81_FR_5820 81 FR 5798 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Reflect Changes to the Investment Strategy for the PowerShares S&P 500® Downside Hedged Portfolio

81 FR 5798 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Reflect Changes to the Investment Strategy for the PowerShares S&P 500® Downside Hedged Portfolio

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 22 (February 3, 2016)

Page Range5798-5800
FR Document2016-01922

Federal Register, Volume 81 Issue 22 (Wednesday, February 3, 2016)
[Federal Register Volume 81, Number 22 (Wednesday, February 3, 2016)]
[Notices]
[Pages 5798-5800]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-01922]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76981; File No. SR-NYSEArca-2016-20]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Reflect Changes 
to the Investment Strategy for the PowerShares S&P 500[supreg] Downside 
Hedged Portfolio

January 28, 2016.
    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 January 26, 2016, 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 a rule change to reflect changes to the 
investment strategy for the PowerShares S&P 500[supreg] Downside Hedged 
Portfolio (the ``Fund''). 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 previously approved listing and trading on the 
Exchange of shares (``Shares'') of the Fund, a series of the 
PowerShares Actively Managed Exchange-Traded Fund Trust (the 
``Trust''),\4\ under NYSE Arca Equities Rule 8.600, which governs the 
listing and trading of Managed Fund Shares. Shares of the Fund have 
commenced listing and trading on the Exchange.
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    \4\ See Securities Exchange Act Release No. 68158 (Nov. 5, 
2012), 77 FR 67412 (Nov. 9, 2012) (SR-NYSEArca-2012-101) (``Prior 
Order''). See also Securities Exchange Act Release No. 67881 (Sept. 
18, 2012), 77 FR 58889 (Sept. 24, 2012) (SR-NYSEArca-2012-101) 
(``Prior Notice,'' and together with the Prior Order, the ``Prior 
Release'').
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    The Shares are offered by 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.\5\ The 
investment advisor to the Fund is Invesco PowerShares Capital 
Management LLC (the ``Adviser'').
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    \5\ The Trust is registered under the Investment Company Act of 
1940 (15 U.S.C. 80a-1) (``1940 Act''). The Trust intends to file a 
prospectus supplement with the Commission or a post-effective 
amendment to its registration statement on Form N-1A under the 
Securities Act of 1933 (15 U.S.C. 77a) (``Securities Act''), and 
under the 1940 Act relating to the Fund (File Nos. 333-147622 and 
811-22148) (``Registration Statement'') to reflect the changes 
requested in the proposed rule change upon effectiveness of the rule 
change. The description of the operation of the Trust and the Fund 
herein will be reflected in any such filing. In addition, the 
Commission has issued an order granting certain exemptive relief to 
the Trust under the1940 Act. See Investment Company Act Release No. 
28171 (Feb. 27, 2008) (File No. 812-13386) (``Exemptive Order'').
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    In this proposed rule change, the Exchange proposes to reflect 
changes to the investment strategy that the Adviser utilizes in seeking 
to achieve the Fund's investment objective, as described below.\6\
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    \6\ The changes described herein will be effective contingent 
upon filing of a prospectus supplement or upon effectiveness of the 
Trust's most recent post-effective amendment to its Registration 
Statement. See note 5, supra. The Adviser represents that the 
Adviser will not implement the changes described herein until the 
instant proposed rule change is operative.
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    The Prior Release stated that, according to the Registration 
Statement, the Fund is an actively managed exchange-traded fund that 
will seek to achieve positive total returns in rising or falling 
markets that are not directly correlated to broad equity or fixed 
income market returns. According to the Registration Statement, the 
Fund seeks to achieve its investment objective by using a quantitative, 
rules-based investment strategy designed to provide returns that 
correspond to the performance of the S&P 500 Dynamic VEQTOR Index (the 
``Benchmark''). The Registration Statement also stated that the 
allocation among the Fund's investments generally will approximate the 
allocation among the components of the Benchmark.
    The Adviser now represents that, rather than employing a 
quantitative, rules-based strategy designed to provide returns that 
correspond to the performance of the Benchmark, the Fund will use a 
quantitative, rules-based strategy that is designed to outperform the 
Benchmark rather than match it.
    The Adviser will continue to invest the Fund in the same 
instruments as are contained in the Benchmark, as discussed in the 
Prior Release. However, the Adviser now represents that the Fund will 
use portfolio management strategies in seeking to achieve its 
investment objective that allocate the Fund's assets in a manner that 
may not correspond to the Benchmark. The Adviser also now represents 
that, going forward, the Fund will seek to outperform the Benchmark 
rather than match it.
    The Exchange notes that the Prior Release stated that, according to 
the Registration Statement, the Fund may invest a portion of its assets 
in high-quality money market instruments, cash, and cash equivalents to 
provide liquidity, to collateralize its futures contracts investments, 
or to track the Benchmark during times when the Benchmark moves its 
entire allocation to cash. The Exchange also proposes to change this 
representation to state that the Fund may invest a portion of its 
assets in high-quality money market instruments, cash, and cash 
equivalents to provide liquidity, to collateralize its futures 
contracts investments, or during periods of heightened volatility when 
the Adviser believes that it is in the best interest of the Fund to do 
so. Because the Fund, going forward, would seek to outperform rather 
than match the Benchmark, the Fund would no longer utilize high quality 
money market instruments, cash and cash equivalents for the purpose of 
tracking the Benchmark.
    The Adviser represents that there is no change to the Fund's 
investment objective. The Fund will continue to invest in the 
securities and financial instruments identified in the Prior

