset- on any securities exchange and do not amendments, all written statements based service and/or distribution fees. trade on an over-the-counter system with respect to the proposed rule Applicants: Archstone Alternative such as Nasdaq. Applicants do not change that are filed with the Solutions Fund (‘‘Fund’’) and A.P. expect that any secondary market will Commission, and all written Management Company, LLC develop for the Fund’s shares. communications relating to the (‘‘Adviser’’). 3. The Fund currently intends to offer proposed rule change between the DATES: Filing Dates: The application was a Class of shares at net asset value per filed on March 19, 2015 and amended share (‘‘NAV’’) which will not be subject Commission and any person, other than on July 14, 2015. to any sales load or distribution and/or those that may be withheld from the service fees. The Fund proposes to offer public in accordance with the Hearing or Notification of Hearing: An an additional Class of shares that will provisions of 5 U.S.C. 552, will be order granting the requested relief will adopt a distribution and service plan in available for Web site viewing and be issued unless the Commission orders compliance with rules 12b-1 and 17d-3 printing in the Commission’s Public a hearing. Interested persons may under the Act as if such rules applied Reference Room, 100 F Street NE., request a hearing by writing to the to closed-end management investment Washington, DC 20549 on official Commission’s Secretary and serving companies (‘‘Distribution and Service business days between the hours of applicants with a copy of the request, Plan’’) and which may be subject to a 10:00 a.m. and 3:00 p.m. Copies of such personally or by mail. Hearing requests sales load, a distribution fee filing also will be available for should be received by the Commission (‘‘Distribution Fee’’), and/or a service by 5:30 p.m. on September 9, 2015, and fee (‘‘Service Fee’’).2 inspection and copying at the principal should be accompanied by proof of 4. In order to provide a limited degree offices of the Exchange. All comments service on the applicants, in the form of of liquidity to shareholders, the Fund received will be posted without change; an affidavit, or, for lawyers, a certificate may from time to time offer to the Commission does not edit personal of service. Pursuant to Rule 0–5 under identifying information from repurchase shares at their then-current the Act, hearing requests should state NAV in accordance with rule 13e–4 submissions. You should submit only the nature of the writer’s interest, any information that you wish to make under the 1934 Act pursuant to written facts bearing upon the desirability of a available publicly. All submissions hearing on the matter, the reasons for 1 Shares of the Fund will only be sold to should refer to File Number SR– the request, and the issues contested. ‘‘accredited investors’’ as defined in regulation D NASDAQ–2015–099, and should be Persons who wish to be notified of a under the Securities Act. 2 All Classes of shares will be subject to an ‘‘early submitted on or before September 10, hearing may request notification by withdrawal charge’’ (‘‘Repurchase Fee’’) if a 2015.15 writing to the Commission’s Secretary. shareholder has shares repurchased during the first For the Commission, by the Division of ADDRESSES: Secretary, U.S. Securities eleven months following such shareholder’s initial Trading and Markets, pursuant to delegated and Exchange Commission, 100 F Street investment in the Fund. The Repurchase Fee will apply equally to all shareholders of a Fund, authority. NE., Washington, DC 20549–1090; regardless of Class, consistent with section 18 of the Robert W. Errett, Applicants: 360 Madison Avenue, 20th Act and rule 18f-3 thereunder. With respect to any Floor, New York, NY 10017. waiver of, scheduled variation in, or elimination of tkelley on DSK3SPTVN1PROD with NOTICES Deputy Secretary. the Repurchase Fee, the Fund will comply with rule [FR Doc. 2015–20545 Filed 8–19–15; 8:45 am] FOR FURTHER INFORMATION CONTACT: Jaea 22d-1 under the Act as if the Repurchase Fee were F. Hahn, Senior Counsel, at (202) 551– a contingent deferred sales charge (‘‘CDSC’’) and as BILLING CODE 8011–01–P 6870, or David P. Bartels, Branch Chief, if the Fund were an open-end investment company and the Fund’s waiver of, scheduled variation in, at (202) 551–6821 (Division of or elimination of the Repurchase Fee will apply Investment Management, Chief uniformly to all shareholders of the Fund regardless 15 17 CFR 200.30–3(a)(12). Counsel’s Office). of Class. 