80_FR_8405 80 FR 8374 - SEC Advisory Committee on Small and Emerging Companies

80 FR 8374 - SEC Advisory Committee on Small and Emerging Companies

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 31 (February 17, 2015)

Page Range8374-8375
FR Document2015-03221

The Securities and Exchange Commission Advisory Committee on Small and Emerging Companies is providing notice that it will hold a public meeting on Wednesday, March 4, 2015, in Multi-Purpose Room LL- 006 at the Commission's headquarters, 100 F Street NE., Washington, DC. The meeting will begin at 9:30 a.m. (EST) and will be open to the public. The meeting will be webcast on the Commission's Web site at www.sec.gov. Persons needing special accommodations to take part because of a disability should notify the contact person listed below. The public is invited to submit written statements to the Committee. The agenda for the meeting includes matters relating to rules and regulations affecting small and emerging companies under the federal securities laws.

Federal Register, Volume 80 Issue 31 (Tuesday, February 17, 2015)
[Federal Register Volume 80, Number 31 (Tuesday, February 17, 2015)]
[Notices]
[Pages 8374-8375]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-03221]


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SECURITIES AND EXCHANGE COMMISSION

[Release Nos. 33-9724; 34-74260; File No. 265-27]


SEC Advisory Committee on Small and Emerging Companies

AGENCY: Securities and Exchange Commission.

ACTION: Notice of meeting.

-----------------------------------------------------------------------

SUMMARY: The Securities and Exchange Commission Advisory Committee on 
Small and Emerging Companies is providing notice that it will hold a 
public meeting on Wednesday, March 4, 2015, in Multi-Purpose Room LL-
006 at the Commission's headquarters, 100 F Street NE., Washington, DC. 
The meeting will begin at 9:30 a.m. (EST)

[[Page 8375]]

and will be open to the public. The meeting will be webcast on the 
Commission's Web site at www.sec.gov. Persons needing special 
accommodations to take part because of a disability should notify the 
contact person listed below. The public is invited to submit written 
statements to the Committee. The agenda for the meeting includes 
matters relating to rules and regulations affecting small and emerging 
companies under the federal securities laws.

DATES: The public meeting will be held on Wednesday, March 4, 2015. 
Written statements should be received on or before March 2, 2015.

ADDRESSES: The meeting will be held at the Commission's headquarters, 
100 F Street NE., Washington, DC. Written statements may be submitted 
by any of the following methods:

Electronic Statements

     Use the Commission's Internet submission form (http://www.sec.gov/spotlight/acsec-spotlight.shtml ); or
     Send an email message to [email protected]. Please 
include File Number 265-27 on the subject line; or

Paper Statements

     Send paper statements in triplicate to Brent J. Fields, 
Federal Advisory Committee Management Officer, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File No. 265-27. This file number 
should be included on the subject line if email is used. To help us 
process and review your statement more efficiently, please use only one 
method. The Commission will post all statements on the Advisory 
Committee's Web site (http://www.sec.gov/spotlight/acsec-spotlight.shtml).
    Statements also will be available for Web site viewing and printing 
in the Commission's Public Reference Room, 100 F Street NE., Room 1580, 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. All statements received will be posted without 
change; we do not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly.

FOR FURTHER INFORMATION CONTACT: Julie Z. Davis, Senior Special 
Counsel, at (202) 551-3460, Office of Small Business Policy, Division 
of Corporation Finance, Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-3628.

SUPPLEMENTARY INFORMATION: In accordance with Section 10(a) of the 
Federal Advisory Committee Act, 5 U.S.C.-App. 1, and the regulations 
thereunder, Keith Higgins, Designated Federal Officer of the Committee, 
has ordered publication of this notice.

