80_FR_66293 80 FR 66085 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Regarding the AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF's Holdings

80 FR 66085 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Regarding the AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF's Holdings

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 208 (October 28, 2015)

Page Range66085-66087
FR Document2015-27344

Federal Register, Volume 80 Issue 208 (Wednesday, October 28, 2015)
[Federal Register Volume 80, Number 208 (Wednesday, October 28, 2015)]
[Notices]
[Pages 66085-66087]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-27344]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76224; File No. SR-NYSEArca-2015-94]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Regarding the 
AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF's Holdings

October 22, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on October 8, 2015, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 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

    The Exchange proposes to change a representation regarding the 
AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF's holdings. Shares 
of the WCM/BNY Mellon Focused Growth ADR ETF have been approved for 
listing and trading on the Exchange under NYSE Arca Equities Rule 
8.600. The text of the proposed rule change is available on the 
Exchange's Web site at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

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

1. Purpose
    The Commission has approved a proposed rule change relating to 
listing and trading on the Exchange of shares (``Shares'') of the 
AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF (the ``Fund'') 
under NYSE Arca Equities Rule 8.600,\4\ which governs the listing

[[Page 66086]]

and trading of Managed Fund Shares.\5\ The Fund's Shares are currently 
listed and traded on the Exchange under NYSE Arca Equities Rule 8.600.
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    \4\ See Securities Exchange Act Release No. 62502 (July 15, 
2010), 75 FR 42471 (July 21, 2010) (SR-NYSEArca-2010-57) (the 
``Prior Order''). The notice with respect to the Prior Order was 
published in Securities Exchange Act Release No. 62344 (June 21, 
2010), 75 FR 37498 (June 29, 2010) (``Prior Notice'' and, together 
with the Prior Order, the ``Prior Release''). The Exchange has filed 
a proposed rule change pursuant to Rule 19b-4 under the Act to 
provide that the Fund may invest in securities outside of U.S. 
markets, and that not more than 10% of the net assets of the Fund in 
the aggregate invested in equity securities (excluding non-exchange-
traded investment company securities) shall consist of equity 
securities whose principal market is not a member of the Intermarket 
Surveillance Group (``ISG'') or is a market with which the Exchange 
does not have a comprehensive surveillance sharing agreement. See 
Securities Exchange Act Release No. 74271 (February 13, 2015), 80 FR 
9301 (February 20, 2015) (SR-NYSEArca-2015-06) (``Second Prior 
Release''). The Exchange also has filed a proposed rule change 
pursuant to Rule 19b-4 under the Act to provide that the Fund will 
invest at least 80% of its total assets in American Depositary 
Receipts (``ADRs'') and other equity securities, including common 
and preferred stock, warrants, convertible securities and master 
limited partnerships, and that the Fund's portfolio will consist 
primarily of ADRs. See Securities Exchange Act Release No. 75100 
(June 3, 2015), 80 FR 32641 (June 9, 2015) (SR-NYSEArca-2015-47) 
(``Third Prior Release'').
    \5\ 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) (``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 Investment Company Units, 
listed and traded on the Exchange under NYSE Arca Equities Rule 
5.2(j)(3), 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.
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    The Shares are offered by AdvisorShares Trust (the ``Trust''), a 
statutory trust organized under the laws of the State of Delaware and 
registered with the Commission as an open-end management investment 
company.\6\ The investment adviser to the Fund is AdvisorShares 
Investments, LLC (the ``Adviser''). WCM Investment Management (``WCM'') 
is the sub-adviser and portfolio manager to the Fund (``Sub-Adviser'').
---------------------------------------------------------------------------

