83 FR 4528 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Guggenheim Ultra Short Duration ETF and the Guggenheim Total Return Bond ETF

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 21 (January 31, 2018)

Page Range		4528-4530
FR Document		2018-01818
Federal Register, Volume 83 Issue 21 (Wednesday, January 31, 2018)
[Federal Register Volume 83, Number 21 (Wednesday, January 31, 2018)]
[Notices]
[Pages 4528-4530]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-01818]



[[Page 4528]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82587; File No. SR-NYSEArca-2018-05]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change Relating to the 
Guggenheim Ultra Short Duration ETF and the Guggenheim Total Return 
Bond ETF

January 25, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on January 16, 2018, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``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 reflect changes to certain representations 
made in the respective proposed rule changes previously filed with the 
Commission pursuant to Rule 19b-4 relating to the Guggenheim Ultra 
Short Duration ETF and the Guggenheim Total Return Bond ETF (each a 
``Fund'' and, collectively, the ``Funds''). Shares of the Funds are 
currently listed and traded on the Exchange under NYSE Arca Rule 8.600-
E. The proposed rule change is available on the Exchange's website 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 the listing and trading on the Exchange 
of shares (``Shares'') of the Funds, under NYSE Arca Rule 8.600-E 
(formerly NYSE Arca Equities Rule 8.600), which governs the listing and 
trading of Managed Fund Shares.\4\ The Funds' Shares are currently 
listed and traded on the Exchange under NYSE Arca Rule 8.600-E.\5\
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    \4\ 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 Rule 5.2-E(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.
    \5\ The Commission previously approved the listing and trading 
of the Shares of the Guggenheim Ultra Short Duration ETF (formerly, 
Guggenheim Enhanced Short Duration ETF and, prior to that, 
Guggenheim Enhanced Ultra-Short Bond ETF). See Securities Exchange 
Act Release Nos. 64550 (May 26, 2011), 76 FR 32005 (June 2, 2011) 
(SR-NYSEArca-2011-11) (Order Granting Approval of Proposed Rule 
Change Relating to the Listing and Trading of the Guggenheim 
Enhanced Core Bond ETF and Guggenheim Enhanced Ultra-Short Bond ETF) 
(``First Short Duration Order''); 64224 (April 7, 2011), 76 FR 20401 
(April 12, 2011) (SR-NYSEArca-2011-11) (Notice of Proposed Rule 
Change Relating to the Listing and Trading of the Guggenheim 
Enhanced Core Bond ETF and Guggenheim Enhanced Ultra-Short Bond ETF) 
(``First Short Duration Notice,'' and, together with the First Short 
Duration Order, ``First Short Duration Releases''); 74814 (April 27, 
2015), 80 FR 24986 (May 1, 2015) (SR-NYSEArca-2014-107) (Notice of 
Filing of Amendment Nos. 2 and 3 and Order Granting Accelerated 
Approval of a Proposed Rule Change to Reflect Changes to the Means 
of Achieving the Investment Objective Applicable to the Guggenheim 
Enhanced Short Duration ETF) (``Second Short Duration Order''); 
73512 (November 3, 2014), 79 FR 66442 (November 7, 2014) (SR-
NYSEArca-2014-107) (Notice of Filing of Proposed Rule Change, as 
Modified by Amendment No. 1 Thereto, to Reflect Changes to the Means 
of Achieving the Investment Objective Applicable to the Guggenheim 
Enhanced Short Duration ETF) (``Second Short Duration Notice'' and, 
together with the Second Short Duration Order and the First Short 
Duration Releases, the ``Short Duration Releases''). The Commission 
previously approved the listing and trading of the Shares of the 
Guggenheim Total Return Bond ETF in Securities Exchange Act Release 
No. 76719 (December 21, 2015), 80 FR 80859 (December 28, 2015) (SR-
NYSEArca-2015-73) (Notice of Filing of Amendment Nos. 3, 4, 5, and 6 
and Order Granting Accelerated Approval of a Proposed Rule Change, 
as Modified by Amendment Nos. 1, 3, 4, 5 and 6, to List and Trade of 
Shares of the Guggenheim Total Return Bond ETF under NYSE Arca 
Equities Rule 8.600) (``Total Return Order''). See also Securities 
Exchange Act Release No. 75930 (September 16, 2015), 80 FR 57251 
(September 22, 2015) (Notice of Filing of Proposed Rule Change, as 
Modified by Amendment No. 1, Relating to Listing and Trading Shares 
of the Guggenheim Total Return Bond ETF under NYSE Arca Equities 
Rule 8.600) (``Total Return Notice'' and, together with the Total 
Return Order and Amendment Nos. 1, 3, 4, 5 and 6 to the Total Return 
Notice, the ``Total Return Releases'').
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    The Shares of the Guggenheim Ultra Short Duration ETF are offered 
by Claymore Exchange-Traded Fund Trust and Shares of the Guggenheim 
Total Return Bond ETF are offered by Claymore Exchange-Traded Fund 
Trust 2 (together with the Claymore Exchange-Traded Fund Trust, the 
``Claymore Trusts''). PowerShares Actively Managed Exchange-Traded Fund 
Trust has filed a combined prospectus and proxy statement (the ``Proxy 
Statement'') with the Commission on Form N-14 describing a ``Plan of 
Reorganization'' pursuant to which, following approval of the Funds' 
shareholders, all or substantially all of the assets and substantially 
all of the liabilities of each Fund would be transferred to a 
corresponding, newly-formed fund of the PowerShares Actively Managed 
Exchange-Traded Fund Trust, described below. According to the Proxy 
Statement, the investment objective of each Fund will be the same 
following implementation of the Plan of Reorganization 
(``Reorganization'').\6\ Following shareholder approval and closing of 
the Reorganization, investors will receive an identical number of 
shares of beneficial interest of the corresponding PowerShares fund in 
an amount equal in value to the net asset value of the Shares of the 
Funds of the Claymore Trusts immediately prior to the Reorganization 
(and cash with respect to any fractional shares held, if any).
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    \6\ See registration statement on Form N-14 under the Securities 
Act of 1933 (15 U.S.C. 77a) (``1933 Act''), dated November 21, 2017 
(File No. 333-221699).
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    In this proposed rule change, the Exchange proposes to reflect 
changes to certain representations made in the respective proposed rule 
changes previously filed with the Commission pursuant to Rule 19b-4 
relating to the Funds, as described above,\7\ which changes would be 
implemented as a result of the Plan of Reorganization.\8\
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    \7\ See note 5, supra.
    \8\ The Guggenheim Ultra Short Duration ETF's investment 
adviser, Guggenheim Funds Investment Advisors, LLC, and the 
Guggenheim Total Return Bond ETF's investment adviser, Guggenheim 
Partners Investment Management, LLC, represent that each will manage 
each respective Fund in the manner described in the applicable 
proposed rule change(s) for such Fund as referenced in note 5, 
supra, and the changes described herein will not be implemented 
until this proposed rule change is operative.