     Dated: February 11, 2015.
Brent J. Fields,
Committee Management Officer.
[FR Doc. 2015-03221 Filed 2-13-15; 8:45 am]
BILLING CODE 8011-01-P



                                              8374                        Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices

                                              Fund and any distributor of shares of                   necessary or appropriate in the public                applications submitted under section
                                              the Fund.5                                              interest and consistent with the                      17(d) and rule 17d–1, the Commission
                                                 7. The Fund will allocate all expenses               protection of investors and the purposes              considers whether the participation of
                                              incurred by it among the various Classes                fairly intended by the policy and                     the investment company in a joint
                                              based on net assets of the Fund                         provisions of the Act. Applicants                     enterprise or joint arrangement is
                                              attributable to each such Class, except                 request an exemption under section 6(c)               consistent with the provisions, policies
                                              that the NAV and expenses of each                       from sections 18(c) and 18(i) to permit               and purposes of the Act, and the extent
                                              Class will reflect the expenses                         the Fund to issue multiple Classes.                   to which the participation is on a basis
                                              associated with the Distribution and                       4. Applicants submit that the                      different from or less advantageous than
                                              Service Plan of that Class (if any), and                proposed allocation of expenses and                   that of other participants.
                                              any other incremental expenses of that                  voting rights among multiple classes is                 7. Rule 17d–3 under the Act provides
                                              Class (including transfer agency fees, if               equitable and will not discriminate                   an exemption from section 17(d) and
                                              any). Expenses of the Fund allocated to                 against any group or class of                         rule 17d–1 to permit open-end
                                              a particular Class of the Fund’s shares                 shareholders. Applicants submit that                  investment companies to enter into
                                              will be borne on a pro rata basis by each               the proposed system would permit the                  distribution arrangements pursuant to
                                              outstanding share of that Class.                        Fund to facilitate the distribution of                rule 12b–1 under the Act. Applicants
                                              Applicants state that the Fund will                     Classes through diverse distribution                  request an order under section 17(d) and
                                              comply with the provisions of rule 18f–                 channels and would provide investors                  rule 17d–1 under the Act to permit the
                                              3 under the Act as if it were an open-                  with a broader choice of shareholder                  Fund to impose Distribution Fees and/
                                              end investment company.                                 options. Applicants assert that the                   or Service Fees. Applicants have agreed
                                                 8. In the event the Funds impose a                   proposed closed-end investment                        to comply with rules 12b–1 and 17d–3
                                              CDSC, applicants will comply with the                   company multiple class structure does                 as if those rules applied to closed-end
                                              provisions of rule 6c–10 under the Act,                 not raise the concerns underlying                     investment companies.
                                              as if that rule applied to closed-end                   section 18 of the Act to any greater
                                              management investment companies.                        degree than open-end investment                       Applicants’ Condition
                                              With respect to any waiver of,                          companies’ multiple class structures                     Applicants agree that any order
                                              scheduled variation in, or elimination of               that are permitted by rule 18f–3 under                granting the requested relief will be
                                              the CDSC, the Fund will comply with                     the Act. Applicants state the Fund will               subject to the following condition:
                                              the requirements of rule 22d–1 under                    comply with the provisions of rule 18f–                  Applicants will comply with the
                                              the Act as if the Fund were an open-end                 3 as if it were an open-end investment                provisions of rules 6c–10, 12b–1, 17d–
                                              investment company.                                     company.                                              3, 18f–3 and 22d–1 under the Act, as
                                              Applicants’ Legal Analysis                                                                                    amended from time to time or replaced,
                                                                                                      CDSCs
                                                                                                                                                            as if those rules applied to closed-end
                                              Multiple Classes of Shares                                5. Applicants believe that the                      management investment companies,
                                                 1. Section 18(c) of the Act provides,                requested relief meets the standards of               and will comply with the NASD
