80_FR_29457 80 FR 29359 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change Relating to the Listing and Trading of the Shares of the PowerShares DB Optimum Yield Diversified Commodity Strategy Portfolio, PowerShares Agriculture Commodity Strategy Portfolio, PowerShares Precious Metals Commodity Strategy Portfolio, PowerShares Energy Commodity Strategy Portfolio, PowerShares Base Metals Commodity Strategy Portfolio and PowerShares Bloomberg Commodity Strategy Portfolio, Each a Series of PowerShares Actively Managed Exchange-Traded Commodity Fund Trust

80 FR 29359 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change Relating to the Listing and Trading of the Shares of the PowerShares DB Optimum Yield Diversified Commodity Strategy Portfolio, PowerShares Agriculture Commodity Strategy Portfolio, PowerShares Precious Metals Commodity Strategy Portfolio, PowerShares Energy Commodity Strategy Portfolio, PowerShares Base Metals Commodity Strategy Portfolio and PowerShares Bloomberg Commodity Strategy Portfolio, Each a Series of PowerShares Actively Managed Exchange-Traded Commodity Fund Trust

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 98 (May 21, 2015)

Page Range29359-29364
FR Document2015-12284

Federal Register, Volume 80 Issue 98 (Thursday, May 21, 2015)
[Federal Register Volume 80, Number 98 (Thursday, May 21, 2015)]
[Notices]
[Pages 29359-29364]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-12284]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74979; File No. SR-NASDAQ-2015-049]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing of Proposed Rule Change Relating to the Listing and 
Trading of the Shares of the PowerShares DB Optimum Yield Diversified 
Commodity Strategy Portfolio, PowerShares Agriculture Commodity 
Strategy Portfolio, PowerShares Precious Metals Commodity Strategy 
Portfolio, PowerShares Energy Commodity Strategy Portfolio, PowerShares 
Base Metals Commodity Strategy Portfolio and PowerShares Bloomberg 
Commodity Strategy Portfolio, Each a Series of PowerShares Actively 
Managed Exchange-Traded Commodity Fund Trust

May 15, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

[[Page 29360]]

(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on April 30, 2015, The NASDAQ Stock Market LLC (``Nasdaq'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in in Items I 
and II below, which Items have been prepared by Nasdaq. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Nasdaq proposes a rule change with respect to PowerShares DB 
Optimum Yield Diversified Commodity Strategy Portfolio, PowerShares 
Agriculture Commodity Strategy Portfolio, PowerShares Precious Metals 
Commodity Strategy Portfolio, PowerShares Energy Commodity Strategy 
Portfolio, PowerShares Base Metals Commodity Strategy Portfolio and 
PowerShares Bloomberg Commodity Strategy Portfolio (each, a ``Fund,'' 
and collectively, the ``Funds''), each a series of PowerShares Actively 
Managed Exchange-Traded Commodity Fund Trust (the ``Trust'').
    The rule change is being filed to reflect a proposed change to the 
current principal investment strategies of each Fund (which are set 
forth in detail in an order previously granted by the Commission \3\) 
to permit each Fund to invest in additional instruments and asset types 
as part of their principal investment strategies, in addition to the 
investments permitted by the Prior Order.
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    \3\ See Securities Exchange Act Release No. 73078 (Sept. 11, 
2014), 79 FR 55851 (Sept. 17, 2014) (SR-NASDAQ-2014-80) (the ``Prior 
Notice''); see also Securities Exchange Act Release No. 73471 
(October 30, 2014), 79 FR 65751 (Nov. 5, 2014) (SR-NASDAQ-2014-080) 
(the ``Prior Order,'' and, together with the Prior Notice, the 
``Prior Release'').
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    Except for the changes discussed below, all other facts presented 
and representations made in the Prior Release remain unchanged and in 
full effect. All capitalized terms referenced but not defined herein 
have the same meaning as in the Prior Release.
    The text of the proposed rule change is available at http://nasdaq.cchwallstreet.com/, at Nasdaq's principal office, 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, Nasdaq included statements 
concerning the purpose of, and basis for, the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. Nasdaq has prepared summaries, set forth in Sections A, 
B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Each Fund is an actively managed exchange-traded fund (``ETF'') 
whose shares (``Shares'') are offered, or will be offered, by the 
Trust, a statutory trust organized under the laws of Delaware. The 
Trust is registered with the Commission as an investment company and 
has filed a registration statement on Form N-1A with the Commission.\4\ 
The Commission previously approved the listing and trading on the 
Exchange of the Shares of each Fund \5\ under Nasdaq Rule 5735, which 
governs the listing and trading of Managed Fund Shares \6\ on the 
Exchange.\7\ Shares of PowerShares DB Optimum Yield Diversified 
Commodity Strategy Portfolio have commenced listing and trading on the 
Exchange; Shares of the other Funds have not.
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    \4\ A description of each Fund's investment strategy is set 
forth in the Trust's registration statement on Form N-1A that the 
Trust filed with the Commission (the ``Registration Statement''). 
See Pre-effective Amendment No. 1 to the Registration Statement for 
the Trust, dated May 20, 2014 (File Nos. 333-193135 and 811-22927) 
(for each of PowerShares Agriculture Commodity Strategy Portfolio, 
PowerShares Precious Metals Commodity Strategy Portfolio, 
PowerShares Energy Commodity Strategy Portfolio and PowerShares Base 
Metals Commodity Strategy Portfolio). The descriptions of the Funds 
and the Shares contained herein are based, in part, on information 
in the Registration Statement.
    \5\ See supra, note 4 [sic].
    \6\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (the ``1940 Act'') organized 
as an open-end investment company or similar entity that invests in 
a portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies. In contrast, 
an open-end investment company that issues Index Fund Shares, listed 
and traded on the Exchange under Nasdaq Rule 5705, seeks to provide 
investment results that correspond generally to the price and yield 
performance of a specific foreign or domestic stock index, fixed 
income securities index or combination thereof.
    \7\ The Commission approved Nasdaq Rule 5735 in Securities 
Exchange Act Release No. 57962 (June 13, 2008), 73 FR 35175 (June 
20, 2008) (SR- NASDAQ-2008-039).
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    In this proposed rule change, the Exchange proposes to permit the 
listing or continued listing of the Shares if the Funds revise their 
investment strategies to include additional instruments in their 
portfolios to implement their investment objectives.\8\
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    \8\ The changes described herein will be effective contingent 
upon effectiveness of a post-effective amendment to the Registration 
Statement of the Trust, on behalf of each Fund. The changes 
described herein will not be implemented until such proposed rule 
change is declared operative.
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Principal Investments
    As stated in the Prior Release, each Fund's investment objective is 
to seek long-term capital appreciation. The Prior Release states that 
each Fund seeks to achieve its investment objective by investing, under 
normal circumstances,\9\ in a combination of: (i) A wholly-owned 
subsidiary organized under the laws of the Cayman Islands (each, a 
``Subsidiary,'' and collectively, the ``Subsidiaries''), (ii) 
``exchange-traded products or exchange-traded commodity pools,'' \10\ 
and (iii) U.S. Treasury Securities, money market mutual funds, high 
quality commercial paper and similar instruments (``Collateral 
Instruments'').\11\
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    \9\ The term ``under normal circumstances'' includes, but is not 
limited to, the absence of extreme volatility or trading halts in 
the equity, commodities and futures markets or the financial markets 
generally; operational issues causing dissemination of inaccurate 
market information; or force majeure type events such as systems 
failure, natural or manmade disaster, act of God, armed conflict, 
act of terrorism, riot or labor disruption, or any similar 
intervening circumstance.
    \10\ Specifically, the Prior Release noted that the Funds will 
invest in: (1) ETFs that provide exposure to commodities as would be 
listed under Nasdaq Rules 5705 and 5735; (2) exchange-traded notes 
(``ETNs'') that provide exposure to commodities as would be listed 
under Nasdaq Rule 5710; or (3) exchange-traded pooled investment 
vehicles that invest primarily in commodities and commodity-linked 
instruments as would be listed under Nasdaq Rules 5711(b), (d), (f), 
(g), (h), (i), and (j) (``Commodity Pool'' or ``Commodity Pools'').
    \11\ For a Fund's purposes, money market instruments will 
include: Short-term, high quality securities issued or guaranteed by 
non-U.S. governments, agencies, and instrumentalities; non-
convertible corporate debt securities with remaining maturities of 
not more than 397 days that satisfy ratings requirements under Rule 
2a-7 of the 1940 Act; money market mutual funds; and deposits and 
other obligations of U.S. and non-U.S. banks and financial 
institutions.
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    The Prior Release also states that each Subsidiary will invest in 
exchange-traded futures contracts linked to commodities (``Commodities 
Futures'') to provide its parent Fund with additional indirect exposure 
to the commodities markets. Each Fund's investment in its Subsidiary is 
designed to help the Fund obtain exposure to Commodities Futures 
returns in a