    \6\ The Trust is registered under the 1940 Act. On November 1, 
2014, the Trust filed with the Commission an amendment to its 
registration statement on Form N-1A under the Securities Act of 1933 
(15 U.S.C. 77a) and the 1940 Act relating to the Fund (File Nos. 
333-157876 and 811-22110) (the ``Registration Statement''). The 
description of the operation of the Trust and the Fund herein is 
based, in part, on the Registration Statement. In addition, the 
Commission has issued an order granting certain exemptive relief to 
the Trust under the 1940 Act. See Investment Company Act Release No. 
29291 (May 28, 2010) (File No. 812-13677) (``Exemptive Order'').
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    According to the Registration Statement, and as stated in the Prior 
Release, the Fund's investment objective is long-term capital 
appreciation above international benchmarks such as the BNY Mellon 
Classic ADR Index and the MSCI EAFE Index. WCM seeks to achieve the 
Fund's investment objective by selecting a portfolio of U.S. traded 
securities of non-U.S. organizations included in the BNY Mellon Classic 
ADR Index. The BNY Mellon Classic ADR Index predominantly includes ADRs 
and, in addition, includes other Depositary Receipts (``DRs''), which 
include Global Depositary Receipts (``GDRs''), Euro Depositary Receipts 
(``Euro DRs'') and New York Shares (``NYSs'').\7\
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    \7\ According to the Registration Statement, DRs, which include 
ADRs, GDRs, Euro DRs and NYSs, are negotiable securities that 
generally represent a non-U.S. company's publicly traded equity or 
debt. DRs may be purchased in the U.S. secondary trading market. 
They may trade freely, just like any other security, either on an 
exchange or in the over-the-counter market. Although typically 
denominated in U.S. dollars, DRs can also be denominated in Euros. 
DRs can trade on all U.S. stock exchanges as well as on many 
European stock exchanges.
---------------------------------------------------------------------------

    The Prior Notice and the Second Prior Release stated that the 
Fund's portfolio will typically have fewer than 30 companies. The 
Exchange proposes to amend such statement in the Prior Notice and the 
Second Prior Release to provide that, going forward, the Fund's 
portfolio will typically have fewer than 40 companies. The Adviser and 
Sub-Adviser have represented that an increase in the number of 
companies typically included in the Fund's portfolio would provide the 
Fund with additional investment opportunities to permit the Fund to 
meet its investment objective, as described above.
    Except for the change described above, all other representations 
made in the Prior Release, the Second Prior Release and the Third Prior 
Release remain unchanged.\8\ The Fund will continue to comply with all 
initial and continued listing requirements under NYSE Arca Equities 
Rule 8.600.

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    \8\ See note 4, supra. All terms referenced but not defined 
herein are defined in the Prior Release.
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2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \9\ that an exchange have rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares are listed and traded on the Exchange pursuant to the initial 
and continued listing criteria in NYSE Arca Equities Rule 8.600. Except 
for the change described above, all other representations made in the 
Prior Release, the Second Prior Release and the Third Prior Release 
remain unchanged. The Fund will continue to comply with all initial and 
continued listing requirements under NYSE Arca Equities Rule 8.600.
    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 net asset value (``NAV'') per Share is calculated daily and 
that the NAV and the Disclosed Portfolio is made available to all 
market participants at the same time. An increase in the number of 
companies typically included in the Fund's portfolio from 30 to 40 
would further diversify the Fund's investments and may decrease the 
susceptibility to manipulation of the Shares' price.
    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. The Adviser represents that the proposed change, as 
described above, is consistent with the Fund's investment objective, 
and will further assist the Adviser and Sub-Adviser to achieve such 
investment objective. Such an increase would further the public 
interest by providing the Fund with additional flexibility to achieve 
long-term capital appreciation above international benchmarks. An 
increase in the number of companies typically included in the Fund's 
portfolio from 30 to 40 would further diversify the Fund's investments 
and may decrease the susceptibility to manipulation of the Shares' 
price.

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 purpose of the Act. The Exchange believes the 
proposed rule change is designed to allow the Fund to invest in a 
broader range of non-U.S. equity securities thereby helping the Fund to 
achieve its investment objective, and will enhance competition among 
issues of Managed Fund Shares that invest in non-U.S. equity 
securities.