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[[Page 4529]]

Guggenheim Ultra Short Duration ETF \9\
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    \9\ On October 20, 2017 the PowerShares Actively Managed 
Exchange-Traded Fund Trust filed with the Commission a pre-effective 
amendment to its registration statement on Form N-1A under the 1933 
Act and under the 1940 Act relating to the Funds [sic] (File Nos. 
333-147622 and 811-22148) relating to the PowerShares Ultra Short 
Duration Portfolio and the PowerShares Total Return Bond Portfolio. 
The October 20, 2017 filing is intended to create a new entity to 
serve as the vehicle into which the Funds will be reorganized 
through the Plan of Reorganization contained in the Proxy Statement. 
In addition, the Commission has issued an order granting certain 
exemptive relief to the PowerShares Actively Managed Exchange-Traded 
Fund Trust under the 1940 Act. See Investment Company Act Release 
No. 28171 (February 27, 2008) (File No. 812-13386), as amended by 
Investment Company Release No. 28467 (October 27, 2008) (File No. 
812-13491).
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    The First Short Duration Notice stated the name of the Fund as 
Guggenheim Enhanced Ultra-Short Bond ETF, which name was later changed 
to Guggenheim Enhanced Short Duration ETF and then to Guggenheim Ultra 
Short Duration ETF. Following the Reorganization, the name of the Fund 
will be PowerShares Ultra Short Duration Portfolio.
    The Second Short Duration Notice stated that the Fund's trust is 
Claymore Exchange-Traded Fund Trust and the Fund's investment adviser 
is Guggenheim Funds Investment Advisors, LLC. Following the 
Reorganization, the Fund's trust will be PowerShares Actively Managed 
Exchange-Traded Fund Trust, and the Fund's investment adviser and sub-
adviser will be Invesco PowerShares Capital Management LLC and Invesco 
Advisers, Inc., respectively.\10\
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    \10\ Invesco PowerShares Capital Management LLC and Invesco 
Advisers, Inc. each is not registered as a broker-dealer but is 
affiliated with a broker-dealer. Each such entity has implemented 
and will maintain a fire wall with respect to its affiliated broker-
dealer regarding access to information concerning the composition 
and/or changes to a Fund's portfolio. In the event (a) Invesco 
PowerShares Capital Management LLC or Invesco Advisers, Inc. becomes 
registered as a broker-dealer or newly affiliated with a broker-
dealer, or (b) any new adviser or sub-adviser becomes registered as 
a broker-dealer or newly affiliated with a broker-dealer, it will 
implement and maintain a fire wall with respect to its relevant 
personnel or such broker-dealer affiliate regarding access to 
information concerning the composition and/or changes to a Fund's 
portfolio, and will be subject to procedures designed to prevent the 
use and dissemination of material non-public information regarding 
such portfolio. In addition, personnel who make decisions on a 
Fund's portfolio composition must be subject to procedures designed 
to prevent the use and dissemination of material nonpublic 
information regarding a Fund's portfolio.
     An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, with respect to PowerShares Ultra Short 
Duration Portfolio and PowerShares Total Return Bond Portfolio, 
Invesco PowerShares Capital Management LLC and Invesco Advisers, 
Inc., as adviser and sub-adviser, respectively, and their related 
personnel, are subject to the provisions of Rule 204A-1 under the 
Advisers Act relating to codes of ethics. This Rule requires 
investment advisers to adopt a code of ethics that reflects the 
fiduciary nature of the relationship to clients as well as 
compliance with other applicable securities laws. Accordingly, 
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with 
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under 
the Advisers Act makes it unlawful for an investment adviser to 
provide investment advice to clients unless such investment adviser 
has (i) adopted and implemented written policies and procedures 
reasonably designed to prevent violation, by the investment adviser 
and its supervised persons, of the Advisers Act and the Commission 
rules adopted thereunder; (ii) implemented, at a minimum, an annual 
review regarding the adequacy of the policies and procedures 
established pursuant to subparagraph (i) above and the effectiveness 