[[Page 5799]]

Release and will remain subject to the allocation limitations 
identified in the Prior Release.
    Except for the changes noted above, all other facts presented and 
representations made in the Prior Release are unchanged.
    The Fund will continue to comply with all initial and continued 
listing requirements under NYSE Arca Equities Rule 8.600.
    All terms referenced but not defined herein are defined in the 
Prior Release.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \7\ 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.
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    \7\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices. The proposed 
changes to the representations contained in the Prior Release are 
limited in scope. The Adviser is changing the representation in the 
Prior Release that the Fund will employ a quantitative, rules-based 
strategy designed to provide returns that correspond to the performance 
of the Benchmark, to a representation that the Fund will use a 
quantitative, rules-based strategy that is designed to outperform the 
Benchmark rather than seek returns comparable to it.
    The Adviser represents that there is no change to the Fund's 
investment objective or to the securities and financial instruments 
identified in the Prior Release that the Fund utilizes in seeking to 
achieve its investment objective. The Fund's use of such securities and 
financial instruments will remain subject to the applicable allocation 
limitations identified in the Prior Release. 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 Adviser represents that there is no change to the Fund's 
investment objective. The Adviser represents that the allocation of the 
Fund's portfolio will remain consistent with the allocation limitations 
discussed in the Prior Release, and that the Fund may invest in the 
same instruments as are contained in the Benchmark, as discussed in the 
Prior Release. However, the Adviser now represents that the Fund will 
use portfolio management strategies in seeking to achieve its 
investment objective that allocate the Fund's assets in a manner that 
may not correspond to the Benchmark. The Adviser also now represents 
that, going forward, the Fund will seek to outperform the Benchmark 
rather than match it.
    As noted above, the Prior Release stated that, according to the 
Registration Statement, the Fund may invest a portion of its assets in 
high-quality money market instruments, cash, and cash equivalents to 
provide liquidity, to collateralize its futures contracts investments, 
or to track the Benchmark during times when the Benchmark moves its 
entire allocation to cash. The Exchange also proposes to change this 
representation to state that the Fund may invest a portion of its 
assets in high-quality money market instruments, cash, and cash 
equivalents to provide liquidity, to collateralize its futures 
contracts investments, or during periods of heightened volatility when 
the Adviser believes that it is in the best interest of the Fund to do 
so.
    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 the Fund will continue to comply with all 
initial and continued listing requirements under NYSE Arca Equities 
Rule 8.600. The proposed rule change will permit the Fund to operate in 
a manner similar to other issues of Managed Fund Shares that seek to 
outperform an index and will permit continued listing on the Exchange 
of the Fund after it begins to utilize the quantitative, rules-based 
strategy designed to outperform the Benchmark, which will enhance 
competition among issues of Managed Fund Shares currently trading on 
the Exchange. Except for the changes noted above, all other 
representations made in the Prior Release are unchanged.