[[Page 66087]]

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

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    Because the proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6) 
thereunder.\11\
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission.
---------------------------------------------------------------------------

    The Exchange has asked the Commission to waive the 30-day operative 
delay so that the proposal may become operative immediately upon 
filing. The Exchange states that an increase in the number of companies 
typically included in the Fund's portfolio from 30 to 40 would further 
diversify the Fund's investments and may decrease the susceptibility to 
manipulation of the Shares' price. For that reason, the Commission 
believes that waiver of the 30-day operative delay is consistent with 
the protection of investors and the public interest. Therefore, the 
Commission designates the proposed rule change to be operative upon 
filing.\12\


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

    \12\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

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 rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2015-94 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2015-94. 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 Section, 100 F Street 
NE., Washington, DC 20549 on official business days between 10 a.m. and 
3 p.m. Copies of the filing will also be available for inspection and 
copying at the NYSE's principal office and on its Internet Web site at 
www.nyse.com. 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-
NYSEArca-2015-94 and should be submitted on or before November 18, 
2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-27344 Filed 10-27-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                                             Federal Register / Vol. 80, No. 208 / Wednesday, October 28, 2015 / Notices                                                  66085

                                                  effective pursuant to Section 19(b)(3)(A)               All submissions should refer to File                  ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                                  of the Act 14 and Rule 19b–4(f)(6)(iii)                 Number SR–ISEGemini–2015–22. This                     notice is hereby given that, on October
                                                  thereunder.15                                           file number should be included on the                 8, 2015, NYSE Arca, Inc. (the
                                                     The Exchange has asked the                           subject line if email is used. To help the            ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
                                                  Commission to waive the 30-day                          Commission process and review your                    the Securities and Exchange
                                                  operative delay so that the proposal may                comments more efficiently, please use                 Commission (the ‘‘Commission’’) the
                                                  become operative immediately upon                       only one method. The Commission will                  proposed rule change as described in
                                                  filing. The Commission believes that                    post all comments on the Commission’s                 Items I and II below, which Items have
                                                  waiving the 30-day operative delay is                   Internet Web site (http://www.sec.gov/                been prepared by the self-regulatory
                                                  consistent with the protection of                       rules/sro.shtml). Copies of the                       organization. The Commission is
                                                  investors and the public interest, as it                submission, all subsequent                            publishing this notice to solicit
                                                  will allow the obvious error pilot                      amendments, all written statements                    comments on the proposed rule change
                                                  program to continue uninterrupted                       with respect to the proposed rule                     from interested persons.
                                                  while the industry gains further                        change that are filed with the
                                                  experience operating under the Plan,                                                                          I. Self-Regulatory Organization’s
                                                                                                          Commission, and all written                           Statement of the Terms of Substance of
                                                  and avoid any investor confusion that                   communications relating to the
                                                  could result from a temporary                                                                                 the Proposed Rule Change
                                                                                                          proposed rule change between the
                                                  interruption in the pilot program. For                  Commission and any person, other than                    The Exchange proposes to change a
                                                  this reason, the Commission designates                  those that may be withheld from the                   representation regarding the
                                                  the proposed rule change to be operative                public in accordance with the                         AdvisorShares WCM/BNY Mellon
                                                  upon filing.16                                          provisions of 5 U.S.C. 552, will be                   Focused Growth ADR ETF’s holdings.
                                                     At any time within 60 days of the                    available for Web site viewing and                    Shares of the WCM/BNY Mellon
                                                  filing of the proposed rule change, the                 printing in the Commission’s Public                   Focused Growth ADR ETF have been
                                                  Commission summarily may                                Reference Room, 100 F Street NE.,                     approved for listing and trading on the
                                                  temporarily suspend such rule change if                 Washington, DC 20549 on official                      Exchange under NYSE Arca Equities
                                                  it appears to the Commission that such                  business days between the hours of                    Rule 8.600. The text of the proposed
                                                  action is necessary or appropriate in the               10:00 a.m. and 3:00 p.m. Copies of such               rule change is available on the
                                                  public interest, for the protection of                  filing also will be available for                     Exchange’s Web site at www.nyse.com,
                                                  investors, or otherwise in furtherance of               inspection and copying at the principal               at the principal office of the Exchange,
                                                  the purposes of the Act. If the                                                                               and at the Commission’s Public
                                                                                                          office of the Exchange. All comments
                                                  Commission takes such action, the                                                                             Reference Room.
                                                                                                          received will be posted without change;
                                                  Commission shall institute proceedings                  the Commission does not edit personal                 II. Self-Regulatory Organization’s
                                                  to determine whether the proposed rule
                                                                                                          identifying information from                          Statement of the Purpose of, and
                                                  should be approved or disapproved.
                                                                                                          submissions. You should submit only                   Statutory Basis for, the Proposed Rule
                                                  IV. Solicitation of Comments                            information that you wish to make                     Change
                                                    Interested persons are invited to                     available publicly. All submissions                      In its filing with the Commission, the
                                                  submit written data, views, and                         should refer to File Number SR–                       self-regulatory organization included
                                                  arguments concerning the foregoing,                     ISEGemini–2015–22, and should be                      statements concerning the purpose of,
                                                  including whether the proposed rule                     submitted on or before November 18,                   and basis for, the proposed rule change
                                                  change is consistent with the Act.                      2015.                                                 and discussed any comments it received
                                                  Comments may be submitted by any of                       For the Commission, by the Division of              on the proposed rule change. The text
                                                  the following methods:                                  Trading and Markets, pursuant to delegated            of those statements may be examined at
                                                                                                          authority.17                                          the places specified in Item IV below.
                                                  Electronic Comments
                                                                                                          Brent J. Fields,                                      The Exchange has prepared summaries,
                                                    • Use the Commission’s Internet                       Secretary.                                            set forth in sections A, B, and C below,
                                                  comment form (http://www.sec.gov/                       [FR Doc. 2015–27348 Filed 10–27–15; 8:45 am]          of the most significant parts of such
                                                  rules/sro.shtml); or                                                                                          statements.
                                                    • Send an email to rule-comments@
                                                                                                          BILLING CODE 8011–01–P