of their implementation; and (iii) designated an individual (who is 
a supervised person) responsible for administering the policies and 
procedures adopted under subparagraph (i) above.
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    The First Short Duration Notice stated that the Fund's distributor 
is Claymore Securities, Inc. Following the Reorganization, the Fund's 
distributor will be Invesco Distributors, Inc.
    The First Short Duration Notice stated the Fund is considered non-
diversified under the 1940 Act; \11\ the Trust changed this 
representation in an amendment to the Trust's registration statement to 
state that the Fund is considered a diversified fund.\12\ Following the 
Reorganization, the Fund's registration statement will state that the 
Fund will be considered non-diversified under the 1940 Act.
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    \11\ The diversification standard is set forth in Section 
5(b)(1) of the 1940 Act (15 U.S.C. 80e). The Commission has 
previously approved listing and trading of issues of Managed Fund 
Shares that are classified as non-diversified investment companies 
under the 1940 Act. See, e.g., Securities Exchange Act Release No. 
74338 (February 20, 2015), 80 FR 10556 (February 26, 2015) (SR-
NYSEArca-2014-143) (order approving proposed rule change relating to 
the listing and trading of shares of the SPDR DoubleLine Total 
Return Tactical ETF under NYSE Arca Equities Rule 8.600).
    \12\ See footnote 15 to the Second Short Duration Order.
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Guggenheim Total Return Bond ETF
    The Total Return Releases stated the name of the Fund as Guggenheim 
Total Return Bond ETF. Following the Reorganization, the Fund's name 
will be PowerShares Total Return Bond Portfolio.
    The Total Return Releases stated that the Fund's trust is Claymore 
Exchange-Traded Fund Trust 2, and the Fund's investment adviser is 
Guggenheim Partners Investment Management, LLC. Following the 
Reorganization, the Fund's trust will be PowerShares Actively Managed 
Exchange-Traded Fund Trust, and the Fund's investment adviser will be 
Invesco PowerShares Capital Management LLC. The Total Return Releases 
did not specify that the Fund will have a sub-adviser. Following the 
Reorganization, the Fund will have a sub-adviser, namely, Invesco 
Advisers, Inc.\13\ The First [sic] Total Return Notice stated that the 
Fund's distributor is Guggenheim Funds Distributors, LLC. Following the 
Reorganization, the Fund's distributor will be Invesco Distributors, 
Inc.
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    \13\ See note 10, supra.
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    The investment objective of each Fund will remain unchanged. Except 
for the changes noted above, all other representations made in the 
Short Duration Releases and the Total Return Releases, respectively, 
remain unchanged.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5)\14\ 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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    \14\ 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, and is designed 
to promote just and equitable principles of trade and to protect 
investors and the public interest.
    PowerShares Actively Managed Exchange-Traded Fund Trust has filed 
the Proxy Statement describing the Reorganization pursuant to which, 
following approval of the Funds' shareholders, all assets of each Fund 
would be transferred to a corresponding fund of the PowerShares 
Actively Managed Exchange-Traded Fund Trust. This filing proposes to 
reflect organizational and administrative changes that would be 
implemented as a result of the Reorganization, including changes to the 
Funds' names, the trust entity issuing shares of the Funds, the adviser 
and sub-adviser to the Funds and the distributor for the Funds. In 
addition, following the Reorganization, the PowerShares Ultra Short 
Duration Portfolio's registration statement will state that it will be 
considered non-diversified under the 1940 Act. As noted above, Invesco 
PowerShares Capital Management LLC and Invesco Advisers, Inc. each is 
not registered as a broker-dealer but is affiliated with a broker-
dealer. Each such entity has implemented and will maintain a fire wall 
with respect to its affiliated broker-dealer regarding access to 
information concerning the composition and/or