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50682 Federal Register / Vol. 80, No. 161 / Thursday, August 20, 2015 / Notices tenders by shareholders. Repurchases of will be borne on a pro rata basis by each proposed closed-end investment the Fund’s shares are made at such outstanding share of that Class. company multiple class structure does times, in such amounts and on such Applicants state that the Fund will not raise the concerns underlying terms as may be determined by the comply with the provisions of rule 18f– section 18 of the Act to any greater board of trustees of the Fund (‘‘Board’’) 3 under the Act as if it were an open- degree than open-end investment in its sole discretion. The Adviser end investment company. companies’ multiple class structures anticipates recommending that the 7. In the event the Fund imposes a that are permitted by rule 18f–3 under Board authorize the Fund to offer to CDSC, applicants will comply with the the Act. Applicants state the Fund will repurchase shares from shareholders provisions of rule 6c–10 under the Act, comply with the provisions of rule 18f– quarterly. as if that rule applied to closed-end 3 as if it were an open-end investment 5. Applicants represent that any asset- management investment companies. company. Applicants believe that the based Distribution and Service Fees will With respect to any waiver of, requested relief meets the standards of comply with the provisions of rule scheduled variation in, or elimination of Section 6(c) of the 1940 Act. 2830(d) of the Conduct Rules of the the CDSC, the Fund will comply with National Association of Securities CDSCs the requirements of rule 22d–1 under Dealers, Inc. (‘‘NASD Conduct Rule the Act as if the Fund were an open-end 5. Applicants believe that the 2830’’).3 Applicants also represent that investment company. requested relief meets the standards of the Fund will disclose in its prospectus, section 6(c) of the Act. Rule 6c–10 the fees, expenses and other Applicants’ Legal Analysis under the Act permits open-end characteristics of each Class offered for Multiple Classes of Shares investment companies to impose sale by the prospectus, as is required for CDSCs, subject to certain conditions. open-end, multiple class funds under 1. Section 18(c) of the Act provides, Applicants state that the Fund does not Form N–1A. As if it were an open-end in relevant part, that a closed-end anticipate imposing CDSCs and would management investment company, the investment company may not issue or only do so in compliance with rule 6c– Fund will disclose fund expenses in sell any senior security if, immediately 10 under the Act as if that rule were shareholder reports, and disclose in its thereafter, the company has outstanding applied to closed-end investment prospectus any arrangements that result more than one class of senior security. companies. The Fund also will make all in breakpoints in, or elimination of, Applicants state that the creation of required disclosures in accordance with sales loads.4 Applicants will also multiple Classes of the Fund may be the requirements of Form N–1A comply with any requirements that may prohibited by section 18(c). concerning CDSCs. Applicants further be adopted by the Commission or 2. Section 18(i) of the Act provides state that, in the event the Fund imposes FINRA regarding disclosure at the point that each share of stock issued by a CDSCs, the Fund will apply the CDSCs of sale and in transaction confirmations registered management investment (and any waivers or scheduled about the costs and conflicts of interest company will be a voting stock and variations of the CDSCs) uniformly to all arising out of the distribution of open- have equal voting rights with every shareholders in a given class and end investment company shares, and other outstanding voting stock. consistently with the requirements of regarding prospectus disclosure of sales Applicants state that permitting rule 22d–1 under the Act. loads and revenue sharing arrangements multiple Classes of the Fund may violate section 18(i) of the Act because Asset-Based Service and/or Distribution as if those requirements applied to the Fees Fund and any distributor of shares of each Class would be entitled to the Fund.5 exclusive voting rights with respect to 6. Section 17(d) of the Act and rule 6. The Fund will allocate all expenses matters solely related to that Class. 17d–1 under the Act prohibit an incurred by it among the various Classes 3. Section 6(c) of the Act provides that affiliated person of a registered based on net assets of the Fund the Commission may exempt any investment company or an affiliated attributable to each such Class, except person, security or transaction or any person of such person, acting as that the NAV and expenses of each class or classes of persons, securities or principal, from participating in or Class will reflect the expenses transactions from any provision of the effecting any transaction in which such associated with the Distribution and Act, or from any rule under the Act, if registered company is a joint or a joint Service Plan of that Class (if any), and and to the extent such exemption is and several participant unless the any other incremental expenses of that necessary or appropriate in the public Commission