                                              in relevant part, that a closed-end                     section 6(c) of the Act. Rule 6c–10                   Conduct Rule 2830, as amended from
                                              investment company may not issue or                     under the Act permits open-end                        time to time, as if that rule applied to
                                              sell any senior security if, immediately                investment companies to impose                        all closed-end management investment
                                              thereafter, the company has outstanding                 CDSCs, subject to certain conditions.                 companies.
                                              more than one class of senior security.                 Applicants state that the Fund does not
                                                                                                                                                              For the Commission, by the Division of
                                              Applicants state that the creation of                   anticipate imposing CDSCs and would                   Investment Management, under delegated
                                              multiple Classes of the Fund may be                     only do so in compliance with rule 6c–                authority.
                                              prohibited by section 18(c).                            10 under the Act as if that rule were                 Brent J. Fields,
                                                 2. Section 18(i) of the Act provides                 applied to closed-end investment                      Secretary.
                                              that each share of stock issued by a                    companies. The Fund also will make all
                                                                                                                                                            [FR Doc. 2015–03099 Filed 2–13–15; 8:45 am]
                                              registered management investment                        required disclosures in accordance with
                                                                                                                                                            BILLING CODE 8011–01–P
                                              company will be a voting stock and                      the requirements of Form N–1A
                                              have equal voting rights with every                     concerning CDSCs. Applicants further
                                              other outstanding voting stock.                         state that, in the event the Fund imposes             SECURITIES AND EXCHANGE
                                              Applicants state that permitting                        CDSCs, the Fund will apply the CDSCs                  COMMISSION
                                              multiple Classes of the Fund may                        (and any waivers or scheduled
                                              violate section 18(i) of the Act because                variations of the CDSCs) uniformly to all             [Release Nos. 33–9724; 34–74260; File No.
                                                                                                      shareholders in a given class and                     265–27]
                                              each Class would be entitled to
                                              exclusive voting rights with respect to                 consistently with the requirements of
                                                                                                                                                            SEC Advisory Committee on Small and
                                              matters solely related to that Class.                   rule 22d–1 under the Act.
                                                                                                                                                            Emerging Companies
                                                 3. Section 6(c) of the Act provides that             Asset-Based Service and/or Distribution
                                              the Commission may exempt any                           Fees                                                  AGENCY: Securities and Exchange
                                              person, security or transaction or any                                                                        Commission.
                                              class or classes of persons, securities or                 6. Section 17(d) of the Act and rule               ACTION: Notice of meeting.
                                              transactions from any provision of the                  17d–1 under the Act prohibit an
                                              Act, or from any rule under the Act, if                 affiliated person of a registered                     SUMMARY:  The Securities and Exchange
                                              and to the extent such exemption is                     investment company or an affiliated                   Commission Advisory Committee on
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                                                                                                      person of such person, acting as                      Small and Emerging Companies is
                                                 5 See Confirmation Requirements and Point of         principal, from participating in or                   providing notice that it will hold a
                                              Sale Disclosure Requirements for Transactions in        effecting any transaction in which such               public meeting on Wednesday, March 4,
                                              Certain Mutual Funds and Other Securities, and          registered company is a joint or a joint              2015, in Multi-Purpose Room LL–006 at
                                              Other Confirmation Requirement Amendments, and
                                              Amendments to the Registration Form for Mutual
                                                                                                      and several participant unless the                    the Commission’s headquarters, 100 F
                                              Funds, Investment Company Act Release No. 26341         Commission issues an order permitting                 Street NE., Washington, DC. The
                                              (Jan. 29, 2004) (proposing release).                    the transaction. In reviewing                         meeting will begin at 9:30 a.m. (EST)