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 proposed change will 
permit the Fund to operate in a manner similar to other issues of 
Managed Fund Shares that seek to outperform an index and will permit 
continued listing on the Exchange of the Fund after it begins to 
utilize the quantitative, rules-based strategy designed to outperform 
the Benchmark, which will enhance competition among issues of Managed 
Fund Shares.

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 foregoing 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, if consistent with 
the protection of investors and the public interest, the proposed rule 
change has become effective pursuant to Section 19(b)(3)(A) of the Act 
\8\ and Rule 19b-4(f)(6) thereunder.\9\
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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 satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission may temporarily suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act. If the Commission takes such 
action, the Commission shall institute proceedings to determine whether 
the proposed rule should be approved or 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

[[Page 5800]]

     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2016-20 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2016-20. 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 such filing will also be available 
for inspection and copying at the principal office of the Exchange. 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-2016-20 and should 
be submitted on or before February 24, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-01922 Filed 2-2-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                  5798                       Federal Register / Vol. 81, No. 22 / Wednesday, February 3, 2016 / Notices

                                                    For the Commission, by the Division of                The Exchange has prepared summaries,                    correlated to broad equity or fixed
                                                  Trading and Markets, pursuant to delegated              set forth in sections A, B, and C below,                income market returns. According to the
                                                  authority.10                                            of the most significant parts of such                   Registration Statement, the Fund seeks
                                                  Robert W. Errett,                                       statements.                                             to achieve its investment objective by
                                                  Deputy Secretary.                                                                                               using a quantitative, rules-based
                                                                                                          A. Self-Regulatory Organization’s
                                                  [FR Doc. 2016–01925 Filed 2–2–16; 8:45 am]                                                                      investment strategy designed to provide
                                                                                                          Statement of the Purpose of, and the
                                                  BILLING CODE 8011–01–P                                                                                          returns that correspond to the
                                                                                                          Statutory Basis for, the Proposed Rule
                                                                                                                                                                  performance of the S&P 500 Dynamic
                                                                                                          Change
                                                                                                                                                                  VEQTOR Index (the ‘‘Benchmark’’). The
                                                  SECURITIES AND EXCHANGE                                 1. Purpose                                              Registration Statement also stated that
                                                  COMMISSION                                                 The Commission previously approved                   the allocation among the Fund’s
                                                                                                          listing and trading on the Exchange of                  investments generally will approximate
                                                  [Release No. 34–76981; File No. SR–
                                                  NYSEArca–2016–20]                                       shares (‘‘Shares’’) of the Fund, a series               the allocation among the components of
                                                                                                          of the PowerShares Actively Managed                     the Benchmark.
                                                  Self-Regulatory Organizations; NYSE                     Exchange-Traded Fund Trust (the                            The Adviser now represents that,
                                                  Arca, Inc.; Notice of Filing and                        ‘‘Trust’’),4 under NYSE Arca Equities                   rather than employing a quantitative,
                                                  Immediate Effectiveness of Proposed                     Rule 8.600, which governs the listing                   rules-based strategy designed to provide
                                                  Rule Change To Reflect Changes to                       and trading of Managed Fund Shares.                     returns that correspond to the
                                                  the Investment Strategy for the                         Shares of the Fund have commenced                       performance of the Benchmark, the
                                                  PowerShares S&P 500® Downside                           listing and trading on the Exchange.                    Fund will use a quantitative, rules-
                                                  Hedged Portfolio                                           The Shares are offered by the Trust,                 based strategy that is designed to
                                                                                                          a statutory trust organized under the                   outperform the Benchmark rather than
                                                  January 28, 2016.                                       laws of the State of Delaware and                       match it.
                                                     Pursuant to Section 19(b)(1) 1 of the                registered with the Commission as an                       The Adviser will continue to invest
                                                  Securities Exchange Act of 1934 (the                    open-end management investment                          the Fund in the same instruments as are
                                                  ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                  company.5 The investment advisor to                     contained in the Benchmark, as
                                                  notice is hereby given that, on January                 the Fund is Invesco PowerShares                         discussed in the Prior Release. However,
                                                  26, 2016, NYSE Arca, Inc. (the                          Capital Management LLC (the                             the Adviser now represents that the
                                                  ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with               ‘‘Adviser’’).                                           Fund will use portfolio management
                                                  the Securities and Exchange                                In this proposed rule change, the                    strategies in seeking to achieve its
                                                  Commission (the ‘‘Commission’’) the                     Exchange proposes to reflect changes to                 investment objective that allocate the
                                                  proposed rule change as described in                    the investment strategy that the Adviser                Fund’s assets in a manner that may not
                                                  Items I and II below, which Items have                  utilizes in seeking to achieve the Fund’s               correspond to the Benchmark. The