[[Page 4530]]

changes to a Fund's portfolio. In the event (a) Invesco PowerShares 
Capital Management LLC or Invesco Advisers, Inc. becomes registered as 
a broker-dealer or newly affiliated with a broker-dealer, or (b) any 
new adviser or sub-adviser becomes registered as a broker-dealer or 
newly affiliated with a broker-dealer, it will implement and maintain a 
fire wall with respect to its relevant personnel or such broker-dealer 
affiliate regarding access to information concerning the composition 
and/or changes to the portfolio, and will be subject to procedures 
designed to prevent the use and dissemination of material non-public 
information regarding such portfolio. According to the Proxy Statement, 
the investment objective of each Fund will be the same following 
implementation of the Reorganization. Except for the changes noted in 
this proposed rule change, all other representations made in the Short 
Duration Releases and the Total Return Releases, respectively, remain 
unchanged. The Exchange believes these changes will not adversely 
impact investors or Exchange trading.

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 Exchange believes the 
proposed rule change will enhance competition and benefit of [sic] 
investors and the marketplace by permitting continued listing and 
trading of Shares of the Funds following implementation of the changes 
described above that would follow the Reorganization, which changes are 
non-substantive and would not impact the respective investment 
objective of each Fund.

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 prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, it has become effective pursuant to 
Section 19(b)(3)(A) of the Act \15\ and Rule 19b-4(f)(6) 
thereunder.\16\
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    \15\ 15 U.S.C. 78s(b)(3)(A).
    \16\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and 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 satisfied this requirement.
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    The Exchange has asked the Commission to waive the 30-day operative 
delay so that the proposal may become operative immediately upon 
filing. The Commission notes that the proposal would allow the Exchange 
to reflect organizational and administrative changes to the Funds that 
would be implemented as a result of the Reorganization, including 
changes to the Funds' names, the trust entity issuing shares of the 
Funds, the adviser and sub-adviser to the Funds, and the distributor 
for the Funds. In addition, following the Reorganization, the 
PowerShares Ultra Short Duration Portfolio's registration statement 
will state that it will be considered non-diversified under the 1940 
Act. The Commission further notes that the Exchange represents that the 
investment objective of each Fund will remain the same, and, except for 
the changes noted in this proposed rule change, all other 
representations made in the Short Duration Releases and the Total 
Return Releases remain unchanged. The Commission believes that the 
proposal raises no new or novel regulatory issues and waiver of the 30-
day operative delay is consistent with the protection of investors and 
the public interest. The Commission hereby waives the 30-day operative 
delay and designates the proposed rule change to be operative upon 
filing.\17\
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    \17\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily 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.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2018-05 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-2018-05. 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 website (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 website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEArca-2018-05 and should be submitted 
on or before February 21, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-01818 Filed 1-30-18; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 83, No. 21 / Wednesday, January 31, 2018 / Notices 4529