issues an order permitting Class (including transfer agency fees, if interest and consistent with the the transaction. In reviewing any). Expenses of the Fund allocated to protection of investors and the purposes applications submitted under section a particular Class of the Fund’s shares fairly intended by the policy and 17(d) and rule 17d–1, the Commission provisions of the Act. Applicants considers whether the participation of 3 Any references to NASD Conduct Rule 2830 request an exemption under section 6(c) the investment company in a joint include any successor or replacement Financial from sections 18(c) and 18(i) to permit enterprise or joint arrangement is Industry Regulatory Authority Rule to NASD the Fund to issue multiple Classes. consistent with the provisions, policies Conduct Rule 2830. 4 See Shareholder Reports and Quarterly Portfolio 4. Applicants submit that the and purposes of the Act, and the extent Disclosure of Registered Management Investment proposed allocation of expenses and to which the participation is on a basis Companies, Investment Company Act Release No. voting rights among multiple classes is different from or less advantageous than 26372 (Feb. 27, 2004) (adopting release); and equitable and will not discriminate that of other participants. Disclosure of Breakpoint Discounts by Mutual against any group or class of 7. Rule 17d–3 under the Act provides Funds, Investment Company Act Release No. 26464 tkelley on DSK3SPTVN1PROD with NOTICES (June 7, 2004) (adopting release). shareholders. Applicants submit that an exemption from section 17(d) and 5 See Confirmation Requirements and Point of the proposed system would permit the rule 17d–1 to permit open-end Sale Disclosure Requirements for Transactions in Fund to facilitate the distribution of investment companies to enter into Certain Mutual Funds and Other Securities, and Classes through diverse distribution distribution arrangements pursuant to Other Confirmation Requirement Amendments, and Amendments to the Registration Form for Mutual channels and would provide investors rule 12b–1 under the Act. Applicants Funds, Investment Company Act Release No. 26341 with a broader choice of shareholder request an order under section 17(d) and (Jan. 29, 2004) (proposing release). options. Applicants assert that the rule 17d–1 under the Act to permit the VerDate Sep<11>2014 17:31 Aug 19, 2015 Jkt 235001 PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 E:\FR\FM\20AUN1.SGM 20AUN1

Federal Register / Vol. 80, No. 161 / Thursday, August 20, 2015 / Notices 50683 Fund to impose Distribution Fees and/ August 6, 2015. The text of the proposed Professional Customer Posting Tiers’’). or Service Fees. Applicants have agreed rule change is available on the At present, the Exchange places a limit, to comply with rules 12b–1 and 17d–3 Exchange’s Web site at www.nyse.com, or cap, of $100,000 per month on as if those rules applied to closed-end at the principal office of the Exchange, combined Firm Proprietary Fees and investment companies. and at the Commission’s Public Broker Dealer Fees, for transactions Reference Room. clearing in the customer range, if Applicants’ Condition II. Self-Regulatory Organization’s executed in open outcry (Manual Applicants agree that any order Transactions), including fees for QCC granting the requested relief will be Statement of the Purpose of, and Statutory Basis for, the Proposed Rule transactions executed by a Floor Broker. subject to the following condition: The Firm Cap excludes Strategy Applicants will comply with the Change Executions, Royalty Fees, and firm provisions of rules 6c–10, 12b–1, 17d– In its filing with the Commission, the trades executed via a Joint Back Office 3, 18f–3 and 22d–1 under the Act, as self-regulatory organization included agreement, and Mini option contracts. amended from time to time or replaced, statements concerning the purpose of, The Exchange proposes to introduce as if those rules applied to closed-end and basis for, the proposed rule change tiered caps, with $100,000 being the management investment companies, and discussed any comments it received maximum Monthly Firm Cap, which and will comply with the NASD on the proposed rule change. The text would decrease based on the Firm or Conduct Rule 2830, as amended from of those statements may be examined at Broker Dealer achieving Tier 2 or higher time to time, as if that rule applied to the places specified in Item IV below. on the Customer and Professional all closed-end management investment The Exchange has prepared summaries, Customer Posting Tiers (‘‘Tiered Firm companies. set forth in sections A, B, and C below, Caps’’). Specifically, the higher For the Commission, by the Division of of the most significant parts of such Customer and Professional Customer Investment Management, under delegated statements. Monthly Posting Credit Tier that a Firm authority. A. Self-Regulatory Organization’s or Broker