                                                  been prepared by the self-regulatory                    investment objective, as described                      Adviser also now represents that, going
                                                  organization. The Commission is                         below.6                                                 forward, the Fund will seek to
                                                  publishing this notice to solicit                          The Prior Release stated that,                       outperform the Benchmark rather than
                                                  comments on the proposed rule change                    according to the Registration Statement,                match it.
                                                  from interested persons.                                the Fund is an actively managed                            The Exchange notes that the Prior
                                                                                                          exchange-traded fund that will seek to                  Release stated that, according to the
                                                  I. Self-Regulatory Organization’s                                                                               Registration Statement, the Fund may
                                                                                                          achieve positive total returns in rising or
                                                  Statement of the Terms of Substance of                                                                          invest a portion of its assets in high-
                                                                                                          falling markets that are not directly
                                                  the Proposed Rule Change                                                                                        quality money market instruments,
                                                     The Exchange proposes a rule change                     4 See Securities Exchange Act Release No. 68158      cash, and cash equivalents to provide
                                                  to reflect changes to the investment                    (Nov. 5, 2012), 77 FR 67412 (Nov. 9, 2012) (SR–         liquidity, to collateralize its futures
                                                  strategy for the PowerShares S&P 500®                   NYSEArca–2012–101) (‘‘Prior Order’’). See also          contracts investments, or to track the
                                                                                                          Securities Exchange Act Release No. 67881 (Sept.        Benchmark during times when the
                                                  Downside Hedged Portfolio (the                          18, 2012), 77 FR 58889 (Sept. 24, 2012) (SR–
                                                  ‘‘Fund’’). The proposed rule change is                  NYSEArca–2012–101) (‘‘Prior Notice,’’ and together      Benchmark moves its entire allocation
                                                  available on the Exchange’s Web site at                 with the Prior Order, the ‘‘Prior Release’’).           to cash. The Exchange also proposes to
                                                  www.nyse.com, at the principal office of
                                                                                                             5 The Trust is registered under the Investment       change this representation to state that
                                                                                                          Company Act of 1940 (15 U.S.C. 80a–1) (‘‘1940           the Fund may invest a portion of its
                                                  the Exchange, and at the Commission’s                   Act’’). The Trust intends to file a prospectus
                                                  Public Reference Room.                                  supplement with the Commission or a post-effective
                                                                                                                                                                  assets in high-quality money market
                                                                                                          amendment to its registration statement on Form N–      instruments, cash, and cash equivalents
                                                  II. Self-Regulatory Organization’s                      1A under the Securities Act of 1933 (15 U.S.C. 77a)     to provide liquidity, to collateralize its
                                                  Statement of the Purpose of, and                        (‘‘Securities Act’’), and under the 1940 Act relating   futures contracts investments, or during
                                                  Statutory Basis for, the Proposed Rule                  to the Fund (File Nos. 333–147622 and 811–22148)
                                                                                                          (‘‘Registration Statement’’) to reflect the changes     periods of heightened volatility when
                                                  Change                                                  requested in the proposed rule change upon              the Adviser believes that it is in the best
                                                    In its filing with the Commission, the                effectiveness of the rule change. The description of    interest of the Fund to do so. Because
                                                                                                          the operation of the Trust and the Fund herein will     the Fund, going forward, would seek to
                                                  self-regulatory organization included                   be reflected in any such filing. In addition, the
                                                  statements concerning the purpose of,                   Commission has issued an order granting certain         outperform rather than match the
                                                  and basis for, the proposed rule change                 exemptive relief to the Trust under the1940 Act.        Benchmark, the Fund would no longer
                                                  and discussed any comments it received                  See Investment Company Act Release No. 28171            utilize high quality money market
                                                                                                          (Feb. 27, 2008) (File No. 812–13386) (‘‘Exemptive
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  on the proposed rule change. The text                   Order’’).
                                                                                                                                                                  instruments, cash and cash equivalents
                                                  of those statements may be examined at                     6 The changes described herein will be effective     for the purpose of tracking the
                                                  the places specified in Item IV below.                  contingent upon filing of a prospectus supplement       Benchmark.
                                                                                                          or upon effectiveness of the Trust’s most recent           The Adviser represents that there is
                                                    10 17
                                                                                                          post-effective amendment to its Registration            no change to the Fund’s investment
                                                          CFR 200.30–3(a)(12).                            Statement. See note 5, supra. The Adviser
                                                    1 15 U.S.C. 78s(b)(1).                                represents that the Adviser will not implement the
                                                                                                                                                                  objective. The Fund will continue to
                                                    2 15 U.S.C. 78a.
                                                                                                          changes described herein until the instant proposed     invest in the securities and financial
                                                    3 17 CFR 240.19b–4.                                   rule change is operative.                               instruments identified in the Prior