Guggenheim Ultra Short Duration ETF 9 The First Short Duration Notice stated the Reorganization, the Fund will have
The First Short Duration Notice stated that the Fund’s distributor is Claymore a sub-adviser, namely, Invesco Advisers,
the name of the Fund as Guggenheim Securities, Inc. Following the Inc.13 The First [sic] Total Return Notice
Enhanced Ultra-Short Bond ETF, which Reorganization, the Fund’s distributor stated that the Fund’s distributor is
name was later changed to Guggenheim will be Invesco Distributors, Inc. Guggenheim Funds Distributors, LLC.
Enhanced Short Duration ETF and then The First Short Duration Notice stated Following the Reorganization, the
to Guggenheim Ultra Short Duration the Fund is considered non-diversified Fund’s distributor will be Invesco
ETF. Following the Reorganization, the under the 1940 Act; 11 the Trust changed Distributors, Inc.
name of the Fund will be PowerShares this representation in an amendment to The investment objective of each
Ultra Short Duration Portfolio. the Trust’s registration statement to state Fund will remain unchanged. Except for
The Second Short Duration Notice that the Fund is considered a diversified the changes noted above, all other
stated that the Fund’s trust is Claymore fund.12 Following the Reorganization, representations made in the Short
Exchange-Traded Fund Trust and the the Fund’s registration statement will Duration Releases and the Total Return
Fund’s investment adviser is state that the Fund will be considered Releases, respectively, remain
Guggenheim Funds Investment non-diversified under the 1940 Act. unchanged.
Advisors, LLC. Following the Guggenheim Total Return Bond ETF 2. Statutory Basis
Reorganization, the Fund’s trust will be
The Total Return Releases stated the The basis under the Act for this
PowerShares Actively Managed
name of the Fund as Guggenheim Total proposed rule change is the requirement
Exchange-Traded Fund Trust, and the
Return Bond ETF. Following the under Section 6(b)(5)14 that an exchange
Fund’s investment adviser and sub-
Reorganization, the Fund’s name will be have rules that are designed to prevent
adviser will be Invesco PowerShares
PowerShares Total Return Bond fraudulent and manipulative acts and
Capital Management LLC and Invesco
Portfolio. practices, to promote just and equitable
Advisers, Inc., respectively.10
The Total Return Releases stated that principles of trade, to remove
9 On October 20, 2017 the PowerShares Actively the Fund’s trust is Claymore Exchange- impediments to, and perfect the
Managed Exchange-Traded Fund Trust filed with Traded Fund Trust 2, and the Fund’s mechanism of a free and open market
the Commission a pre-effective amendment to its investment adviser is Guggenheim and, in general, to protect investors and
registration statement on Form N–1A under the Partners Investment Management, LLC. the public interest.
1933 Act and under the 1940 Act relating to the The Exchange believes that the
Funds [sic] (File Nos. 333–147622 and 811–22148) Following the Reorganization, the
relating to the PowerShares Ultra Short Duration Fund’s trust will be PowerShares proposed rule change is designed to
Portfolio and the PowerShares Total Return Bond Actively Managed Exchange-Traded prevent fraudulent and manipulative
Portfolio. The October 20, 2017 filing is intended Fund Trust, and the Fund’s investment acts and practices, and is designed to
to create a new entity to serve as the vehicle into promote just and equitable principles of
which the Funds will be reorganized through the adviser will be Invesco PowerShares
Plan of Reorganization contained in the Proxy Capital Management LLC. The Total trade and to protect investors and the
Statement. In addition, the Commission has issued Return Releases did not specify that the public interest.
an order granting certain exemptive relief to the