                                                  sec.gov. Please include File Number SR–                                                                       A. Self-Regulatory Organization’s
                                                  ISEGemini–2015–22 on the subject line.                                                                        Statement of the Purpose of, and the
                                                                                                          SECURITIES AND EXCHANGE                               Statutory Basis for, the Proposed Rule
                                                  Paper Comments                                          COMMISSION                                            Change
                                                  • Send paper comments in triplicate to                                                                        1. Purpose
                                                  Secretary, Securities and Exchange                      [Release No. 34–76224; File No. SR–
                                                  Commission, 100 F Street NE.,                           NYSEArca–2015–94]                                        The Commission has approved a
                                                  Washington, DC 20549–1090.                                                                                    proposed rule change relating to listing
                                                                                                          Self-Regulatory Organizations; NYSE                   and trading on the Exchange of shares
                                                    14 15  U.S.C. 78s(b)(3)(A).
                                                                                                          Arca, Inc.; Notice of Filing and                      (‘‘Shares’’) of the AdvisorShares WCM/
                                                    15 17  CFR 240.19b–4(f)(6)(iii). As required under    Immediate Effectiveness of Proposed                   BNY Mellon Focused Growth ADR ETF
                                                  Rule 19b–4(f)(6)(iii), the Exchange provided the        Rule Change Regarding the                             (the ‘‘Fund’’) under NYSE Arca Equities
                                                  Commission with written notice of its intent to file    AdvisorShares WCM/BNY Mellon
                                                  the proposed rule change, along with a brief
                                                                                                                                                                Rule 8.600,4 which governs the listing
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  description and the text of the proposed rule
                                                                                                          Focused Growth ADR ETF’s Holdings
                                                                                                                                                                  2 15  U.S.C. 78a.
                                                  change, at least five business days prior to the date
                                                                                                          October 22, 2015.                                       3 17
                                                  of filing of the proposed rule change, or such                                                                        CFR 240.19b–4.
                                                  shorter time as designated by the Commission.             Pursuant to Section 19(b)(1) 1 of the                  4 See Securities Exchange Act Release No. 62502
                                                     16 For purposes only of waiving the 30-day                                                                 (July 15, 2010), 75 FR 42471 (July 21, 2010) (SR–
                                                                                                          Securities Exchange Act of 1934 (the
                                                  operative delay, the Commission has also                                                                      NYSEArca–2010–57) (the ‘‘Prior Order’’). The
                                                  considered the proposed rule’s impact on                                                                      notice with respect to the Prior Order was
                                                                                                            17 17   CFR 200.30–3(a)(12).
                                                  efficiency, competition, and capital formation. See                                                           published in Securities Exchange Act Release No.
                                                  15 U.S.C. 78c(f).                                         1 15   U.S.C. 78s(b)(1).                                                                      Continued