[[Page 29361]]

manner consistent with the federal tax requirements applicable to 
regulated investment companies, such as the Funds, which limit the 
ability of investment companies to invest directly in derivative 
instruments such as the Commodities Futures.
    In this proposed rule change, the Funds seek the ability for the 
Funds and the Subsidiaries, as applicable, to also invest in a variety 
of other securities and instruments beyond those set forth in the Prior 
Release, as follows:
     Each Fund, which already may invest in ETFs, ETNs and 
Commodity Pools, seeks to also invest in: (i) Other investment 
companies,\12\ to the extent permitted under the 1940 Act,\13\ and (ii) 
exchange-traded commodity-linked equity securities \14\ (collectively, 
these are ``Commodity-Related Assets'').
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    \12\ In addition to ETFs, the other investment companies will 
consist of non-exchange traded U.S. registered open-end investment 
companies (mutual funds), closed-end investment companies traded on 
U.S. exchanges, or exchange-traded non-U.S. investment companies 
traded on foreign exchanges.
    \13\ Each Fund's investment in securities of other investment 
companies may exceed the limits permitted under the 1940 Act, in 
accordance with certain terms and conditions set forth in a 
Commission exemptive order issued to an affiliate of the Trust 
(which applies equally to the Trust) pursuant to Section 12(d)(1)(J) 
of the 1940 Act. See Investment Company Act Release No. 30029 (Apr. 
10, 2012) (File No. 812-13795) or, in the case of non-U.S. 
investment companies, pursuant to SEC No-Action relief. See Red 
Rocks Capital, LLC (pub. avail. June 3, 2011).
    \14\ Exchange-traded commodity-linked equity securities 
(``Equity Securities'') will be comprised of exchange-traded common 
stocks of companies that operate in commodities, natural resources 
and energy businesses, and in associated businesses, as well as 
companies that provide services or have exposure to such businesses.
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     Each Subsidiary, which already may invest in Commodities 
Futures, now also seeks to invest in: (i) Exchange traded futures 
contracts on commodity indices, (ii) commodity-linked notes,\15\ (iii) 
ETNs, (iv) exchange-traded options on Commodities Futures 
(``Options''),\16\ (v) centrally-cleared or over the counter (``OTC'') 
swaps on commodities (``Swaps'') and (vi) commodity-related forward 
contracts (``Forwards'') (collectively, these are ``Commodity-Linked 
Instruments''), which provide exposure to the investment returns of the 
commodities markets, without investing directly in physical 
commodities.
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    \15\ Such commodity-linked notes generally will not be exchange-
traded; however it is possible that in the future some of those 
instruments could be listed for trading on an exchange.
    \16\ The Prior Release noted that with respect to Commodities 
Futures held indirectly through a Subsidiary, not more than 10% of 
the weight of such Commodities Futures in the aggregate shall 
consist of instruments whose principal trading market is not a 
member of the Intermarket Surveillance Group (``ISG'') or a market 
with which the Exchange does not have a comprehensive surveillance 
sharing agreement. The Funds now clarify that Options and commodity 
index futures will be subject to the same restrictions as 
Commodities Futures, and that Options and commodity index futures 
will be considered in the aggregate with Commodities Futures. 
Therefore, with respect to Commodities Futures, commodity index 
futures and Options, not more than 10% of the weight of such 
Commodities Futures, commodity index futures, and Options, in the 
aggregate, shall consist of instruments whose principal trading 
market is not a member of the ISG or a market with which the 
Exchange does not have a comprehensive surveillance sharing 
agreement. This 10% limitation applicable to Commodities Futures, 
commodity index futures, and Options, in the aggregate, is separate 
from the 10% limitation applicable to exchange traded equity 
securities described infra, and is determined separately from this 
other limitation.
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     In addition, each Fund may hold instruments that its 
respective Subsidiary is entitled to hold, and vice versa, to the 
extent consistent with federal tax requirements.
    The Prior Release noted that all of the exchange-traded securities 
held by a Fund will be traded in a principal trading market that is a 
member of ISG or a market with which the Exchange has a comprehensive 
surveillance sharing agreement. The Funds propose to invest in Equity 
Securities, closed-end funds, ETFs, ETNs, Commodity Pools and non-U.S. 
investment companies that are not traded in a principal trading market 
that is a member of ISG or a market with which the Exchange has a 
comprehensive surveillance sharing agreement; however, not more than 
10% of each Fund's investments in these investments (in the aggregate) 
will be invested in instruments that trade in markets that are not 
members of the ISG or that are not parties to a comprehensive 
surveillance sharing agreement with the Exchange.
    These additional instruments are intended to support each Fund's 
principal investment strategy by providing each Fund with the 
flexibility to obtain additional exposure to the investment returns of 
the commodities markets within the limits of applicable federal tax 
requirements and without investing directly in physical commodities. 
Each Fund, either directly or through its respective Subsidiary, will 
only invest in those commodity-linked notes, OTC Swaps, Forwards, or 
other over-the-counter instruments that are based on the price of 
relevant Commodities Futures, as applicable, and tend to exhibit 
trading prices or returns that correlate with any Commodities Futures 
and that will further the investment objective of such Fund.\17\ The 
Funds represent that the descriptions of the original asset types 
included in the Prior Release remain unchanged, and that the Funds and 
their Subsidiaries will adhere to all investment restrictions set forth 
in the Prior Release as they apply to the original asset types. The 
Funds also represent that the investments in these additional asset 
types will be consistent with each Fund's investment objective.
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    \17\ Each Fund will enter into swap agreements and other over-
the-counter transactions only with large, established and well 
capitalized financial institutions that meet certain credit quality 
standards and monitoring policies. Each Fund will use various 
techniques to minimize credit risk, including early termination, or 
reset and payment of such investments, the use of different 
counterparties or limiting the net amount due from any individual 
counterparty.
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    In conjunction with this proposed change to add various instruments 
to the Funds' principal investment strategies, the following 
information supplements or updates, as applicable, the information 
contained in the Prior Release. Except for these changes, all other 
facts presented and representations made in the Prior Release remain 
unchanged and in full effect.
Net Asset Value
    As stated in the Prior Release, the Funds' administrator will 
calculate each Fund's net asset value (``NAV'') per Share as of the 
close of regular trading (normally 4:00 p.m., Eastern time (``E.T.'')) 
on each day Nasdaq is open for business. NAV per Share is calculated by 
taking the market price of a Fund's total assets, including interest or 
dividends accrued but not yet collected, less all liabilities, and 
dividing such amount by the total number of Shares outstanding. The 
Prior Release describes how various securities and instruments held by 
each Fund or its Subsidiary--including ETFs, ETNs and Commodities 
Futures--will be valued to calculate each Fund's NAV.
    The Funds now represent that, in addition to the foregoing as set 
forth in the Prior Release: (i) Equity Securities, ETNs, and futures on 
commodity indices will be valued at the last sales price or the 
official closing price on the exchange where such securities 
principally trade; (ii) investment companies will be valued using such 
company's end of the day NAV per share, unless the shares are exchange-
traded, in which case they will be valued at the last sales price or 
official closing price on the exchanges on which they primarily trade; 
(iii) Options generally will be valued at the closing price (and, if no 
closing price is available, at the mean of the last bid/ask quotations) 
generally from the exchange where such instruments principally

[[Page 29362]]

trade; and (iv) Swaps, commodity-linked notes and Forwards generally 
will be valued based on quotations from a pricing vendor (such 
quotations being derived from available market- and company-specific 
data), all in accordance with valuation procedures adopted by the Board 
of Trustees of the Trust.
    All other valuation procedures pertaining to the Funds, and as set 
forth in the Prior Release, are unchanged.
Availability of Information
    The Prior Release states that, on each business day, before 
commencement of trading in Shares in the Regular Market Session \18\ on 
the Exchange, each Fund will disclose on its Web site the identities 
and quantities of its portfolio of securities and other assets (the 
``Disclosed Portfolio'' as defined in Nasdaq Rule 5735(c)(2)) held by 
such Fund and its Subsidiary, which will form the basis for each Fund's 
calculation of NAV at the end of the business day. The Prior Release 
also stated that the Disclosed Portfolio will include, as applicable, 
the names, quantity, percentage weighting, and other characteristics of 
securities and other assets held by a Fund and its Subsidiary. 
Additionally, the Prior Release includes information on where investors 
may obtain quotation and last sale information for the various 
securities and instruments held by a Fund, including that quotation and 
last sale information for any underlying Commodities Futures is 
available via the quote and trade service of such Commodities Futures' 
primary exchanges.
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    \18\ See Nasdaq Rule 4120(b)(4) (describing the three trading 
sessions on the Exchange: (1) Pre-Market Session from 4 a.m. to 9:30 
a.m. E.T.; (2) Regular Market Session from 9:30 a.m. to 4 p.m. or 
4:15 p.m. E.T.; and (3) Post-Market Session from 4 p.m. or 4:15 p.m. 
to 8 p.m. E.T.).
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    In addition to the foregoing, the Funds will disclose on a daily 
basis on the Funds' Web site the following information regarding each 
portfolio holding, as applicable to the type of holding: Ticker symbol, 
CUSIP number or other identifier, if any; a description of the holding 
(including the type of holding), the identity of the security or other 
asset or instrument underlying the holding, if any; for options, the 
option strike price; for Swaps, a description of the type of Swap; 
quantity held (as measured by, for example, par value, notional value 
or number of shares, contracts or units); maturity date, if any; coupon 
rate, if any; effective date, if any; market value of the holding; and 
percentage weighting of the holding in the Fund's portfolio. The Web 
site information will be publicly available at no charge.
    Intra-day price information on the exchange-traded assets held by 
the Fund and the Subsidiary, including the Equity Securities, ETNs, 
Options, exchange-traded investment companies (including closed-end 
funds) and exchange-traded futures contracts on commodity indices will 
be available via the quote and trade service of the respective 
exchanges on which they principally trade. Additionally, price 
information on Swaps, commodity-linked notes, Forwards and non-exchange 
traded investment companies will be available from major broker-dealer 
firms or through subscription services, such as Bloomberg, Markit and 
Thomson Reuters, which can be accessed by entities that have entered 
into an authorized participant agreement with the Trust and other 
investors.
Surveillance
    First, as noted in the Prior Release, trading in the Shares will be 
subject to the existing trading surveillances, administered by both 
Nasdaq and also the Financial Industry Regulatory Authority 
(``FINRA''), on behalf of the Exchange, which are designed to detect 
violations of Exchange rules and applicable federal securities 
laws.\19\ FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Commodities Futures, ETFs, ETNs and Commodity 
Pools held by a Fund or a Fund's Subsidiary, as applicable, with other 
markets and other entities that are members of the ISG.\20\ FINRA and 
the Exchange each may obtain trading information regarding trading in 
the Commodities Futures, ETFs, ETNs and Commodity Pool held by such 
Fund or its Subsidiary, as applicable, from such markets and other 
entities (as long as, for the Exchange, such markets and other entities 
are members of ISG or have in place a comprehensive surveillance 
sharing agreement with the Exchange). FINRA and the Exchange will 
similarly be able to obtain information regarding the spot market 
prices of the commodities underlying any commodity-linked notes, OTC 
Swaps, or forward contracts.
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    \19\ FINRA surveils trading on the Exchange pursuant to a 
regulatory services agreement. The Exchange is responsible for 
FINRA's performance under this regulatory services agreement.
    \20\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio may trade on markets that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement.
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    In addition to the foregoing: (i) FINRA, on behalf of the Exchange, 
will communicate as needed regarding trading information it can obtain 
relating to exchange-traded or centrally-cleared equity securities and 
assets held by a Fund or its Subsidiary, as applicable, which include 
exchange-traded Commodity-Related Assets and exchange-traded or 
centrally-cleared Commodity-Linked Instruments, with other markets and 
other entities that are members of the ISG; (ii) FINRA may obtain 
trading information regarding trading in exchange-traded equity 
securities and other assets held by each Fund and each Subsidiary, as 
applicable, from such markets and other entities; and (iii) the 
Exchange may obtain information regarding trading in exchange-traded 
equity securities and other assets held by each Fund and each 
Subsidiary from such markets and other entities (as long as such 
markets and other entities are members of ISG or have in place a 
comprehensive surveillance sharing agreement with the Exchange). The 
Exchange has a general policy prohibiting the distribution of material, 
non-public information by its employees.
    Second, the Prior Release states that all of the exchange-traded 
equity securities held by a Fund will be traded in a principal trading 
market that is a member of the ISG or a market with which the Exchange 
has a comprehensive surveillance sharing agreement, and that with 
respect to Commodities Futures held indirectly through a Subsidiary, 
not more than 10% of the weight of such Commodities Futures, in the 
aggregate, shall consist of instruments whose principal trading market 
is not a member of the ISG or a market with which the Exchange does not 
have a comprehensive surveillance sharing agreement. The Funds now 
clarify that Options and commodity index futures will be subject to the 
same restrictions as Commodities Futures, and that Options and 
commodity index futures will be considered in the aggregate with 
Commodities Futures. Therefore, with respect to Commodities Futures, 
commodity index futures and Options, not more than 10% of the weight 
\21\ of such Commodities Futures, commodity index futures, and Options, 
in the aggregate, shall consist of instruments whose principal trading 
market is not a member of the ISG or a market with which the Exchange 
does not have a comprehensive surveillance sharing agreement. 
Additionally, not more than 10% of each Fund's investments in Equity 
Securities, closed-end funds, ETFs, ETNs,