Fund will have a sub-adviser. Following PowerShares Actively Managed
PowerShares Actively Managed Exchange-Traded Exchange-Traded Fund Trust has filed
Fund Trust under the 1940 Act. See Investment
Company Act Release No. 28171 (February 27, Rule 204A–1 under the Advisers Act relating to the Proxy Statement describing the
2008) (File No. 812–13386), as amended by codes of ethics. This Rule requires investment Reorganization pursuant to which,
Investment Company Release No. 28467 (October advisers to adopt a code of ethics that reflects the following approval of the Funds’
27, 2008) (File No. 812–13491). fiduciary nature of the relationship to clients as
10 Invesco PowerShares Capital Management LLC well as compliance with other applicable securities
shareholders, all assets of each Fund
and Invesco Advisers, Inc. each is not registered as laws. Accordingly, procedures designed to prevent would be transferred to a corresponding
a broker-dealer but is affiliated with a broker-dealer. the communication and misuse of non-public fund of the PowerShares Actively
Each such entity has implemented and will information by an investment adviser must be Managed Exchange-Traded Fund Trust.
maintain a fire wall with respect to its affiliated consistent with Rule 204A–1 under the Advisers
Act. In addition, Rule 206(4)–7 under the Advisers
This filing proposes to reflect
broker-dealer regarding access to information
concerning the composition and/or changes to a Act makes it unlawful for an investment adviser to organizational and administrative
Fund’s portfolio. In the event (a) Invesco provide investment advice to clients unless such changes that would be implemented as
PowerShares Capital Management LLC or Invesco investment adviser has (i) adopted and a result of the Reorganization, including
Advisers, Inc. becomes registered as a broker-dealer implemented written policies and procedures
reasonably designed to prevent violation, by the
changes to the Funds’ names, the trust
or newly affiliated with a broker-dealer, or (b) any
new adviser or sub-adviser becomes registered as a investment adviser and its supervised persons, of entity issuing shares of the Funds, the
broker-dealer or newly affiliated with a broker- the Advisers Act and the Commission rules adopted adviser and sub-adviser to the Funds
dealer, it will implement and maintain a fire wall thereunder; (ii) implemented, at a minimum, an and the distributor for the Funds. In
with respect to its relevant personnel or such annual review regarding the adequacy of the
policies and procedures established pursuant to
addition, following the Reorganization,
broker-dealer affiliate regarding access to
information concerning the composition and/or subparagraph (i) above and the effectiveness of their the PowerShares Ultra Short Duration
changes to a Fund’s portfolio, and will be subject implementation; and (iii) designated an individual Portfolio’s registration statement will
to procedures designed to prevent the use and (who is a supervised person) responsible for state that it will be considered non-
dissemination of material non-public information administering the policies and procedures adopted
under subparagraph (i) above.
diversified under the 1940 Act. As
regarding such portfolio. In addition, personnel
who make decisions on a Fund’s portfolio 11 The diversification standard is set forth in noted above, Invesco PowerShares
composition must be subject to procedures Section 5(b)(1) of the 1940 Act (15 U.S.C. 80e). The Capital Management LLC and Invesco
designed to prevent the use and dissemination of Commission has previously approved listing and Advisers, Inc. each is not registered as
material nonpublic information regarding a Fund’s trading of issues of Managed Fund Shares that are a broker-dealer but is affiliated with a
portfolio. classified as non-diversified investment companies
sradovich on DSK3GMQ082PROD with NOTICES