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                                                  66086                     Federal Register / Vol. 80, No. 208 / Wednesday, October 28, 2015 / Notices

                                                  and trading of Managed Fund Shares.5                    BNY Mellon Classic ADR Index and the                    acts and practices in that the Shares are
                                                  The Fund’s Shares are currently listed                  MSCI EAFE Index. WCM seeks to                           listed and traded on the Exchange
                                                  and traded on the Exchange under                        achieve the Fund’s investment objective                 pursuant to the initial and continued
                                                  NYSE Arca Equities Rule 8.600.                          by selecting a portfolio of U.S. traded                 listing criteria in NYSE Arca Equities
                                                     The Shares are offered by                            securities of non-U.S. organizations                    Rule 8.600. Except for the change
                                                  AdvisorShares Trust (the ‘‘Trust’’), a                  included in the BNY Mellon Classic                      described above, all other
                                                  statutory trust organized under the laws                ADR Index. The BNY Mellon Classic                       representations made in the Prior
                                                  of the State of Delaware and registered                 ADR Index predominantly includes                        Release, the Second Prior Release and
                                                  with the Commission as an open-end                      ADRs and, in addition, includes other                   the Third Prior Release remain
                                                  management investment company.6 The                     Depositary Receipts (‘‘DRs’’), which
                                                                                                                                                                  unchanged. The Fund will continue to
                                                  investment adviser to the Fund is                       include Global Depositary Receipts
                                                  AdvisorShares Investments, LLC (the                                                                             comply with all initial and continued
                                                                                                          (‘‘GDRs’’), Euro Depositary Receipts
                                                  ‘‘Adviser’’). WCM Investment                                                                                    listing requirements under NYSE Arca
                                                                                                          (‘‘Euro DRs’’) and New York Shares
                                                  Management (‘‘WCM’’) is the sub-                        (‘‘NYSs’’).7                                            Equities Rule 8.600.
                                                  adviser and portfolio manager to the                       The Prior Notice and the Second Prior                   The proposed rule change is designed
                                                  Fund (‘‘Sub-Adviser’’).                                 Release stated that the Fund’s portfolio                to promote just and equitable principles
                                                     According to the Registration                        will typically have fewer than 30                       of trade and to protect investors and the
                                                  Statement, and as stated in the Prior                   companies. The Exchange proposes to                     public interest in that the net asset value
                                                  Release, the Fund’s investment objective                amend such statement in the Prior                       (‘‘NAV’’) per Share is calculated daily
                                                  is long-term capital appreciation above                 Notice and the Second Prior Release to                  and that the NAV and the Disclosed
                                                  international benchmarks such as the                    provide that, going forward, the Fund’s                 Portfolio is made available to all market
                                                                                                          portfolio will typically have fewer than                participants at the same time. An
                                                  62344 (June 21, 2010), 75 FR 37498 (June 29, 2010)      40 companies. The Adviser and Sub-
                                                  (‘‘Prior Notice’’ and, together with the Prior Order,                                                           increase in the number of companies
                                                  the ‘‘Prior Release’’). The Exchange has filed a
                                                                                                          Adviser have represented that an                        typically included in the Fund’s
                                                  proposed rule change pursuant to Rule 19b–4 under       increase in the number of companies                     portfolio from 30 to 40 would further
                                                  the Act to provide that the Fund may invest in          typically included in the Fund’s                        diversify the Fund’s investments and
                                                  securities outside of U.S. markets, and that not        portfolio would provide the Fund with
                                                  more than 10% of the net assets of the Fund in the                                                              may decrease the susceptibility to
                                                  aggregate invested in equity securities (excluding      additional investment opportunities to
                                                                                                                                                                  manipulation of the Shares’ price.
                                                  non-exchange-traded investment company                  permit the Fund to meet its investment
                                                  securities) shall consist of equity securities whose    objective, as described above.                             The proposed rule change is designed
                                                  principal market is not a member of the Intermarket        Except for the change described                      to perfect the mechanism of a free and
                                                  Surveillance Group (‘‘ISG’’) or is a market with
                                                  which the Exchange does not have a comprehensive        above, all other representations made in                open market and, in general, to protect
                                                  surveillance sharing agreement. See Securities          the Prior Release, the Second Prior                     investors and the public interest. The
                                                  Exchange Act Release No. 74271 (February 13,            Release and the Third Prior Release                     Adviser represents that the proposed
                                                  2015), 80 FR 9301 (February 20, 2015) (SR–              remain unchanged.8 The Fund will
                                                  NYSEArca–2015–06) (‘‘Second Prior Release’’). The
                                                                                                                                                                  change, as described above, is consistent