[[Page 29363]]

Commodity Pools and non-U.S. investment companies (in the aggregate) 
will be invested in securities that trade in markets that are not 
members of the ISG or that are not parties to a comprehensive 
surveillance sharing agreement with the Exchange.
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    \21\ To be calculated as the value of the contract divided by 
the total absolute notional value of a Subsidiary's instruments.
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    Beyond the changes described above, there are no changes to any 
other information included in the Prior Release, and all other facts 
presented and representations made in the Prior Release remain true and 
in effect. The Trust confirms that each Fund will continue to comply 
with all initial and continued listing requirements under Nasdaq Rule 
5735.
2. Statutory Basis
    Nasdaq believes that the proposal is consistent with Section 6(b) 
of the Act in general, and Section 6(b)(5) of the Act in particular, in 
that it is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, and to remove impediments to and perfect 
the mechanism of a free and open market and in general, to protect 
investors and the public interest.
    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will continue to be listed and traded on the Exchange pursuant 
to the initial and continued listing criteria in Nasdaq Rule 5735. The 
Exchange represents that trading in the Shares will be subject to the 
existing trading surveillances, administered by both Nasdaq and FINRA, 
on behalf of the Exchange, which are designed to detect violations of 
Exchange rules and applicable federal securities laws and are adequate 
to properly monitor trading in the Shares in all trading sessions. In 
addition, paragraph (g) of Nasdaq Rule 5735 further requires that 
personnel who make decisions on the open-end fund's portfolio 
composition must be subject to procedures designed to prevent the use 
and dissemination of material, non-public information regarding the 
open-end fund's portfolio. Each Fund's and its Subsidiary's investments 
will be consistent with such Fund's investment objective.
    FINRA may obtain information via ISG from other exchanges that are 
members of ISG. In addition, the Exchange may obtain information 
regarding trading in the Shares, Equity Securities, Commodities 
Futures, ETFs, ETNs, and Commodity Pools held by each Fund or its 
Subsidiary, as applicable, from markets and other entities that are 
members of ISG, which includes securities and futures exchanges, or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement. In addition, as noted in the Prior Release, the 
Exchange may obtain information from TRACE, which is the FINRA-
developed vehicle that facilitates mandatory reporting of over-the-
counter secondary market transactions in eligible fixed income 
securities. With respect to Commodities Futures held indirectly through 
a Subsidiary, not more than 10% of the weight of such Commodities 
Futures, in the aggregate, shall consist of instruments whose principal 
trading market is not a member of ISG or a market with which the 
Exchange does not have a comprehensive surveillance sharing agreement.
    Options and commodity index futures will be subject to the same 
restrictions as Commodities Futures, and Options and commodity index 
futures will be considered in the aggregate with Commodities Futures. 
Therefore, with respect to Commodities Futures, commodity index futures 
and Options, not more than 10% of the weight \22\ of such Commodities 
Futures, commodity index futures, and Options, in the aggregate, shall 
consist of instruments whose principal trading market is not a member 
of the ISG or a market with which the Exchange does not have a 
comprehensive surveillance sharing agreement. Additionally, not more 
than 10% of each Fund's investments in Equity Securities, closed-end 
funds, ETFs, ETNs, Commodity Pools and non-U.S. investment companies 
(in the aggregate) will be invested in securities that trade in markets 
that are not members of the ISG or that are not parties to a 
comprehensive surveillance sharing agreement with the Exchange.
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    \22\ To be calculated as the value of the contract divided by 
the total absolute notional value of a Subsidiary's instruments.
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    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that the Exchange will obtain a representation from the issuer of the 
Shares that the NAV per Share will be calculated daily and that the NAV 
and the Disclosed Portfolio will be made available to all market 
participants at the same time. In addition, a large amount of 
information will be publicly available regarding the Funds and the 
Shares, thereby promoting market transparency. Moreover, as noted in 
the Prior Release, the Intraday Indicative Value, available on the 
NASDAQ OMX Information LLC proprietary index data service will be 
widely disseminated by one or more major market data vendors at least 
every 15 seconds during the Regular Market Session. On each business 
day, before commencement of trading in Shares in the Regular Market 
Session on the Exchange, each Fund will disclose on its Web site the 
Disclosed Portfolio of the Fund and the Subsidiary that will form the 
basis for such Fund's calculation of NAV at the end of the business 
day. Information regarding market price and trading volume of the 
Shares will be continually available on a real-time basis throughout 
the day on brokers' computer screens and other electronic services, and 
quotation and last sale information for the Shares will be available 
via Nasdaq proprietary quote and trade services, as well as in 
accordance with the Unlisted Trading Privileges and the Consolidated 
Tape Association plans for the Shares. Intra-day price information on 
the exchange-traded assets held by a Fund and its Subsidiary, including 
the Equity Securities, ETFs, exchange traded investment companies 
(including closed-end funds) and exchange-traded futures contracts on 
commodity indexes will be available via the quote and trade service of 
the respective exchanges on which they primarily trade, as well as in 
accordance with the Unlisted Trading Privileges and the Consolidated 
Tape Association plans. Quotation and last sale information for any 
underlying Commodities will be available via the quote and trade 
service of their respective primary exchanges. Intra-day price 
information on the exchange-traded assets held by the Fund and the 
Subsidiary, including the Equity Securities, ETNs, Options, exchange-
traded investment companies (including closed-end funds) and exchange-
traded futures contracts on commodity indices will be available via the 
quote and trade service of the respective exchanges on which they 
principally trade. Additionally, price information on Swaps, commodity-
linked notes, Forwards and non-exchange traded investment companies 
will be available from major broker-dealer firms or through 
subscription services, such as Bloomberg, Markit and Thomson Reuters, 
which can be accessed by entities that have signed authorized 
participant agreements with a Fund and other investors.
    As noted above and in the Prior Release, the Funds' Web site will 
include a form of the prospectus for each Fund and additional data 
relating to NAV and other applicable

[[Page 29364]]

quantitative information. Moreover, prior to the commencement of 
trading, the Exchange will inform its members in an Information 
Circular of the special characteristics and risks associated with 
trading the Shares. Trading in Shares of a Fund will be halted under 
the conditions specified in Nasdaq Rules 4120 and 4121 or because of 
market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable, and trading in the Shares will 
be subject to Nasdaq Rule 5735(d)(2)(D), which sets forth circumstances 
under which Shares of a Fund may be halted. In addition, as noted 
above, investors will have ready access to information regarding each 
Fund's holdings, the Intraday Indicative Value, the Disclosed 
Portfolio, and quotation and last sale information for the Shares.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the continued listing and 
trading of additional types of actively-managed exchange-traded 
products that will enhance competition among market participants, to 
the benefit of investors and the marketplace.
    For the above reasons, Nasdaq believes the proposed rule change is 
consistent with the requirements of Section 6(b)(5) of the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The instruments and asset 
types proposed to be added by this rule change, in connection with 
those approved in the Prior Order, are consistent with the instruments 
and asset types utilized by other actively managed funds in the 
marketplace. The investment strategies utilized by the Funds, however, 
remain different from other issues of Managed Fund Shares traded on the 
Exchange, and therefore provide investors with another choice of 
Managed Fund Shares. Moreover, the Exchange believes that the proposed 
changes will enhance competition among existing issues of Managed Fund 
Shares and will facilitate the trading of additional types of actively-
managed exchange-traded funds, all to the benefit of investors and the 
marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will: 
(a) By order approve or disapprove such proposed rule change; or (b) 
institute proceedings to determine whether the proposed rule change 
should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2015-049 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street NE., Washington, DC 20549.

