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Federal Register / Vol. 86, No. 108 / Tuesday, June 8, 2021 / Notices
of the new Sub-Adviser pursuant to the Modified Notice and Access Procedures.
5. At all times, at least a majority of the Board will be Independent Trustees, and the selection and nomination of new or additional Independent Trustees will be placed within the discretion of the then-existing Independent Trustees.
6. Independent Legal Counsel, as defined in Rule 01a6 under the Act, will be engaged to represent the Independent Trustees. The selection of such counsel will be within the discretion of the then-existing Independent Trustees.
7. Whenever a Sub-Adviser is hired or terminated, the Adviser will provide the Board with information showing the expected impact on the profitability of the Adviser.
8. The Board must evaluate any material conflicts that may be present in a sub-advisory arrangement.
Specifically, whenever a sub-adviser change is proposed for a Sub-Advised Fund Sub-Adviser Change or the Board considers an existing SubAdvisory Agreement as part of its annual review process Sub-Adviser Review:
a The Adviser will provide the Board, to the extent not already being provided pursuant to Section 15c of the Act, with all relevant information concerning:
i Any material interest in the proposed new Sub-Adviser, in the case of a Sub-Adviser Change, or the SubAdviser in the case of a Sub-Adviser Review, held directly or indirectly by the Adviser or a parent or sister company of the Adviser, and any material impact the proposed SubAdvisory Agreement may have on that interest;
ii any arrangement or understanding in which the Adviser or any parent or sister company of the Adviser is a participant that A may have had a material effect on the proposed SubAdviser Change or Sub-Adviser Review, or B may be materially affected by the proposed Sub-Adviser Change or SubAdviser Review;
iii any material interest in a SubAdviser held directly or indirectly by an officer or Trustee of the Sub-Advised Fund, or an officer or board member of the Adviser other than through a pooled investment vehicle not controlled by such person; and iv any other information that may be relevant to the Board in evaluating any potential material conflicts of interest in the proposed Sub-Adviser Change or Sub-Adviser Review.
b the Board, including a majority of the Independent Trustees, will make a separate finding, reflected in the Board
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minutes, that the Sub-Adviser Change or continuation after Sub-Adviser Review is in the best interests of the SubAdvised Fund and its shareholders and, based on the information provided to the Board, does not involve a conflict of interest from which the Adviser, a SubAdviser, any officer or Trustee of the Sub-Advised Fund, or any officer or board member of the Adviser derives an inappropriate advantage.
9. Each Sub-Advised Fund will disclose in its registration statement the Aggregate Fee Disclosure.
10. In the event that the Commission adopts a rule under the Act providing substantially similar relief to that in the order requested in the application, the requested order will expire on the effective date of that rule.
11. Any new Sub-Advisory Agreement or any amendment to an existing Investment Advisory Agreement or Sub-Advisory Agreement that directly or indirectly results in an increase in the aggregate advisory fee rate payable by the Sub-Advised Fund will be submitted to the Sub-Advised Funds shareholders for approval.
For the Commission, by the Division of Investment Management, under delegated authority.
J. Matthew DeLesDernier, Assistant Secretary.
FR Doc. 202111917 Filed 6721; 8:45 am BILLING CODE 801101P

SECURITIES AND EXCHANGE
COMMISSION
Release No. 3492090; File No. SRMIAX
202122

Self-Regulatory Organizations; Miami International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Delay Implementation of an Amendment to Rule 518, Complex Orders, To Permit Legging Through the Simple Market June 2, 2021.

Pursuant to Section 19b1 of the Securities Exchange Act of 1934
Act,1 and Rule 19b4 thereunder,2
notice is hereby given that on May 21, 2021, Miami International Securities Exchange, LLC MIAX Options or the Exchange filed with the Securities and Exchange Commission Commission the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Exchange filed the proposed rule change 1 15
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U.S.C. 78sb1.
CFR 240.19b4.

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pursuant to Section 19b3Aiii of the Act 3 and Rule 19b4f6
thereunder.4 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
I. Self-Regulatory Organizations Statement of the Terms of Substance of the Proposed Rule Change The Exchange is filing a proposal to delay implementation of the change to allow a component of a complex order 5
that legs into the Simple Order Book 6 to execute at a price that is outside the NBBO.7
The text of the proposed rule change is available on the Exchanges website at http www.miaxoptions.com/rulefilings/ at MIAX Options principal office, and at the Commissions Public Reference Room.
II. Self-Regulatory Organizations Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements.

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U.S.C. 78sb3Aiii.
CFR 240.19b4f6.
5 A complex order is any order involving the concurrent purchase and/or sale of two or more different options in the same underlying security the legs or components of the complex order, for the same account, in a ratio that is equal to or greater than one-to-three .333 and less than or equal to three-to-one 3.00 and for the purposes of executing a particular investment strategy. Minioptions may only be part of a complex order that includes other mini-options. Only those complex orders in the classes designated by the Exchange and communicated to Members via Regulatory Circular with no more than the applicable number of legs, as determined by the Exchange on a classby-class basis and communicated to Members via Regulatory Circular, are eligible for processing. See Exchange Rule 518a5.
6 The Simple Order Book is the Exchanges regular electronic book of orders and quotes. See Exchange Rule 518a15.
7 The term NBBO means the national best bid or offer as calculated by the Exchange based on market information received by the Exchange from the appropriate Securities Information Processor SIP. See Exchange Rule 518a14.
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