                                                  Exchange also has filed a proposed rule change          continue to comply with all initial and                 with the Fund’s investment objective,
                                                  pursuant to Rule 19b–4 under the Act to provide         continued listing requirements under                    and will further assist the Adviser and
                                                  that the Fund will invest at least 80% of its total     NYSE Arca Equities Rule 8.600.                          Sub-Adviser to achieve such investment
                                                  assets in American Depositary Receipts (‘‘ADRs’’)
                                                  and other equity securities, including common and                                                               objective. Such an increase would
                                                  preferred stock, warrants, convertible securities and                                                           further the public interest by providing
                                                  master limited partnerships, and that the Fund’s        2. Statutory Basis
                                                                                                                                                                  the Fund with additional flexibility to
                                                  portfolio will consist primarily of ADRs. See              The basis under the Act for this
                                                  Securities Exchange Act Release No. 75100 (June 3,                                                              achieve long-term capital appreciation
                                                  2015), 80 FR 32641 (June 9, 2015) (SR–NYSEArca–         proposed rule change is the requirement                 above international benchmarks. An
                                                  2015–47) (‘‘Third Prior Release’’).                     under Section 6(b)(5) 9 that an exchange                increase in the number of companies
                                                     5 A Managed Fund Share is a security that            have rules that are designed to prevent                 typically included in the Fund’s
                                                  represents an interest in an investment company         fraudulent and manipulative acts and
                                                  registered under the Investment Company Act of                                                                  portfolio from 30 to 40 would further
                                                  1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as
                                                                                                          practices, to promote just and equitable                diversify the Fund’s investments and
                                                  an open-end investment company or similar entity        principles of trade, to remove                          may decrease the susceptibility to
                                                  that invests in a portfolio of securities selected by   impediments to, and perfect the
                                                  its investment adviser consistent with its                                                                      manipulation of the Shares’ price.
                                                                                                          mechanism of a free and open market
                                                  investment objectives and policies. In contrast, an
                                                  open-end investment company that issues
                                                                                                          and, in general, to protect investors and               B. Self-Regulatory Organization’s
                                                  Investment Company Units, listed and traded on          the public interest.                                    Statement on Burden on Competition
                                                  the Exchange under NYSE Arca Equities Rule                 The Exchange believes that the
                                                  5.2(j)(3), seeks to provide investment results that     proposed rule change is designed to                       The Exchange does not believe that
                                                  correspond generally to the price and yield                                                                     the proposed rule change will impose
                                                  performance of a specific foreign or domestic stock
                                                                                                          prevent fraudulent and manipulative
                                                  index, fixed income securities index or combination                                                             any burden on competition that is not
                                                  thereof.                                                   7 According to the Registration Statement, DRs,
                                                                                                                                                                  necessary or appropriate in furtherance
                                                     6 The Trust is registered under the 1940 Act. On     which include ADRs, GDRs, Euro DRs and NYSs,            of the purpose of the Act. The Exchange
                                                  November 1, 2014, the Trust filed with the              are negotiable securities that generally represent a
                                                  Commission an amendment to its registration             non-U.S. company’s publicly traded equity or debt.      believes the proposed rule change is
                                                  statement on Form N–1A under the Securities Act         DRs may be purchased in the U.S. secondary              designed to allow the Fund to invest in
                                                  of 1933 (15 U.S.C. 77a) and the 1940 Act relating       trading market. They may trade freely, just like any    a broader range of non-U.S. equity
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                                                  to the Fund (File Nos. 333–157876 and 811–22110)        other security, either on an exchange or in the over-
                                                                                                          the-counter market. Although typically                  securities thereby helping the Fund to
                                                  (the ‘‘Registration Statement’’). The description of
                                                  the operation of the Trust and the Fund herein is       denominated in U.S. dollars, DRs can also be            achieve its investment objective, and
                                                  based, in part, on the Registration Statement. In       denominated in Euros. DRs can trade on all U.S.         will enhance competition among issues
                                                  addition, the Commission has issued an order            stock exchanges as well as on many European stock
                                                                                                          exchanges.
                                                                                                                                                                  of Managed Fund Shares that invest in
                                                  granting certain exemptive relief to the Trust under
                                                  the 1940 Act. See Investment Company Act Release           8 See note 4, supra. All terms referenced but not    non-U.S. equity securities.
                                                  No. 29291 (May 28, 2010) (File No. 812–13677)           defined herein are defined in the Prior Release.
                                                  (‘‘Exemptive Order’’).                                     9 15 U.S.C. 78f(b)(5).