All submissions should refer to File Number SR-NASDAQ-2015-049. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site http://www.sec.gov/rules/sro.shtml. 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for Web site viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE., Washington, 
DC 20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of Nasdaq. All comments received 
will be posted without change; the Commission does not edit personal 
identifying information from submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NASDAQ-2015-049 and should be submitted 
on or before June 11, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

    \23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-12284 Filed 5-20-15; 8:45 am]
BILLING CODE 8011-01-P



                                                                                Federal Register / Vol. 80, No. 98 / Thursday, May 21, 2015 / Notices                                                    29359

                                              discriminatory as all Market Makers are                    C. Self-Regulatory Organization’s                       rules/sro.shtml). Copies of the
                                              eligible to receive the higher tier Market                 Statement on Comments on the                            submission, all subsequent
                                              Maker Plus rebates based on the                            Proposed Rule Change Received From                      amendments, all written statements
                                              percentage of time that they maintain                      Members, Participants, or Others                        with respect to the proposed rule
                                              quotes at the NBBO. Furthermore, the                         The Exchange has not solicited, and                   change that are filed with the
                                              Exchange does not believe that it is                       does not intend to solicit, comments on                 Commission, and all written
                                              unfairly discriminatory to offer these                     this proposed rule change. The                          communications relating to the
                                              rebates only to Market Makers as Market                    Exchange has not received any                           proposed rule changes between the
                                              Makers, and, in particular, those Market                   unsolicited written comments from                       Commission and any person, other than
                                              Makers that achieve Market Maker Plus                      members or other interested parties.                    those that may be withheld from the
                                              status, are subject to additional                                                                                  public in accordance with the
                                                                                                         III. Date of Effectiveness of the                       provisions of 5 U.S.C. 552, will be
                                              requirements and obligations (such as                      Proposed Rule Change and Timing for
                                              quoting requirements) that other market                                                                            available for Web site viewing and
                                                                                                         Commission Action                                       printing in the Commission’s Public
                                              participants are not.
                                                                                                            The foregoing rule change has become                 Reference Room, 100 F Street NE.,
                                                 The Exchange further believes that it                   effective pursuant to Section                           Washington, DC 20549 on official
                                              is reasonable, equitable, and not                          19(b)(3)(A)(ii) of the Act 11 and                       business days between the hours of
                                              unfairly discriminatory to eliminate the                   subparagraph (f)(2) of Rule 19b–4                       10:00 a.m. and 3:00 p.m. Copies of the
                                              higher Market Maker Plus rebate                            thereunder,12 because it establishes a                  filing also will be available for
                                              currently provided to Market Makers                        due, fee, or other charge imposed by                    inspection and copying at the principal
                                              that qualify for Market Maker Plus and                     ISE.                                                    office of the ISE. All comments received
                                              execute a total affiliated Priority                           At any time within 60 days of the                    will be posted without change; the
                                              Customer ADV of 200,000 contracts or                       filing of such proposed rule change, the                Commission does not edit personal
                                              more as this incentive is no longer                        Commission summarily may                                identifying information from
                                              needed. Market Makers that wish to                         temporarily suspend such rule change if                 submissions. You should submit only
                                              receive higher rebates may continue to                     it appears to the Commission that such                  information that you wish to make
                                              do so by qualifying for the new highest                    action is necessary or appropriate in the               available publicly. All submissions
                                              tier of Market Maker Plus rebate offered                   public interest, for the protection of                  should refer to File No. SR–ISE–2015–
                                              to Market Makers that are on the NBBO                      investors, or otherwise in furtherance of               17 and should be submitted on or before
                                              in applicable series at least 95% of the                   the purposes of the Act. If the                         June 11, 2015.
                                              time. The Exchange believes that this                      Commission takes such action, the                         For the Commission, by the Division of
                                              will be a more effective incentive for                     Commission shall institute proceedings                  Trading and Markets, pursuant to delegated
                                              Market Makers to actively participate in                   to determine whether the proposed rule                  authority.13
                                              the Market Maker Plus program as it is                     should be approved or disapproved.                      Robert W. Errett,
                                              based on the quality of markets quoted                     IV. Solicitation of Comments                            Deputy Secretary.
                                              and not tied to affiliated member                            Interested persons are invited to                     [FR Doc. 2015–12283 Filed 5–20–15; 8:45 am]
                                              volume.                                                    submit written data, views, and                         BILLING CODE 8011–01–P

                                              B. Self-Regulatory Organization’s                          arguments concerning the foregoing,
                                              Statement on Burden on Competition                         including whether the proposal is
                                                                                                         consistent with the Act. Comments may                   SECURITIES AND EXCHANGE
                                                In accordance with Section 6(b)(8) of                    be submitted by any of the following                    COMMISSION
                                              the Act,10 the Exchange does not believe                   methods:                                                [Release No. 34–74979; File No. SR–
                                              that the proposed rule change will                                                                                 NASDAQ–2015–049]
                                                                                                         Electronic Comments
                                              impose any burden on intermarket or
                                              intramarket competition that is not                          • Use the Commission’s Internet                       Self-Regulatory Organizations; The
                                              necessary or appropriate in furtherance                    comment form (http://www.sec.gov/                       NASDAQ Stock Market LLC; Notice of
                                              of the purposes of the Act. The                            rules/sro.shtml); or                                    Filing of Proposed Rule Change
                                              Exchange believes that the proposed                          • Send an email to rule-comments@                     Relating to the Listing and Trading of
                                              Market Maker Plus rebates provide a                        sec.gov. Please include File No. SR–ISE–                the Shares of the PowerShares DB
                                              valuable incentive for Market Makers to                    2015–17 on the subject line.                            Optimum Yield Diversified Commodity
                                              maintain tight markets on ISE and will                     Paper Comments                                          Strategy Portfolio, PowerShares
                                              thereby help the Exchange maintain its                                                                             Agriculture Commodity Strategy
                                                                                                            • Send paper comments in triplicate                  Portfolio, PowerShares Precious
                                              competitive standing. The Exchange                         to Secretary, Securities and Exchange
                                              operates in a highly competitive market                                                                            Metals Commodity Strategy Portfolio,
                                                                                                         Commission, 100 F Street NE.,                           PowerShares Energy Commodity
                                              in which market participants can                           Washington, DC 20549.
                                              readily direct their order flow to                                                                                 Strategy Portfolio, PowerShares Base
                                                                                                         All submissions should refer to File No.                Metals Commodity Strategy Portfolio
                                              competing venues. In such an                               SR–ISE–2015–17. This file number
                                              environment, the Exchange must                                                                                     and PowerShares Bloomberg
                                                                                                         should be included on the subject line                  Commodity Strategy Portfolio, Each a
                                              continually review, and consider                           if email is used. To help the
                                              adjusting, its fees and rebates to remain                                                                          Series of PowerShares Actively
                                                                                                         Commission process and review your                      Managed Exchange-Traded
                                              competitive with other exchanges. For
tkelley on DSK3SPTVN1PROD with NOTICES




                                                                                                         comments more efficiently, please use                   Commodity Fund Trust
                                              the reasons described above, the                           only one method. The Commission will
                                              Exchange believes that the proposed fee                    post all comments on the Commission’s                   May 15, 2015.
                                              changes reflect this competitive                           Internet Web site (http://www.sec.gov/                    Pursuant to Section 19(b)(1) of the
                                              environment.                                                                                                       Securities Exchange Act of 1934
                                                                                                          11 15   U.S.C. 78s(b)(3)(A)(ii).
                                                10 15   U.S.C. 78f(b)(8).                                 12 17   CFR 240.19b–4(f)(2).                             13 17   CFR 200.30–3(a)(12).



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                                              29360                           Federal Register / Vol. 80, No. 98 / Thursday, May 21, 2015 / Notices