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                                                                                Federal Register / Vol. 81, No. 22 / Wednesday, February 3, 2016 / Notices                                                        5799

                                                  Release and will remain subject to the                     Release, and that the Fund may invest                 Exchange of the Fund after it begins to
                                                  allocation limitations identified in the                   in the same instruments as are                        utilize the quantitative, rules-based
                                                  Prior Release.                                             contained in the Benchmark, as                        strategy designed to outperform the
                                                     Except for the changes noted above,                     discussed in the Prior Release. However,              Benchmark, which will enhance
                                                  all other facts presented and                              the Adviser now represents that the                   competition among issues of Managed
                                                  representations made in the Prior                          Fund will use portfolio management                    Fund Shares.
                                                  Release are unchanged.                                     strategies in seeking to achieve its
                                                     The Fund will continue to comply                        investment objective that allocate the                C. Self-Regulatory Organization’s
                                                  with all initial and continued listing                     Fund’s assets in a manner that may not                Statement on Comments on the
                                                  requirements under NYSE Arca Equities                      correspond to the Benchmark. The                      Proposed Rule Change Received From
                                                  Rule 8.600.                                                Adviser also now represents that, going               Members, Participants, or Others
                                                     All terms referenced but not defined                    forward, the Fund will seek to                          No written comments were solicited
                                                  herein are defined in the Prior Release.                   outperform the Benchmark rather than                  or received with respect to the proposed
                                                  2. Statutory Basis                                         match it.                                             rule change.
                                                                                                                As noted above, the Prior Release
                                                     The basis under the Act for this                        stated that, according to the Registration            III. Date of Effectiveness of the
                                                  proposed rule change is the requirement                    Statement, the Fund may invest a                      Proposed Rule Change and Timing for
                                                  under Section 6(b)(5) 7 that an exchange                   portion of its assets in high-quality                 Commission Action
                                                  have rules that are designed to prevent                    money market instruments, cash, and
                                                  fraudulent and manipulative acts and                                                                                Because the foregoing proposed rule
                                                                                                             cash equivalents to provide liquidity, to
                                                  practices, to promote just and equitable                                                                         change does not: (i) Significantly affect
                                                                                                             collateralize its futures contracts
                                                  principles of trade, to remove                                                                                   the protection of investors or the public
                                                                                                             investments, or to track the Benchmark
                                                  impediments to, and perfect the                                                                                  interest; (ii) impose any significant
                                                                                                             during times when the Benchmark
                                                  mechanism of a free and open market                                                                              burden on competition; and (iii) become
                                                                                                             moves its entire allocation to cash. The
                                                  and, in general, to protect investors and                                                                        operative for 30 days from the date on
                                                                                                             Exchange also proposes to change this
                                                  the public interest.                                                                                             which it was filed, or such shorter time
                                                                                                             representation to state that the Fund
                                                     The Exchange believes that the                                                                                as the Commission may designate, if
                                                                                                             may invest a portion of its assets in
                                                  proposed rule change is designed to                                                                              consistent with the protection of
                                                                                                             high-quality money market instruments,
                                                  prevent fraudulent and manipulative                                                                              investors and the public interest, the
                                                                                                             cash, and cash equivalents to provide
                                                  acts and practices. The proposed                           liquidity, to collateralize its futures               proposed rule change has become
                                                  changes to the representations                             contracts investments, or during periods              effective pursuant to Section 19(b)(3)(A)
                                                  contained in the Prior Release are                         of heightened volatility when the                     of the Act 8 and Rule 19b–4(f)(6)