An investment adviser to an open-end fund is under the 1940 Act. See, e.g., Securities Exchange broker-dealer. Each such entity has
required to be registered under the Investment Act Release No. 74338 (February 20, 2015), 80 FR implemented and will maintain a fire
Advisers Act of 1940 (the ‘‘Advisers Act’’). As a 10556 (February 26, 2015) (SR–NYSEArca–2014– wall with respect to its affiliated broker-
result, with respect to PowerShares Ultra Short 143) (order approving proposed rule change relating dealer regarding access to information
Duration Portfolio and PowerShares Total Return to the listing and trading of shares of the SPDR
Bond Portfolio, Invesco PowerShares Capital DoubleLine Total Return Tactical ETF under NYSE concerning the composition and/or
Management LLC and Invesco Advisers, Inc., as Arca Equities Rule 8.600).
12 See footnote 15 to the Second Short Duration 13 See note 10, supra.
adviser and sub-adviser, respectively, and their
related personnel, are subject to the provisions of Order. 14 15 U.S.C. 78f(b)(5).

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4530 Federal Register / Vol. 83, No. 21 / Wednesday, January 31, 2018 / Notices

changes to a Fund’s portfolio. In the Section 19(b)(3)(A) of the Act 15 and Electronic Comments
event (a) Invesco PowerShares Capital Rule 19b–4(f)(6) thereunder.16
Management LLC or Invesco Advisers, The Exchange has asked the • Use the Commission’s internet
Inc. becomes registered as a broker- Commission to waive the 30-day comment form (http://www.sec.gov/
dealer or newly affiliated with a broker- operative delay so that the proposal may rules/sro.shtml); or
dealer, or (b) any new adviser or sub- become operative immediately upon • Send an email to rule-comments@
adviser becomes registered as a broker- filing. The Commission notes that the sec.gov. Please include File Number SR–
dealer or newly affiliated with a broker- proposal would allow the Exchange to NYSEArca–2018–05 on the subject line.
dealer, it will implement and maintain reflect organizational and administrative
a fire wall with respect to its relevant changes to the Funds that would be Paper Comments
personnel or such broker-dealer affiliate implemented as a result of the
regarding access to information Reorganization, including changes to • Send paper comments in triplicate
concerning the composition and/or the Funds’ names, the trust entity to Secretary, Securities and Exchange
changes to the portfolio, and will be issuing shares of the Funds, the adviser Commission, 100 F Street NE,
subject to procedures designed to and sub-adviser to the Funds, and the Washington, DC 20549–1090.
prevent the use and dissemination of distributor for the Funds. In addition, All submissions should refer to File
material non-public information following the Reorganization, the Number SR–NYSEArca–2018–05. This
regarding such portfolio. According to PowerShares Ultra Short Duration
file number should be included on the
the Proxy Statement, the investment Portfolio’s registration statement will
subject line if email is used. To help the
objective of each Fund will be the same state that it will be considered non-
diversified under the 1940 Act. The Commission process and review your
following implementation of the
Commission further notes that the comments more efficiently, please use
Reorganization. Except for the changes
noted in this proposed rule change, all Exchange represents that the investment only one method. The Commission will
other representations made in the Short objective of each Fund will remain the post all comments on the Commission’s
Duration Releases and the Total Return same, and, except for the changes noted internet website (http://www.sec.gov/
Releases, respectively, remain in this proposed rule change, all other rules/sro.shtml). Copies of the
unchanged. The Exchange believes representations made in the Short submission, all subsequent
these changes will not adversely impact Duration Releases and the Total Return amendments, all written statements
investors or Exchange trading. Releases remain unchanged. The with respect to the proposed rule
Commission believes that the proposal change that are filed with the