Dealer achieves, the lower the Robert W. Errett, Statement of the Purpose of, and Tiered Firm Cap, with the Cap getting Deputy Secretary. Statutory Basis for, the Proposed Rule progressively lower upon achieving [FR Doc. 2015–20550 Filed 8–19–15; 8:45 am] Change higher tiers. BILLING CODE 8011–01–P The proposed Tiered Firm Caps and 1. Purpose the corresponding Customer and The purpose of this filing is to modify Professional Customer Monthly Posting SECURITIES AND EXCHANGE the rates that Lead Market Makers and Credit Tiers are set forth in the table COMMISSION Market Makers are charged for Manual below: Executions, and to establish tiers for the [Release No. 34–75704; File No. SR– NYSEArca-2015–71] Firm and Broker Dealer Monthly Firm FIRM AND BROKER DEALER MONTHLY Cap. The Exchange proposes to FIRM CAP TIERS Self-Regulatory Organizations; NYSE implement fee changes effective on Arca, Inc.; Notice of Filing and August 6, 2015. Customer and professional cus- Immediate Effectiveness of Proposed First, the Exchange is proposing to tomer monthly posting credit tier Firm cap increase the rates that Lead Market achieved Rule Change Amending the NYSE Arca Options Fee Schedule Makers and Market Makers are charged Base or Tier 1 ............................... $100,000 for Manual Executions. Currently, Lead Tier 2 ............................................ 85,000 August 14, 2015. Market Makers are assessed a fee of Tier 3 ............................................ 80,000 Pursuant to Section 19(b)(1) 1 of the $0.09 per contract, and Market Makers Tier 4 ............................................ 75,000 Securities Exchange Act of 1934 (the a fee of $0.16 per contract, for Manual Tier 5 ............................................ 70,000 ‘‘Act’’) 2 and Rule 19b-4 thereunder,3 Executions. The Exchange proposes to Tier 6 ............................................ 65,000 notice is hereby given that, on August raise each fee $0.09 per contract, to 6, 2015, NYSE Arca, Inc. (the $0.18 for Lead Market Makers, and 2. Statutory Basis ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with $0.25 for Market Makers. With this The Exchange believes that the the Securities and Exchange proposed change, the fee for Market proposed rule change is consistent with Commission (the ‘‘Commission’’) the Makers would be the same as the fee Section 6(b) of the Act,5 in general, and proposed rule change as described in charged to Firm and Broker Dealer furthers the objectives of Sections Items I, II, and III below, which Items executions. The Lead Market Maker rate 6(b)(4) and (5) of the Act,6 in particular, have been prepared by the self- would be increased by the same because it provides for the equitable regulatory organization. The amount, while maintaining a lower rate allocation of reasonable dues, fees, and Commission is publishing this notice to for Lead Market Makers because Lead other charges among its members, solicit comments on the proposed rule Market Makers pay a monthly Rights issuers and other persons using its change from interested persons. Fee and have greater quoting facilities and does not unfairly I. Self-Regulatory Organization’s obligations. discriminate between customers, Statement of the Terms of Substance of Second, the Exchange is proposing to issuers, brokers or dealers. the Proposed Rule Change establish tiers for the Firm and Broker The Exchange believes that increasing Dealer Monthly Firm Cap that are tied the fees for Lead Market Maker and The Exchange proposes to amend the to Customer and Professional Customer Market Maker Manual executions is tkelley on DSK3SPTVN1PROD with NOTICES NYSE Arca Options Fee Schedule (‘‘Fee Monthly Posting Credit Tiers and Schedule’’). The Exchange proposes to Qualifications for Executions in Penny Tiers and Qualifications for Executions in Penny implement the fee change effective Pilot Issues 4 (‘‘Customer and Pilot Issues (setting forth the monthly volume requirements and credits applied for each tier 1 15 U.S.C.78s(b)(1). 4 See Fee Schedule, NYSE Arca Options: Trade- achieved). 2 15 U.S.C. 78a. 5 15 U.S.C. 78f(b). Related Charges for Standard Options, Customer 3 17 CFR 240.19b-4. and Professional Customer Monthly Posting Credit 6 15 U.S.C. 78f(b)(4) and (5). VerDate Sep<11>2014 17:31 Aug 19, 2015 Jkt 235001 PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 E:\FR\FM\20AUN1.SGM 20AUN1


Document Created: 2015-12-15 11:09:04
Document Modified: 2015-12-15 11:09:04
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice of an application under section 6(c) of the Investment Company Act of 1940 (the ``Act'') for an exemption from sections 18(c) and 18(i) of the Act and for an order pursuant to section 17(d) of the Act and rule 17d-1 under the Act.
ContactJaea F. Hahn, Senior Counsel, at (202) 551-6870, or David P. Bartels, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation80 FR 50681 
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