                                              (‘‘Act’’),1 and Rule 19b-4 thereunder,2                   II. Self-Regulatory Organization’s                     trading on the Exchange; Shares of the
                                              notice is hereby given that on April 30,                  Statement of the Purpose of, and                       other Funds have not.
                                              2015, The NASDAQ Stock Market LLC                         Statutory Basis for, the Proposed Rule                    In this proposed rule change, the
                                              (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed with               Change                                                 Exchange proposes to permit the listing
                                              the Securities and Exchange                                                                                      or continued listing of the Shares if the
                                                                                                          In its filing with the Commission,
                                              Commission (‘‘Commission’’) the                                                                                  Funds revise their investment strategies
                                                                                                        Nasdaq included statements concerning
                                              proposed rule change as described in in                                                                          to include additional instruments in
                                                                                                        the purpose of, and basis for, the
                                              Items I and II below, which Items have                                                                           their portfolios to implement their
                                                                                                        proposed rule change. The text of these                investment objectives.8
                                              been prepared by Nasdaq. The                              statements may be examined at the
                                              Commission is publishing this notice to                   places specified in Item IV below.                     Principal Investments
                                              solicit comments on the proposed rule                     Nasdaq has prepared summaries, set                        As stated in the Prior Release, each
                                              change from interested persons.                           forth in Sections A, B, and C below, of                Fund’s investment objective is to seek
                                                                                                        the most significant aspects of such                   long-term capital appreciation. The
                                              I. Self-Regulatory Organization’s                         statements.
                                              Statement of the Terms of Substance of                                                                           Prior Release states that each Fund
                                                                                                        A. Self-Regulatory Organization’s                      seeks to achieve its investment objective
                                              the Proposed Rule Change
                                                                                                        Statement of the Purpose of, and                       by investing, under normal
                                                 Nasdaq proposes a rule change with                     Statutory Basis for, the Proposed Rule                 circumstances,9 in a combination of: (i)
                                              respect to PowerShares DB Optimum                         Change                                                 A wholly-owned subsidiary organized
                                              Yield Diversified Commodity Strategy                                                                             under the laws of the Cayman Islands
                                                                                                        1. Purpose                                             (each, a ‘‘Subsidiary,’’ and collectively,
                                              Portfolio, PowerShares Agriculture
                                              Commodity Strategy Portfolio,                                Each Fund is an actively managed                    the ‘‘Subsidiaries’’), (ii) ‘‘exchange-
                                                                                                        exchange-traded fund (‘‘ETF’’) whose                   traded products or exchange-traded
                                              PowerShares Precious Metals
                                                                                                        shares (‘‘Shares’’) are offered, or will be            commodity pools,’’ 10 and (iii) U.S.
                                              Commodity Strategy Portfolio,
                                                                                                        offered, by the Trust, a statutory trust               Treasury Securities, money market
                                              PowerShares Energy Commodity                                                                                     mutual funds, high quality commercial
                                              Strategy Portfolio, PowerShares Base                      organized under the laws of Delaware.
                                                                                                        The Trust is registered with the                       paper and similar instruments
                                              Metals Commodity Strategy Portfolio                                                                              (‘‘Collateral Instruments’’).11
                                              and PowerShares Bloomberg                                 Commission as an investment company
                                                                                                        and has filed a registration statement on                 The Prior Release also states that each
                                              Commodity Strategy Portfolio (each, a                                                                            Subsidiary will invest in exchange-
                                                                                                        Form N–1A with the Commission.4 The
                                              ‘‘Fund,’’ and collectively, the ‘‘Funds’’),                                                                      traded futures contracts linked to
                                                                                                        Commission previously approved the
                                              each a series of PowerShares Actively                     listing and trading on the Exchange of                 commodities (‘‘Commodities Futures’’)
                                              Managed Exchange-Traded Commodity                         the Shares of each Fund 5 under Nasdaq                 to provide its parent Fund with
                                              Fund Trust (the ‘‘Trust’’).                               Rule 5735, which governs the listing                   additional indirect exposure to the
                                                 The rule change is being filed to                      and trading of Managed Fund Shares 6                   commodities markets. Each Fund’s
                                                                                                                                                               investment in its Subsidiary is designed
                                              reflect a proposed change to the current                  on the Exchange.7 Shares of
                                                                                                                                                               to help the Fund obtain exposure to
                                              principal investment strategies of each                   PowerShares DB Optimum Yield
                                                                                                                                                               Commodities Futures returns in a
                                              Fund (which are set forth in detail in an                 Diversified Commodity Strategy
                                              order previously granted by the                           Portfolio have commenced listing and                      8 The changes described herein will be effective
                                              Commission 3) to permit each Fund to                                                                             contingent upon effectiveness of a post-effective
                                                                                                           4 A description of each Fund’s investment
                                              invest in additional instruments and                                                                             amendment to the Registration Statement of the
                                                                                                        strategy is set forth in the Trust’s registration      Trust, on behalf of each Fund. The changes
                                              asset types as part of their principal                    statement on Form N–1A that the Trust filed with       described herein will not be implemented until
                                              investment strategies, in addition to the                 the Commission (the ‘‘Registration Statement’’). See   such proposed rule change is declared operative.
                                              investments permitted by the Prior                        Pre-effective Amendment No. 1 to the Registration         9 The term ‘‘under normal circumstances’’
                                                                                                        Statement for the Trust, dated May 20, 2014 (File      includes, but is not limited to, the absence of
                                              Order.                                                    Nos. 333–193135 and 811–22927) (for each of            extreme volatility or trading halts in the equity,
                                                 Except for the changes discussed                       PowerShares Agriculture Commodity Strategy             commodities and futures markets or the financial
                                                                                                        Portfolio, PowerShares Precious Metals Commodity       markets generally; operational issues causing
                                              below, all other facts presented and                      Strategy Portfolio, PowerShares Energy Commodity       dissemination of inaccurate market information; or
                                              representations made in the Prior                         Strategy Portfolio and PowerShares Base Metals         force majeure type events such as systems failure,
                                              Release remain unchanged and in full                      Commodity Strategy Portfolio). The descriptions of     natural or manmade disaster, act of God, armed
                                              effect. All capitalized terms referenced                  the Funds and the Shares contained herein are          conflict, act of terrorism, riot or labor disruption, or
                                                                                                        based, in part, on information in the Registration     any similar intervening circumstance.
                                              but not defined herein have the same                      Statement.                                                10 Specifically, the Prior Release noted that the
                                              meaning as in the Prior Release.                             5 See supra, note 4 [sic].
                                                                                                                                                               Funds will invest in: (1) ETFs that provide exposure
                                                                                                           6 A Managed Fund Share is a security that           to commodities as would be listed under Nasdaq
                                                 The text of the proposed rule change
                                                                                                        represents an interest in an investment company        Rules 5705 and 5735; (2) exchange-traded notes
                                              is available at http://                                   registered under the Investment Company Act of         (‘‘ETNs’’) that provide exposure to commodities as
                                              nasdaq.cchwallstreet.com/, at Nasdaq’s                    1940 (15 U.S.C. 80a-1) (the ‘‘1940 Act’’) organized    would be listed under Nasdaq Rule 5710; or (3)
                                              principal office, and at the                              as an open-end investment company or similar           exchange-traded pooled investment vehicles that
                                                                                                        entity that invests in a portfolio of securities       invest primarily in commodities and commodity-
                                              Commission’s Public Reference Room.                       selected by its investment adviser consistent with     linked instruments as would be listed under Nasdaq
                                                                                                        its investment objectives and policies. In contrast,   Rules 5711(b), (d), (f), (g), (h), (i), and (j)
                                                                                                        an open-end investment company that issues Index       (‘‘Commodity Pool’’ or ‘‘Commodity Pools’’).
                                                1 15 U.S.C. 78s(b)(1).                                  Fund Shares, listed and traded on the Exchange            11 For a Fund’s purposes, money market
                                                                                                        under Nasdaq Rule 5705, seeks to provide               instruments will include: Short-term, high quality
tkelley on DSK3SPTVN1PROD with NOTICES




                                                2 17 CFR 240.19b-4.
                                                3 See Securities Exchange Act Release No. 73078
                                                                                                        investment results that correspond generally to the    securities issued or guaranteed by non-U.S.
                                                                                                        price and yield performance of a specific foreign or   governments, agencies, and instrumentalities; non-
                                              (Sept. 11, 2014), 79 FR 55851 (Sept. 17, 2014) (SR–       domestic stock index, fixed income securities index    convertible corporate debt securities with
                                              NASDAQ–2014–80) (the ‘‘Prior Notice’’); see also          or combination thereof.                                remaining maturities of not more than 397 days that
                                              Securities Exchange Act Release No. 73471 (October           7 The Commission approved Nasdaq Rule 5735 in       satisfy ratings requirements under Rule 2a-7 of the
                                              30, 2014), 79 FR 65751 (Nov. 5, 2014) (SR–                Securities Exchange Act Release No. 57962 (June        1940 Act; money market mutual funds; and
                                              NASDAQ–2014–080) (the ‘‘Prior Order,’’ and,               13, 2008), 73 FR 35175 (June 20, 2008) (SR-            deposits and other obligations of U.S. and non-U.S.
                                              together with the Prior Notice, the ‘‘Prior Release’’).   NASDAQ–2008–039).                                      banks and financial institutions.



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                                                                              Federal Register / Vol. 80, No. 98 / Thursday, May 21, 2015 / Notices                                                     29361