                                                  limited in scope. The Adviser is                           Adviser believes that it is in the best               thereunder.9
                                                  changing the representation in the Prior                   interest of the Fund to do so.                           At any time within 60 days of the
                                                  Release that the Fund will employ a                           The proposed rule change is designed               filing of the proposed rule change, the
                                                  quantitative, rules-based strategy                         to perfect the mechanism of a free and                Commission may temporarily suspend
                                                  designed to provide returns that                           open market and, in general, to protect               such rule change if it appears to the
                                                  correspond to the performance of the                       investors and the public interest in that             Commission that such action is
                                                  Benchmark, to a representation that the                    the Fund will continue to comply with                 necessary or appropriate in the public
                                                  Fund will use a quantitative, rules-                       all initial and continued listing                     interest, for the protection of investors,
                                                  based strategy that is designed to                         requirements under NYSE Arca Equities                 or otherwise in furtherance of the
                                                  outperform the Benchmark rather than                       Rule 8.600. The proposed rule change                  purposes of the Act. If the Commission
                                                  seek returns comparable to it.                             will permit the Fund to operate in a                  takes such action, the Commission shall
                                                     The Adviser represents that there is                    manner similar to other issues of                     institute proceedings to determine
                                                  no change to the Fund’s investment                         Managed Fund Shares that seek to                      whether the proposed rule should be
                                                  objective or to the securities and                         outperform an index and will permit                   approved or disapproved.
                                                  financial instruments identified in the                    continued listing on the Exchange of the
                                                  Prior Release that the Fund utilizes in                                                                          IV. Solicitation of Comments
                                                                                                             Fund after it begins to utilize the
                                                  seeking to achieve its investment                          quantitative, rules-based strategy                      Interested persons are invited to
                                                  objective. The Fund’s use of such                          designed to outperform the Benchmark,                 submit written data, views, and
                                                  securities and financial instruments will                  which will enhance competition among                  arguments concerning the foregoing,
                                                  remain subject to the applicable                           issues of Managed Fund Shares                         including whether the proposed rule
                                                  allocation limitations identified in the                   currently trading on the Exchange.                    change is consistent with the Act.
                                                  Prior Release. The Fund will continue to                   Except for the changes noted above, all               Comments may be submitted by any of
                                                  comply with all initial and continued                      other representations made in the Prior               the following methods:
                                                  listing requirements under NYSE Arca                       Release are unchanged.
                                                  Equities Rule 8.600.                                                                                             Electronic Comments
                                                     The proposed rule change is designed                    B. Self-Regulatory Organization’s
                                                                                                             Statement on Burden on Competition                      • Use the Commission’s Internet
                                                  to promote just and equitable principles                                                                         comment form (http://www.sec.gov/
                                                  of trade and to protect investors and the                     The Exchange does not believe that                 rules/sro.shtml); or
                                                  public interest in that the Adviser                        the proposed rule change will impose
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                                                  represents that there is no change to the                  any burden on competition that is not                   8 15  U.S.C. 78s(b)(3)(A).
                                                  Fund’s investment objective. The                           necessary or appropriate in furtherance                 9 17  CFR 240.19b–4(f)(6). In addition, Rule 19b-
                                                  Adviser represents that the allocation of                  of the purposes of the Act. The                       4(f)(6) requires a self-regulatory organization to give
                                                  the Fund’s portfolio will remain                           proposed change will permit the Fund                  the Commission written notice of its intent to file
                                                  consistent with the allocation                             to operate in a manner similar to other               the proposed rule change at least five business days
                                                                                                                                                                   prior to the date of filing of the proposed rule
                                                  limitations discussed in the Prior                         issues of Managed Fund Shares that                    change, or such shorter time as designated by the
                                                                                                             seek to outperform an index and will                  Commission. The Exchange has satisfied this
                                                    7 15   U.S.C. 78f(b)(5).                                 permit continued listing on the                       requirement.