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                                                                            Federal Register / Vol. 80, No. 208 / Wednesday, October 28, 2015 / Notices                                          66087

                                                  C. Self-Regulatory Organization’s                         • Send an email to rule-comments@                   SECURITIES AND EXCHANGE
                                                  Statement on Comments on the                            sec.gov. Please include File Number SR–               COMMISSION
                                                  Proposed Rule Change Received From                      NYSEArca-2015–94 on the subject line.
                                                  Members, Participants, or Others                                                                              [Release No. 34–76233; File No. SR–BOX–
                                                                                                          Paper Comments
                                                    No written comments were solicited                                                                          2015–34]
                                                  or received with respect to the proposed                  • Send paper comments in triplicate
                                                  rule change.                                            to Brent J. Fields, Secretary, Securities             Self-Regulatory Organizations; BOX
                                                                                                          and Exchange Commission, 100 F Street                 Options Exchange LLC; Notice of
                                                  III. Date of Effectiveness of the                                                                             Filing and Immediate Effectiveness of
                                                  Proposed Rule Change and Timing for                     NE., Washington, DC 20549–1090.
                                                                                                                                                                a Proposed Rule Change To Amend
                                                  Commission Action                                       All submissions should refer to File                  Interpretive Material 1 to Rule 7170 To
                                                     Because the proposed rule change                     Number SR–NYSEArca–2015–94. This                      Extend the Pilot Program That
                                                  does not (i) significantly affect the                   file number should be included on the                 Suspends Certain Obvious Error
                                                  protection of investors or the public                   subject line if email is used. To help the            Provisions During Limit Up-Limit Down
                                                  interest; (ii) impose any significant                   Commission process and review your                    States in Securities That Underlie
                                                  burden on competition; and (iii) become                 comments more efficiently, please use                 Options Traded on the Exchange
                                                  operative for 30 days from the date on                  only one method. The Commission will                  October 22, 2015.
                                                  which it was filed, or such shorter time                post all comments on the Commission’s
                                                  as the Commission may designate, the                    Internet Web site (http://www.sec.gov/                   Pursuant to Section 19(b)(1) of the
                                                  proposed rule change has become                         rules/sro.shtml). Copies of the                       Securities Exchange Act of 1934
                                                  effective pursuant to Section 19(b)(3)(A)                                                                     (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                                                                          submission, all subsequent
                                                  of the Act 10 and Rule 19b–4(f)(6)                                                                            notice is hereby given that on October
                                                                                                          amendments, all written statements
                                                  thereunder.11                                                                                                 21, 2015, BOX Options Exchange LLC
                                                                                                          with respect to the proposed rule
                                                     The Exchange has asked the                                                                                 (the ‘‘Exchange’’) filed with the
                                                                                                          change that are filed with the                        Securities and Exchange Commission
                                                  Commission to waive the 30-day                          Commission, and all written
                                                  operative delay so that the proposal may                                                                      (‘‘Commission’’) the proposed rule
                                                                                                          communications relating to the                        change as described in Items I and II
                                                  become operative immediately upon                       proposed rule change between the
                                                  filing. The Exchange states that an                                                                           below, which Items have been prepared
                                                                                                          Commission and any person, other than                 by the self-regulatory organization. The
                                                  increase in the number of companies                     those that may be withheld from the
                                                  typically included in the Fund’s                                                                              Commission is publishing this notice to
                                                                                                          public in accordance with the                         solicit comments on the proposed rule
                                                  portfolio from 30 to 40 would further
                                                                                                          provisions of 5 U.S.C. 552, will be                   from interested persons.
                                                  diversify the Fund’s investments and
                                                  may decrease the susceptibility to                      available for Web site viewing and
                                                                                                                                                                I. Self-Regulatory Organization’s
                                                  manipulation of the Shares’ price. For                  printing in the Commission’s Public