                                              manner consistent with the federal tax                    (v) centrally-cleared or over the counter              descriptions of the original asset types
                                              requirements applicable to regulated                      (‘‘OTC’’) swaps on commodities                         included in the Prior Release remain
                                              investment companies, such as the                         (‘‘Swaps’’) and (vi) commodity-related                 unchanged, and that the Funds and
                                              Funds, which limit the ability of                         forward contracts (‘‘Forwards’’)                       their Subsidiaries will adhere to all
                                              investment companies to invest directly                   (collectively, these are ‘‘Commodity-                  investment restrictions set forth in the
                                              in derivative instruments such as the                     Linked Instruments’’), which provide                   Prior Release as they apply to the
                                              Commodities Futures.                                      exposure to the investment returns of                  original asset types. The Funds also
                                                 In this proposed rule change, the                      the commodities markets, without                       represent that the investments in these
                                              Funds seek the ability for the Funds and                  investing directly in physical                         additional asset types will be consistent
                                              the Subsidiaries, as applicable, to also                  commodities.                                           with each Fund’s investment objective.
                                              invest in a variety of other securities                      • In addition, each Fund may hold                      In conjunction with this proposed
                                              and instruments beyond those set forth                    instruments that its respective                        change to add various instruments to
                                              in the Prior Release, as follows:                         Subsidiary is entitled to hold, and vice               the Funds’ principal investment
                                                 • Each Fund, which already may                         versa, to the extent consistent with                   strategies, the following information
                                              invest in ETFs, ETNs and Commodity                        federal tax requirements.                              supplements or updates, as applicable,
                                              Pools, seeks to also invest in: (i) Other                    The Prior Release noted that all of the             the information contained in the Prior
                                              investment companies,12 to the extent                     exchange-traded securities held by a                   Release. Except for these changes, all
                                              permitted under the 1940 Act,13 and (ii)                  Fund will be traded in a principal                     other facts presented and
                                              exchange-traded commodity-linked                          trading market that is a member of ISG                 representations made in the Prior
                                              equity securities 14 (collectively, these                 or a market with which the Exchange                    Release remain unchanged and in full
                                              are ‘‘Commodity-Related Assets’’).                        has a comprehensive surveillance                       effect.
                                                 • Each Subsidiary, which already                       sharing agreement. The Funds propose
                                              may invest in Commodities Futures,                                                                               Net Asset Value
                                                                                                        to invest in Equity Securities, closed-
                                              now also seeks to invest in: (i) Exchange                 end funds, ETFs, ETNs, Commodity                          As stated in the Prior Release, the
                                              traded futures contracts on commodity                     Pools and non-U.S. investment                          Funds’ administrator will calculate each
                                              indices, (ii) commodity-linked notes,15                                                                          Fund’s net asset value (‘‘NAV’’) per
                                                                                                        companies that are not traded in a
                                              (iii) ETNs, (iv) exchange-traded options                                                                         Share as of the close of regular trading
                                                                                                        principal trading market that is a
                                              on Commodities Futures (‘‘Options’’),16                                                                          (normally 4:00 p.m., Eastern time
                                                                                                        member of ISG or a market with which
                                                                                                        the Exchange has a comprehensive                       (‘‘E.T.’’)) on each day Nasdaq is open for
                                                 12 In addition to ETFs, the other investment
                                                                                                        surveillance sharing agreement;                        business. NAV per Share is calculated
                                              companies will consist of non-exchange traded U.S.
                                              registered open-end investment companies (mutual          however, not more than 10% of each                     by taking the market price of a Fund’s
                                              funds), closed-end investment companies traded on         Fund’s investments in these                            total assets, including interest or
                                              U.S. exchanges, or exchange-traded non-U.S.
                                                                                                        investments (in the aggregate) will be                 dividends accrued but not yet collected,
                                              investment companies traded on foreign exchanges.                                                                less all liabilities, and dividing such
                                                 13 Each Fund’s investment in securities of other       invested in instruments that trade in
                                              investment companies may exceed the limits                markets that are not members of the ISG                amount by the total number of Shares
                                              permitted under the 1940 Act, in accordance with          or that are not parties to a                           outstanding. The Prior Release describes
                                              certain terms and conditions set forth in a               comprehensive surveillance sharing                     how various securities and instruments
                                              Commission exemptive order issued to an affiliate                                                                held by each Fund or its Subsidiary—
                                              of the Trust (which applies equally to the Trust)         agreement with the Exchange.
                                              pursuant to Section 12(d)(1)(J) of the 1940 Act. See         These additional instruments are                    including ETFs, ETNs and Commodities
                                              Investment Company Act Release No. 30029 (Apr.            intended to support each Fund’s                        Futures—will be valued to calculate
                                              10, 2012) (File No. 812–13795) or, in the case of         principal investment strategy by                       each Fund’s NAV.
                                              non-U.S. investment companies, pursuant to SEC                                                                      The Funds now represent that, in
                                              No-Action relief. See Red Rocks Capital, LLC (pub.        providing each Fund with the flexibility
                                              avail. June 3, 2011).                                     to obtain additional exposure to the                   addition to the foregoing as set forth in
                                                 14 Exchange-traded commodity-linked equity             investment returns of the commodities                  the Prior Release: (i) Equity Securities,
                                              securities (‘‘Equity Securities’’) will be comprised of   markets within the limits of applicable                ETNs, and futures on commodity
                                              exchange-traded common stocks of companies that
                                                                                                        federal tax requirements and without                   indices will be valued at the last sales
                                              operate in commodities, natural resources and                                                                    price or the official closing price on the
                                              energy businesses, and in associated businesses, as       investing directly in physical
                                              well as companies that provide services or have           commodities. Each Fund, either directly                exchange where such securities
                                              exposure to such businesses.                              or through its respective Subsidiary,                  principally trade; (ii) investment
                                                 15 Such commodity-linked notes generally will
                                                                                                        will only invest in those commodity-                   companies will be valued using such
                                              not be exchange-traded; however it is possible that                                                              company’s end of the day NAV per
                                              in the future some of those instruments could be          linked notes, OTC Swaps, Forwards, or
                                              listed for trading on an exchange.                        other over-the-counter instruments that                share, unless the shares are exchange-
                                                 16 The Prior Release noted that with respect to        are based on the price of relevant                     traded, in which case they will be
                                              Commodities Futures held indirectly through a             Commodities Futures, as applicable,                    valued at the last sales price or official
                                              Subsidiary, not more than 10% of the weight of
                                                                                                        and tend to exhibit trading prices or                  closing price on the exchanges on which
                                              such Commodities Futures in the aggregate shall                                                                  they primarily trade; (iii) Options
                                              consist of instruments whose principal trading            returns that correlate with any
                                              market is not a member of the Intermarket                 Commodities Futures and that will                      generally will be valued at the closing
                                              Surveillance Group (‘‘ISG’’) or a market with which       further the investment objective of such               price (and, if no closing price is
                                              the Exchange does not have a comprehensive
                                                                                                        Fund.17 The Funds represent that the                   available, at the mean of the last bid/ask
                                              surveillance sharing agreement. The Funds now                                                                    quotations) generally from the exchange
                                              clarify that Options and commodity index futures
                                              will be subject to the same restrictions as               or a market with which the Exchange does not have      where such instruments principally
                                              Commodities Futures, and that Options and                 a comprehensive surveillance sharing agreement.
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                                              commodity index futures will be considered in the         This 10% limitation applicable to Commodities          established and well capitalized financial
                                              aggregate with Commodities Futures. Therefore,            Futures, commodity index futures, and Options, in      institutions that meet certain credit quality
                                              with respect to Commodities Futures, commodity            the aggregate, is separate from the 10% limitation     standards and monitoring policies. Each Fund will
                                              index futures and Options, not more than 10% of           applicable to exchange traded equity securities        use various techniques to minimize credit risk,
                                              the weight of such Commodities Futures,                   described infra, and is determined separately from     including early termination, or reset and payment
                                              commodity index futures, and Options, in the              this other limitation.                                 of such investments, the use of different
                                              aggregate, shall consist of instruments whose               17 Each Fund will enter into swap agreements and     counterparties or limiting the net amount due from
                                              principal trading market is not a member of the ISG       other over-the-counter transactions only with large,   any individual counterparty.



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                                              29362                          Federal Register / Vol. 80, No. 98 / Thursday, May 21, 2015 / Notices