B. Self-Regulatory Organization’s raises no new or novel regulatory issues Commission, and all written
Statement on Burden on Competition and waiver of the 30-day operative communications relating to the
The Exchange does not believe that delay is consistent with the protection proposed rule change between the
the proposed rule change will impose of investors and the public interest. The Commission and any person, other than
any burden on competition that is not Commission hereby waives the 30-day those that may be withheld from the
necessary or appropriate in furtherance operative delay and designates the public in accordance with the
of the purposes of the Act. The proposed rule change to be operative provisions of 5 U.S.C. 552, will be
Exchange believes the proposed rule upon filing.17 available for website viewing and
change will enhance competition and At any time within 60 days of the
filing of the proposed rule change, the printing in the Commission’s Public
benefit of [sic] investors and the
Commission summarily may Reference Room, 100 F Street NE,
marketplace by permitting continued
temporarily suspend such rule change if Washington, DC 20549 on official
listing and trading of Shares of the
Funds following implementation of the it appears to the Commission that such business days between the hours of
changes described above that would action is necessary or appropriate in the 10:00 a.m. and 3:00 p.m. Copies of the
follow the Reorganization, which public interest, for the protection of filing also will be available for
changes are non-substantive and would investors, or otherwise in furtherance of inspection and copying at the principal
not impact the respective investment the purposes of the Act. office of the Exchange. All comments
objective of each Fund. received will be posted without change.
IV. Solicitation of Comments
Persons submitting comments are
C. Self-Regulatory Organization’s Interested persons are invited to cautioned that we do not redact or edit
Statement on Comments on the submit written data, views, and personal identifying information from
Proposed Rule Change Received From arguments concerning the foregoing, comment submissions. You should
Members, Participants, or Others including whether the proposed rule submit only information that you wish
No written comments were solicited change is consistent with the Act. to make available publicly. All
or received with respect to the proposed Comments may be submitted by any of
submissions should refer to File
rule change. the following methods:
Number SR–NYSEArca–2018–05 and
III. Date of Effectiveness of the 15 15 U.S.C. 78s(b)(3)(A).
should be submitted on or before
Proposed Rule Change and Timing for 16 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– February 21, 2018.
Commission Action 4(f)(6)(iii) requires a self-regulatory organization to
For the Commission, by the Division of
give the Commission written notice of its intent to
Because the proposed rule change file the proposed rule change, along with a brief Trading and Markets, pursuant to delegated
does not: (i) Significantly affect the description and text of the proposed rule change, authority.18
sradovich on DSK3GMQ082PROD with NOTICES

protection of investors or the public at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
Eduardo A. Aleman,
interest; (ii) impose any significant as designated by the Commission. The Exchange Assistant Secretary.
burden on competition; and (iii) become has satisfied this requirement.
[FR Doc. 2018–01818 Filed 1–30–18; 8:45 am]
operative prior to 30 days from the date 17 For purposes only of waiving the 30-day

operative delay, the Commission has also BILLING CODE 8011–01–P
on which it was filed, or such shorter considered the proposed rule’s impact on
time as the Commission may designate, efficiency, competition, and capital formation. See
it has become effective pursuant to 15 U.S.C. 78c(f). 18 17 CFR 200.30–3(a)(12).

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Document Created: 2018-01-31 00:57:38
Document Modified: 2018-01-31 00:57:38
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		83 FR 4528