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                                                                          Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices                                                      8375

                                              and will be open to the public. The                     SUPPLEMENTARY INFORMATION:    In                      SECURITIES AND EXCHANGE
                                              meeting will be webcast on the                          accordance with Section 10(a) of the                  COMMISSION
                                              Commission’s Web site at www.sec.gov.                   Federal Advisory Committee Act, 5                     [Release No. 34–74236; File No. SR–EDGX–
                                              Persons needing special                                 U.S.C.-App. 1, and the regulations                    2015–07]
                                              accommodations to take part because of                  thereunder, Keith Higgins, Designated
                                              a disability should notify the contact                  Federal Officer of the Committee, has                 Self-Regulatory Organizations; EDGX
                                              person listed below. The public is                      ordered publication of this notice.                   Exchange, Inc.; Notice of Filing and
                                              invited to submit written statements to                                                                       Immediate Effectiveness of a Proposed
                                              the Committee. The agenda for the                         Dated: February 11, 2015.
                                                                                                                                                            Rule Change Related to Fees for Use
                                              meeting includes matters relating to                    Brent J. Fields,                                      of the Exchange
                                              rules and regulations affecting small and               Committee Management Officer.
                                              emerging companies under the federal                    [FR Doc. 2015–03221 Filed 2–13–15; 8:45 am]           February 10, 2015.
                                              securities laws.                                                                                                 Pursuant to Section 19(b)(1) of the
                                                                                                      BILLING CODE 8011–01–P
                                                                                                                                                            Securities Exchange Act of 1934 (the
                                              DATES: The public meeting will be held
                                                                                                                                                            ‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                              on Wednesday, March 4, 2015. Written                                                                          notice is hereby given that on January
                                              statements should be received on or                     SECURITIES AND EXCHANGE
                                                                                                                                                            30, 2015, EDGX Exchange, Inc. (the
                                              before March 2, 2015.                                   COMMISSION
                                                                                                                                                            ‘‘Exchange’’ or ‘‘EDGX’’) filed with the
                                              ADDRESSES: The meeting will be held at                                                                        Securities and Exchange Commission
                                                                                                      Sunshine Act Meeting.
                                              the Commission’s headquarters, 100 F                                                                          (‘‘Commission’’) the proposed rule
                                              Street NE., Washington, DC. Written                                                                           change as described in Items I, II and III
                                                                                                        Notice is hereby given, pursuant to
                                              statements may be submitted by any of                                                                         below, which Items have been prepared
                                                                                                      the provisions of the Government in the
                                              the following methods:                                                                                        by the Exchange. The Exchange has
                                                                                                      Sunshine Act, Public Law 94–409, that
                                              Electronic Statements                                                                                         designated the proposed rule change as
                                                                                                      the Securities and Exchange
                                                                                                                                                            one establishing or changing a member
                                                • Use the Commission’s Internet                       Commission will hold a proxy voting                   due, fee, or other charge imposed by the
                                              submission form (http://www.sec.gov/                    roundtable on February 19, 2015 from                  Exchange under Section 19(b)(3)(A)(ii)
                                              spotlight/acsec-spotlight.shtml ); or                   9:30 a.m. to 1:00 p.m.                                of the Act 3 and Rule 19b–4(f)(2)
                                                • Send an email message to rule-                        The roundtable will focus on                        thereunder,4 which renders the
                                              comments@sec.gov. Please include File                   universal proxy ballots and retail                    proposed rule change effective upon
                                              Number 265–27 on the subject line; or                   participation in the proxy process.                   filing with the Commission. The
                                                                                                      Roundtable panelists will be invited to               Commission is publishing this notice to
                                              Paper Statements                                                                                              solicit comments on the proposed rule
                                                                                                      discuss the state of contested director
                                                • Send paper statements in triplicate                 elections and whether changes should                  change from interested persons.
                                              to Brent J. Fields, Federal Advisory                    be made to the federal proxy rules to                 I. Self-Regulatory Organization’s