                                              trade; and (iv) Swaps, commodity-                       information will be publicly available at             trading information it can obtain
                                              linked notes and Forwards generally                     no charge.                                            relating to exchange-traded or centrally-
                                              will be valued based on quotations from                    Intra-day price information on the                 cleared equity securities and assets held
                                              a pricing vendor (such quotations being                 exchange-traded assets held by the Fund               by a Fund or its Subsidiary, as
                                              derived from available market- and                      and the Subsidiary, including the Equity              applicable, which include exchange-
                                              company-specific data), all in                          Securities, ETNs, Options, exchange-                  traded Commodity-Related Assets and
                                              accordance with valuation procedures                    traded investment companies (including                exchange-traded or centrally-cleared
                                              adopted by the Board of Trustees of the                 closed-end funds) and exchange-traded                 Commodity-Linked Instruments, with
                                              Trust.                                                  futures contracts on commodity indices                other markets and other entities that are
                                                 All other valuation procedures                       will be available via the quote and trade             members of the ISG; (ii) FINRA may
                                              pertaining to the Funds, and as set forth               service of the respective exchanges on                obtain trading information regarding
                                              in the Prior Release, are unchanged.                    which they principally trade.                         trading in exchange-traded equity
                                                                                                      Additionally, price information on                    securities and other assets held by each
                                              Availability of Information
                                                                                                      Swaps, commodity-linked notes,                        Fund and each Subsidiary, as
                                                 The Prior Release states that, on each               Forwards and non-exchange traded                      applicable, from such markets and other
                                              business day, before commencement of                    investment companies will be available                entities; and (iii) the Exchange may
                                              trading in Shares in the Regular Market                 from major broker-dealer firms or                     obtain information regarding trading in
                                              Session 18 on the Exchange, each Fund                   through subscription services, such as                exchange-traded equity securities and
                                              will disclose on its Web site the                       Bloomberg, Markit and Thomson                         other assets held by each Fund and each
                                              identities and quantities of its portfolio              Reuters, which can be accessed by                     Subsidiary from such markets and other
                                              of securities and other assets (the                     entities that have entered into an                    entities (as long as such markets and
                                              ‘‘Disclosed Portfolio’’ as defined in                   authorized participant agreement with                 other entities are members of ISG or
                                              Nasdaq Rule 5735(c)(2)) held by such                    the Trust and other investors.                        have in place a comprehensive
                                              Fund and its Subsidiary, which will                                                                           surveillance sharing agreement with the
                                              form the basis for each Fund’s                          Surveillance
                                                                                                                                                            Exchange). The Exchange has a general
                                              calculation of NAV at the end of the                       First, as noted in the Prior Release,              policy prohibiting the distribution of
                                              business day. The Prior Release also                    trading in the Shares will be subject to              material, non-public information by its
                                              stated that the Disclosed Portfolio will                the existing trading surveillances,                   employees.
                                              include, as applicable, the names,                      administered by both Nasdaq and also                     Second, the Prior Release states that
                                              quantity, percentage weighting, and                     the Financial Industry Regulatory                     all of the exchange-traded equity
                                              other characteristics of securities and                 Authority (‘‘FINRA’’), on behalf of the               securities held by a Fund will be traded
                                              other assets held by a Fund and its                     Exchange, which are designed to detect                in a principal trading market that is a
                                              Subsidiary. Additionally, the Prior                     violations of Exchange rules and                      member of the ISG or a market with
                                              Release includes information on where                   applicable federal securities laws.19                 which the Exchange has a
                                              investors may obtain quotation and last                 FINRA, on behalf of the Exchange, will                comprehensive surveillance sharing
                                              sale information for the various                        communicate as needed regarding                       agreement, and that with respect to
                                              securities and instruments held by a                    trading in the Commodities Futures,                   Commodities Futures held indirectly
                                              Fund, including that quotation and last                 ETFs, ETNs and Commodity Pools held                   through a Subsidiary, not more than
                                              sale information for any underlying                     by a Fund or a Fund’s Subsidiary, as                  10% of the weight of such Commodities
                                              Commodities Futures is available via                    applicable, with other markets and other              Futures, in the aggregate, shall consist of
                                              the quote and trade service of such                     entities that are members of the ISG.20               instruments whose principal trading
                                              Commodities Futures’ primary                            FINRA and the Exchange each may                       market is not a member of the ISG or a
                                              exchanges.                                              obtain trading information regarding                  market with which the Exchange does
                                                 In addition to the foregoing, the                    trading in the Commodities Futures,                   not have a comprehensive surveillance
                                              Funds will disclose on a daily basis on                 ETFs, ETNs and Commodity Pool held                    sharing agreement. The Funds now
                                              the Funds’ Web site the following                       by such Fund or its Subsidiary, as                    clarify that Options and commodity
                                              information regarding each portfolio                    applicable, from such markets and other               index futures will be subject to the same
                                              holding, as applicable to the type of                   entities (as long as, for the Exchange,               restrictions as Commodities Futures,
                                              holding: Ticker symbol, CUSIP number                    such markets and other entities are                   and that Options and commodity index
                                              or other identifier, if any; a description              members of ISG or have in place a                     futures will be considered in the
                                              of the holding (including the type of                   comprehensive surveillance sharing                    aggregate with Commodities Futures.
                                              holding), the identity of the security or               agreement with the Exchange). FINRA                   Therefore, with respect to Commodities
                                              other asset or instrument underlying the                and the Exchange will similarly be able               Futures, commodity index futures and
                                              holding, if any; for options, the option                to obtain information regarding the spot              Options, not more than 10% of the
                                              strike price; for Swaps, a description of               market prices of the commodities                      weight 21 of such Commodities Futures,
                                              the type of Swap; quantity held (as                     underlying any commodity-linked                       commodity index futures, and Options,
                                              measured by, for example, par value,                    notes, OTC Swaps, or forward contracts.               in the aggregate, shall consist of
                                              notional value or number of shares,                        In addition to the foregoing: (i)
                                                                                                                                                            instruments whose principal trading
                                              contracts or units); maturity date, if any;             FINRA, on behalf of the Exchange, will
                                                                                                                                                            market is not a member of the ISG or a
                                              coupon rate, if any; effective date, if                 communicate as needed regarding
                                                                                                                                                            market with which the Exchange does
                                              any; market value of the holding; and                                                                         not have a comprehensive surveillance
                                                                                                        19 FINRA surveils trading on the Exchange
                                              percentage weighting of the holding in                                                                        sharing agreement. Additionally, not
                                                                                                      pursuant to a regulatory services agreement. The
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                                              the Fund’s portfolio. The Web site                      Exchange is responsible for FINRA’s performance       more than 10% of each Fund’s
                                                                                                      under this regulatory services agreement.             investments in Equity Securities,
                                                18 See Nasdaq Rule 4120(b)(4) (describing the           20 For a list of the current members of ISG, see

                                              three trading sessions on the Exchange: (1) Pre-        www.isgportal.org. The Exchange notes that not all
                                                                                                                                                            closed-end funds, ETFs, ETNs,
                                              Market Session from 4 a.m. to 9:30 a.m. E.T.; (2)       components of the Disclosed Portfolio may trade on
                                              Regular Market Session from 9:30 a.m. to 4 p.m. or      markets that are members of ISG or with which the       21 To be calculated as the value of the contract

                                              4:15 p.m. E.T.; and (3) Post-Market Session from 4      Exchange has in place a comprehensive                 divided by the total absolute notional value of a
                                              p.m. or 4:15 p.m. to 8 p.m. E.T.).                      surveillance sharing agreement.                       Subsidiary’s instruments.



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                                                                             Federal Register / Vol. 80, No. 98 / Thursday, May 21, 2015 / Notices                                           29363

                                              Commodity Pools and non-U.S.                            applicable, from markets and other                    on the NASDAQ OMX Information LLC
                                              investment companies (in the aggregate)                 entities that are members of ISG, which               proprietary index data service will be
                                              will be invested in securities that trade               includes securities and futures                       widely disseminated by one or more
                                              in markets that are not members of the                  exchanges, or with which the Exchange                 major market data vendors at least every
                                              ISG or that are not parties to a                        has in place a comprehensive                          15 seconds during the Regular Market
                                              comprehensive surveillance sharing                      surveillance sharing agreement. In                    Session. On each business day, before
                                              agreement with the Exchange.                            addition, as noted in the Prior Release,              commencement of trading in Shares in
                                                Beyond the changes described above,                   the Exchange may obtain information                   the Regular Market Session on the
                                              there are no changes to any other                       from TRACE, which is the FINRA-                       Exchange, each Fund will disclose on
                                              information included in the Prior                       developed vehicle that facilitates                    its Web site the Disclosed Portfolio of
                                              Release, and all other facts presented                  mandatory reporting of over-the-counter               the Fund and the Subsidiary that will
                                              and representations made in the Prior                   secondary market transactions in                      form the basis for such Fund’s
                                              Release remain true and in effect. The                  eligible fixed income securities. With                calculation of NAV at the end of the
                                              Trust confirms that each Fund will                      respect to Commodities Futures held                   business day. Information regarding
                                              continue to comply with all initial and                 indirectly through a Subsidiary, not                  market price and trading volume of the
                                              continued listing requirements under                    more than 10% of the weight of such                   Shares will be continually available on
                                              Nasdaq Rule 5735.                                       Commodities Futures, in the aggregate,                a real-time basis throughout the day on
                                              2. Statutory Basis                                      shall consist of instruments whose                    brokers’ computer screens and other
                                                                                                      principal trading market is not a                     electronic services, and quotation and
                                                 Nasdaq believes that the proposal is                 member of ISG or a market with which                  last sale information for the Shares will
                                              consistent with Section 6(b) of the Act                 the Exchange does not have a                          be available via Nasdaq proprietary
                                              in general, and Section 6(b)(5) of the Act              comprehensive surveillance sharing                    quote and trade services, as well as in
                                              in particular, in that it is designed to                agreement.                                            accordance with the Unlisted Trading
                                              prevent fraudulent and manipulative                        Options and commodity index futures                Privileges and the Consolidated Tape
                                              acts and practices, to promote just and                 will be subject to the same restrictions              Association plans for the Shares. Intra-
                                              equitable principles of trade, to foster                as Commodities Futures, and Options                   day price information on the exchange-
                                              cooperation and coordination with                       and commodity index futures will be                   traded assets held by a Fund and its
                                              persons engaged in facilitating                         considered in the aggregate with                      Subsidiary, including the Equity
                                              transactions in securities, and to remove               Commodities Futures. Therefore, with                  Securities, ETFs, exchange traded
                                              impediments to and perfect the                          respect to Commodities Futures,                       investment companies (including
                                              mechanism of a free and open market                     commodity index futures and Options,                  closed-end funds) and exchange-traded
                                              and in general, to protect investors and                not more than 10% of the weight 22 of
                                              the public interest.                                                                                          futures contracts on commodity indexes
                                                                                                      such Commodities Futures, commodity                   will be available via the quote and trade
                                                 The Exchange believes that the                       index futures, and Options, in the
                                              proposed rule change is designed to                                                                           service of the respective exchanges on
                                                                                                      aggregate, shall consist of instruments               which they primarily trade, as well as
                                              prevent fraudulent and manipulative                     whose principal trading market is not a
                                              acts and practices in that the Shares will                                                                    in accordance with the Unlisted Trading
                                                                                                      member of the ISG or a market with                    Privileges and the Consolidated Tape
                                              continue to be listed and traded on the                 which the Exchange does not have a
                                              Exchange pursuant to the initial and                                                                          Association plans. Quotation and last
                                                                                                      comprehensive surveillance sharing                    sale information for any underlying
                                              continued listing criteria in Nasdaq Rule               agreement. Additionally, not more than
                                              5735. The Exchange represents that                                                                            Commodities will be available via the
                                                                                                      10% of each Fund’s investments in                     quote and trade service of their
                                              trading in the Shares will be subject to                Equity Securities, closed-end funds,
                                              the existing trading surveillances,                                                                           respective primary exchanges. Intra-day
                                                                                                      ETFs, ETNs, Commodity Pools and non-                  price information on the exchange-
                                              administered by both Nasdaq and                         U.S. investment companies (in the
                                              FINRA, on behalf of the Exchange,                                                                             traded assets held by the Fund and the
                                                                                                      aggregate) will be invested in securities             Subsidiary, including the Equity
                                              which are designed to detect violations                 that trade in markets that are not
                                              of Exchange rules and applicable federal                                                                      Securities, ETNs, Options, exchange-
                                                                                                      members of the ISG or that are not                    traded investment companies (including
                                              securities laws and are adequate to                     parties to a comprehensive surveillance
                                              properly monitor trading in the Shares                                                                        closed-end funds) and exchange-traded
                                                                                                      sharing agreement with the Exchange.                  futures contracts on commodity indices
                                              in all trading sessions. In addition,                     The proposed rule change is designed
                                              paragraph (g) of Nasdaq Rule 5735                                                                             will be available via the quote and trade
                                                                                                      to promote just and equitable principles              service of the respective exchanges on
                                              further requires that personnel who                     of trade and to protect investors and the
                                              make decisions on the open-end fund’s                                                                         which they principally trade.
                                                                                                      public interest in that the Exchange will             Additionally, price information on
                                              portfolio composition must be subject to                obtain a representation from the issuer
                                              procedures designed to prevent the use                                                                        Swaps, commodity-linked notes,
                                                                                                      of the Shares that the NAV per Share                  Forwards and non-exchange traded
                                              and dissemination of material, non-                     will be calculated daily and that the
                                              public information regarding the open-                                                                        investment companies will be available
                                                                                                      NAV and the Disclosed Portfolio will be               from major broker-dealer firms or
                                              end fund’s portfolio. Each Fund’s and                   made available to all market
                                              its Subsidiary’s investments will be                                                                          through subscription services, such as
                                                                                                      participants at the same time. In                     Bloomberg, Markit and Thomson
                                              consistent with such Fund’s investment                  addition, a large amount of information
                                              objective.                                                                                                    Reuters, which can be accessed by
                                                                                                      will be publicly available regarding the              entities that have signed authorized
                                                 FINRA may obtain information via                     Funds and the Shares, thereby                         participant agreements with a Fund and
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                                              ISG from other exchanges that are                       promoting market transparency.
                                              members of ISG. In addition, the                                                                              other investors.
                                                                                                      Moreover, as noted in the Prior Release,
                                              Exchange may obtain information                                                                                  As noted above and in the Prior
                                                                                                      the Intraday Indicative Value, available
                                              regarding trading in the Shares, Equity                                                                       Release, the Funds’ Web site will
                                              Securities, Commodities Futures, ETFs,                    22 To be calculated as the value of the contract    include a form of the prospectus for
                                              ETNs, and Commodity Pools held by                       divided by the total absolute notional value of a     each Fund and additional data relating
                                              each Fund or its Subsidiary, as                         Subsidiary’s instruments.                             to NAV and other applicable