                                                                                                                                                                Statement of the Terms of the Substance
                                                  that reason, the Commission believes                    Reference Section, 100 F Street NE.,
                                                                                                                                                                of the Proposed Rule Change
                                                  that waiver of the 30-day operative                     Washington, DC 20549 on official
                                                  delay is consistent with the protection                 business days between 10 a.m. and 3                      The Exchange proposes to amend
                                                  of investors and the public interest.                   p.m. Copies of the filing will also be                Interpretive Material 1 to Rule 7170 to
                                                  Therefore, the Commission designates                    available for inspection and copying at               extend the pilot program that suspends
                                                  the proposed rule change to be operative                the NYSE’s principal office and on its                certain obvious error provisions during
                                                  upon filing.12                                          Internet Web site at www.nyse.com. All                limit up-limit down states in securities
                                                                                                          comments received will be posted                      that underlie options traded on the
                                                                                                          without change; the Commission does                   Exchange. The text of the proposed rule
                                                  IV. Solicitation of Comments                            not edit personal identifying                         change is available from the principal
                                                                                                          information from submissions. You                     office of the Exchange, at the
                                                    Interested persons are invited to
                                                                                                          should submit only information that                   Commission’s Public Reference Room
                                                  submit written data, views, and
                                                                                                          you wish to make available publicly. All              and also on the Exchange’s Internet Web
                                                  arguments concerning the foregoing,
                                                                                                          submissions should refer to File                      site at http://boxexchange.com.
                                                  including whether the proposed rule
                                                  change is consistent with the Act.                      Number SR–NYSEArca–2015–94 and                        II. Self-Regulatory Organization’s
                                                  Comments may be submitted by any of                     should be submitted on or before                      Statement of the Purpose of, and
                                                  the following methods:                                  November 18, 2015.                                    Statutory Basis for, the Proposed Rule
                                                                                                            For the Commission, by the Division of              Change
                                                  Electronic Comments
                                                                                                          Trading and Markets, pursuant to delegated              In its filing with the Commission, the
                                                    • Use the Commission’s Internet                       authority.13
                                                  comment form (http://www.sec.gov/                                                                             self-regulatory organization included
                                                                                                          Brent J. Fields,                                      statements concerning the purpose of,
                                                  rules/sro.shtml); or
                                                                                                          Secretary.                                            and basis for, the proposed rule change
                                                    10 15  U.S.C. 78s(b)(3)(A).                           [FR Doc. 2015–27344 Filed 10–27–15; 8:45 am]          and discussed any comments it received
                                                    11 17  CFR 240.19b–4(f)(6). As required under Rule    BILLING CODE 8011–01–P
                                                                                                                                                                on the proposed rule change. The text
                                                  19b–4(f)(6)(iii), the Exchange provided the                                                                   of these statements may be examined at
                                                  Commission with written notice of its intent to file
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                                                                                                                                                                the places specified in Item IV below.
                                                  the proposed rule change, along with a brief
                                                  description and the text of the proposed rule                                                                 The self-regulatory organization has
                                                  change, at least five business days prior to the date                                                         prepared summaries, set forth in
                                                  of filing of the proposed rule change, or such                                                                Sections A, B, and C below, of the most
                                                  shorter time as designated by the Commission.                                                                 significant aspects of such statements.
                                                    12 For purposes only of waiving the 30-day

                                                  operative delay, the Commission has considered the
                                                                                                                                                                  1 15   U.S.C. 78s(b)(1).
                                                  proposed rule’s impact on efficiency, competition,
                                                  and capital formation. See 15 U.S.C. 78c(f).              13 17   CFR 200.30–3(a)(12).                          2 17   CFR 240.19b–4.



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Document Created: 2018-02-27 08:58:14
Document Modified: 2018-02-27 08:58:14
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 66085 

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