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                                                  5800                         Federal Register / Vol. 81, No. 22 / Wednesday, February 3, 2016 / Notices

                                                    • Send an email to rule-comments@                       SECURITIES AND EXCHANGE                               A. Self-Regulatory Organization’s
                                                  sec.gov. Please include File Number SR–                   COMMISSION                                            Statement of the Purpose of, and
                                                  NYSEArca–2016–20 on the subject line.                                                                           Statutory Basis for, the Proposed Rule
                                                                                                            [Release No. 34–76993; File No. SR–CBOE–              Change
                                                  Paper Comments
                                                                                                            2016–004]                                             1. Purpose
                                                    • Send paper comments in triplicate                                                                              The Exchange proposes to increase
                                                  to Secretary, Securities and Exchange                     Self-Regulatory Organizations;
                                                                                                                                                                  the Options Regulatory Fee (‘‘ORF’’)
                                                  Commission, 100 F Street NE.,                             Chicago Board Options Exchange,
                                                                                                                                                                  from $.0064 to $.0081 per contract in
                                                  Washington, DC 20549–1090.                                Incorporated; Notice of Filing and
                                                                                                                                                                  order to help ensure that revenue
                                                                                                            Immediate Effectiveness of a Proposed
                                                  All submissions should refer to File                                                                            collected from the ORF, in combination
                                                                                                            Rule Change Relating to the Options                   with other regulatory fees and fines,
                                                  Number SR–NYSEArca–2016–20. This                          Regulatory Fee
                                                  file number should be included on the                                                                           meets the Exchange’s total regulatory
                                                  subject line if email is used. To help the                January 28, 2016.                                     costs. The proposed fee change would
                                                  Commission process and review your                                                                              be operative on February 1, 2016.
                                                                                                               Pursuant to Section 19(b)(1) of the                   The ORF is assessed by the Exchange
                                                  comments more efficiently, please use                     Securities Exchange Act of 1934                       to each Trading Permit Holder for all
                                                  only one method. The Commission will                      (‘‘Act’’),1 and Rule 19b–4 thereunder,2               options transactions executed or cleared
                                                  post all comments on the Commission’s                     notice is hereby given that on January                by the Trading Permit Holder that are
                                                  Internet Web site (http://www.sec.gov/                    14, 2016, Chicago Board Options                       cleared by The Options Clearing
                                                  rules/sro.shtml). Copies of the                           Exchange, Incorporated (the ‘‘Exchange’’              Corporation (‘‘OCC’’) in the customer
                                                  submission, all subsequent                                or ‘‘CBOE’’) filed with the Securities                range (i.e., transactions that clear in a
                                                  amendments, all written statements                        and Exchange Commission (the                          customer account at OCC) regardless of
                                                  with respect to the proposed rule                         ‘‘Commission’’) the proposed rule                     the exchange on which the transaction
                                                  change that are filed with the                            change as described in Items I, II, and               occurs.3 In other words, the Exchange
                                                  Commission, and all written                               III below, which Items have been                      imposes the ORF on all customer-range
                                                  communications relating to the                            prepared by the Exchange. The                         transactions executed by a Trading
                                                  proposed rule change between the                          Commission is publishing this notice to               Permit Holder, even if the transactions
                                                  Commission and any person, other than                     solicit comments on the proposed rule                 do not take place on the Exchange. The
                                                  those that may be withheld from the                       change from interested persons.                       ORF also is charged for transactions that
                                                  public in accordance with the                                                                                   are not executed by a Trading Permit
                                                  provisions of 5 U.S.C. 552, will be                       I. Self-Regulatory Organization’s                     Holder but are ultimately cleared by a
                                                  available for Web site viewing and                        Statement of the Terms of Substance of                Trading Permit Holder. In the case
                                                  printing in the Commission’s Public                       the Proposed Rule Change                              where a Trading Permit Holder executes
                                                  Reference Room, 100 F Street NE.,                                                                               a transaction and a different Trading
                                                                                                               Chicago Board Options Exchange,                    Permit Holder clears the transaction, the