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                                              29364                          Federal Register / Vol. 80, No. 98 / Thursday, May 21, 2015 / Notices

                                              quantitative information. Moreover,                     C. Self-Regulatory Organization’s                     provisions of 5 U.S.C. 552, will be
                                              prior to the commencement of trading,                   Statement on Comments on the                          available for Web site viewing and
                                              the Exchange will inform its members in                 Proposed Rule Change Received From                    printing in the Commission’s Public
                                              an Information Circular of the special                  Members, Participants or Others                       Reference Room, 100 F Street NE.,
                                              characteristics and risks associated with                 Written comments were neither                       Washington, DC 20549, on official
                                              trading the Shares. Trading in Shares of                solicited nor received.                               business days between the hours of
                                              a Fund will be halted under the                                                                               10:00 a.m. and 3:00 p.m. Copies of the
                                              conditions specified in Nasdaq Rules                    III. Date of Effectiveness of the                     filing also will be available for
                                              4120 and 4121 or because of market                      Proposed Rule Change and Timing for                   inspection and copying at the principal
                                              conditions or for reasons that, in the                  Commission Action                                     office of Nasdaq. All comments received
                                              view of the Exchange, make trading in                     Within 45 days of the date of                       will be posted without change; the
                                              the Shares inadvisable, and trading in                  publication of this notice in the Federal             Commission does not edit personal
                                                                                                      Register or within such longer period                 identifying information from
                                              the Shares will be subject to Nasdaq
                                                                                                      up to 90 days (i) as the Commission may               submissions. You should submit only
                                              Rule 5735(d)(2)(D), which sets forth
                                                                                                      designate if it finds such longer period              information that you wish to make
                                              circumstances under which Shares of a
                                                                                                      to be appropriate and publishes its                   available publicly. All submissions
                                              Fund may be halted. In addition, as                                                                           should refer to File Number SR–
                                              noted above, investors will have ready                  reasons for so finding or (ii) as to which
                                                                                                      the self-regulatory organization                      NASDAQ–2015–049 and should be
                                              access to information regarding each                                                                          submitted on or before June 11, 2015.
                                              Fund’s holdings, the Intraday Indicative                consents, the Commission will: (a) By
                                              Value, the Disclosed Portfolio, and                     order approve or disapprove such                        For the Commission, by the Division of
                                                                                                      proposed rule change; or (b) institute                Trading and Markets, pursuant to delegated
                                              quotation and last sale information for                                                                       authority.23
                                                                                                      proceedings to determine whether the
                                              the Shares.                                                                                                   Robert W. Errett,
                                                                                                      proposed rule change should be
                                                 The proposed rule change is designed                 disapproved.                                          Deputy Secretary.
                                              to perfect the mechanism of a free and                                                                        [FR Doc. 2015–12284 Filed 5–20–15; 8:45 am]
                                              open market and, in general, to protect                 IV. Solicitation of Comments
                                                                                                                                                            BILLING CODE 8011–01–P
                                              investors and the public interest in that                 Interested persons are invited to
                                              it will facilitate the continued listing                submit written data, views, and
                                              and trading of additional types of                      arguments concerning the foregoing,                   SECURITIES AND EXCHANGE
                                              actively-managed exchange-traded                        including whether the proposed rule                   COMMISSION
                                              products that will enhance competition                  change is consistent with the Act.
                                              among market participants, to the                       Comments may be submitted by any of                   [Release No. 34–74980; File No. SR–OCC–
                                              benefit of investors and the marketplace.               the following methods:                                2015–009]
                                                 For the above reasons, Nasdaq                        Electronic Comments                                   Self-Regulatory Organizations; The
                                              believes the proposed rule change is                      • Use the Commission’s Internet                     Options Clearing Corporation; Order
                                              consistent with the requirements of                     comment form (http://www.sec.gov/                     Approving Proposed Rule Change To
                                              Section 6(b)(5) of the Act.                             rules/sro.shtml); or                                  Establish Procedures Regarding the
                                              B. Self-Regulatory Organization’s                         • Send an email to rule-comments@                   Monthly Resizing of Its Clearing Fund
                                                                                                      sec.gov. Please include File Number SR–               and the Addition of Financial
                                              Statement on Burden on Competition
                                                                                                      NASDAQ–2015–049 on the subject line.                  Resources
                                                The Exchange does not believe that                    Paper Comments                                        May 15, 2015.
                                              the proposed rule change will impose
                                              any burden on competition that is not                      • Send paper comments in triplicate                   On March 13, 2015, The Options
                                                                                                      to Brent J. Fields, Secretary, Securities             Clearing Corporation (‘‘OCC’’) filed with
                                              necessary or appropriate in furtherance                                                                       the Securities and Exchange
                                                                                                      and Exchange Commission, Station
                                              of the purposes of the Act. The                                                                               Commission (‘‘Commission’’) the
                                                                                                      Place, 100 F Street NE., Washington, DC
                                              instruments and asset types proposed to                                                                       proposed rule change SR–OCC–2015–
                                                                                                      20549.
                                              be added by this rule change, in                                                                              009 pursuant to Section 19(b)(1) of the
                                              connection with those approved in the                   All submissions should refer to File
                                                                                                      Number SR–NASDAQ–2015–049. This                       Securities Exchange Act of 1934
                                              Prior Order, are consistent with the                                                                          (‘‘Act’’) 1 and Rule 19b–4 thereunder.2
                                                                                                      file number should be included on the
                                              instruments and asset types utilized by                                                                       The proposed rule change was
                                                                                                      subject line if email is used. To help the
                                              other actively managed funds in the                                                                           published for comment in the Federal
                                                                                                      Commission process and review your
                                              marketplace. The investment strategies                                                                        Register on April 2, 2015.3 The
                                                                                                      comments more efficiently, please use
                                              utilized by the Funds, however, remain                  only one method. The Commission will                  Commission did not receive any
                                              different from other issues of Managed                  post all comments on the Commission’s                 comments on the proposed rule change.
                                              Fund Shares traded on the Exchange,                     Internet Web site http://www.sec.gov/                 This order approves the proposed rule
                                              and therefore provide investors with                    rules/sro.shtml. Copies of the                        change.
                                              another choice of Managed Fund                          submission, all subsequent
                                              Shares. Moreover, the Exchange believes                 amendments, all written statements
                                                                                                                                                              23 17 CFR 200.30–3(a)(12).
                                                                                                                                                              1 15 U.S.C. 78s(b)(1).
                                              that the proposed changes will enhance                  with respect to the proposed rule                       2 17 CFR 240.19b–4. OCC also filed this change
tkelley on DSK3SPTVN1PROD with NOTICES




                                              competition among existing issues of                    change that are filed with the                        as an advance notice under Section 806(e)(1) of the
                                              Managed Fund Shares and will facilitate                 Commission, and all written                           Payment, Clearing, and Settlement Supervision Act
                                              the trading of additional types of                      communications relating to the                        of 2010. 12 U.S.C. 5465(e)(1). See Securities
                                              actively-managed exchange-traded                        proposed rule change between the                      Exchange Act Release No. 74713 (April 10, 2015),
                                                                                                                                                            80 FR 20534 (April 16, 2015) (SR–OCC–2014–811).
                                              funds, all to the benefit of investors and              Commission and any person, other than                   3 Securities Exchange Act Release No. 74603
                                              the marketplace.                                        those that may be withheld from the                   (March 27, 2015), 80 FR 17808 (April 2, 2015) (SR–
                                                                                                      public in accordance with the                         OCC–2015–009).



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Document Created: 2018-10-24 10:28:36
Document Modified: 2018-10-24 10:28:36
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
FR Citation80 FR 29359 

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