                                              Committee Management Officer,                           facilitate the use of universal proxy                 Statement of the Terms of Substance of
                                              Securities and Exchange Commission,                     ballots by management and proxy                       the Proposed Rule Change
                                              100 F Street NE., Washington, DC                        contestants. Roundtable panelists also
                                              20549–1090.                                                                                                      The Exchange filed a proposal to
                                                                                                      will be asked to discuss strategies for               amend its fees and rebates applicable to
                                              All submissions should refer to File No.                increasing retail shareholder                         Members 5 of the Exchange pursuant to
                                              265–27. This file number should be                      participation in the proxy process,                   EDGX Rule 15.1(a) and (c) (‘‘Fee
                                              included on the subject line if email is                including how technology might affect                 Schedule’’) to: (i) Amend the definitions
                                              used. To help us process and review                     retail participation.                                 of ADV and TCV to remove a provision
                                              your statement more efficiently, please                                                                       to exclude shares on each day from
                                              use only one method. The Commission                       The roundtable discussion will be
                                                                                                      held at SEC headquarters at 100 F Street              January 12, 2015 up to and including
                                              will post all statements on the Advisory                                                                      January 16, 2015; (ii) update the
                                              Committee’s Web site (http://                           NE., in Washington, DC. The roundtable
                                                                                                      will be webcast on the Commission’s                   description of fee code D to include
                                              www.sec.gov/spotlight/acsec-                                                                                  routing using the RDOT routing strategy;
                                              spotlight.shtml).                                       Web site at www.sec.gov and will be
                                                                                                                                                            (iii) delete fee codes M and U, which
                                                Statements also will be available for                 archived for later viewing. Seating for
                                                                                                                                                            route to LavaFlow; and (iv) make a
                                              Web site viewing and printing in the                    the public will be available.
                                                                                                                                                            number of non-substantive and
                                              Commission’s Public Reference Room,                     FOR FURTHER INFORMATION, PLEASE                       organizational amendments.
                                              100 F Street NE., Room 1580,                            CONTACT: The Office of the Secretary            at       The text of the proposed rule change
                                              Washington, DC 20549, on official                       (202) 551–5400.                                       is available at the Exchange’s Web site
                                              business days between the hours of                                                                            at www.batstrading.com, at the
                                              10:00 a.m. and 3:00 p.m. All statements                   Dated: February 11, 2015.                           principal office of the Exchange, and at
                                              received will be posted without change;                 Brent J. Fields,                                      the Commission’s Public Reference
                                              we do not edit personal identifying                     Secretary.                                            Room.
                                              information from submissions. You                       [FR Doc. 2015–03250 Filed 2–12–15; 11:15 am]
                                              should submit only information that                     BILLING CODE 8011–01–P
                                                                                                                                                              1 15 U.S.C. 78s(b)(1).
                                              you wish to make available publicly.                                                                            2 17 CFR 240.19b–4.
                                                                                                                                                              3 15 U.S.C. 78s(b)(3)(A)(ii).
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                                              FOR FURTHER INFORMATION CONTACT: Julie                                                                          4 17 CFR 240.19b–4(f)(2).
                                              Z. Davis, Senior Special Counsel, at                                                                            5 The term ‘‘Member’’ is defined as ‘‘any
                                              (202) 551–3460, Office of Small                                                                               registered broker or dealer, or any person associated
                                              Business Policy, Division of Corporation                                                                      with a registered broker or dealer, that has been
                                                                                                                                                            admitted to membership in the Exchange. A
                                              Finance, Securities and Exchange                                                                              Member will have the status of a ‘‘member’’ of the
                                              Commission, 100 F Street NE.,                                                                                 Exchange as that term is defined in Section 3(a)(3)
                                              Washington, DC 20549–3628.                                                                                    of the Act.’’ See Exchange Rule 1.5(n).



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Document Created: 2015-12-18 13:19:18
Document Modified: 2015-12-18 13:19:18
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 meeting.
DatesThe public meeting will be held on Wednesday, March 4, 2015. Written statements should be received on or before March 2, 2015.
ContactJulie Z. Davis, Senior Special Counsel, at (202) 551-3460, Office of Small Business Policy, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-3628.
FR Citation80 FR 8374 

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