                                                  Washington, DC 20549, on official
                                                                                                            Incorporated (the ‘‘Exchange’’ or                     ORF is assessed to the Trading Permit
                                                  business days between the hours of
                                                                                                            ‘‘CBOE’’) proposes to amend the                       Holder who executed the transaction. In
                                                  10:00 a.m. and 3:00 p.m. Copies of such
                                                                                                            Options Regulatory Fee. The text of the               the case where a non-Trading Permit
                                                  filing will also be available for
                                                                                                            proposed rule change is available on the              Holder executes a transaction and a
                                                  inspection and copying at the principal
                                                                                                            Exchange’s Web site (http://                          Trading Permit Holder clears the
                                                  office of the Exchange. All comments
                                                                                                            www.cboe.com/AboutCBOE/                               transaction, the ORF is assessed to the
                                                  received will be posted without change;
                                                                                                            CBOELegalRegulatoryHome.aspx), at                     Trading Permit Holder who clears the
                                                  the Commission does not edit personal
                                                                                                            the Exchange’s Office of the Secretary,               transaction. The ORF is collected
                                                  identifying information from                                                                                    indirectly from Trading Permit Holders
                                                                                                            and at the Commission’s Public
                                                  submissions. You should submit only                                                                             through their clearing firms by OCC on
                                                                                                            Reference Room.
                                                  information that you wish to make                                                                               behalf of the Exchange.
                                                  available publicly. All submissions                       II. Self-Regulatory Organization’s                       The ORF is designed to recover a
                                                  should refer to File Number SR–                           Statement of the Purpose of, and                      material portion of the costs to the
                                                  NYSEArca–2016–20 and should be                            Statutory Basis for, the Proposed Rule                Exchange of the supervision and
                                                  submitted on or before February 24,                       Change                                                regulation of Trading Permit Holder
                                                  2016.                                                                                                           customer options business, including
                                                                                                              In its filing with the Commission, the              performing routine surveillances,
                                                    For the Commission, by the Division of                  Exchange included statements
                                                  Trading and Markets, pursuant to delegated                                                                      investigations, examinations, financial
                                                                                                            concerning the purpose of and basis for               monitoring, as well as policy,
                                                  authority.10
                                                                                                            the proposed rule change and discussed                rulemaking, interpretive and
                                                  Robert W. Errett,                                         any comments it received on the                       enforcement activities. The Exchange
                                                  Deputy Secretary.                                         proposed rule change. The text of these               believes that revenue generated from the
                                                  [FR Doc. 2016–01922 Filed 2–2–16; 8:45 am]                statements may be examined at the                     ORF, when combined with all of the
                                                  BILLING CODE 8011–01–P                                    places specified in Item IV below. The                Exchange’s other regulatory fees and
                                                                                                            Exchange has prepared summaries, set                  fines, will cover a material portion, but
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                                                                                                            forth in sections A, B, and C below, of               not all, of the Exchange’s regulatory
                                                                                                            the most significant aspects of such                  costs. The Exchange notes that its
                                                                                                            statements.                                           regulatory responsibilities with respect
                                                                                                                                                                  to Trading Permit Holder compliance
                                                                                                                                                                     3 The ORF also applies to customer-range
                                                                                                              1 15 U.S.C. 78s(b)(1).                              transactions executed during Extended Trading
                                                    10 17   CFR 200.30–3(a)(12).                              2 17 CFR 240.19b–4.                                 Hours.



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Document Created: 2016-02-03 00:40:39
Document Modified: 2016-02-03 00:40:39
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 Citation81 FR 5798 

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