Self-Regulatory Organizations; NYSE Amex LLC; Order Granting Approval of Proposed Rule Change Amending Its Trust Unit Rules and Proposing the Listing of the Nuveen Diversified Commodity Fund, 17818-17820 [2010-7836]

Download as PDF 17818 Federal Register / Vol. 75, No. 66 / Wednesday, April 7, 2010 / Notices III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 9 and Rule 19b–4(f)(6) thereunder.10 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, 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 and Rule 19b–4(f)(6)(iii) thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate 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: WReier-Aviles on DSKGBLS3C1PROD with NOTICES Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–NYSE–2010–26 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSE–2010–26. This file number should be included on the subject line if e-mail 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 (https://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 a.m. and 3 p.m. Copies of such filing also will 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 publicly available. All submissions should refer to File Number SR–NYSE– 2010–26 and should be submitted on or before April 28, 2010. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.11 Florence E. Harmon, Deputy Secretary. [FR Doc. 2010–7838 Filed 4–6–10; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–61807; File No. SR– NYSEAmex–2010–09] Self-Regulatory Organizations; NYSE Amex LLC; Order Granting Approval of Proposed Rule Change Amending Its Trust Unit Rules and Proposing the Listing of the Nuveen Diversified Commodity Fund March 31, 2010. On January 29, 2010, NYSE Amex LLC (‘‘NYSE Amex’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to amend NYSE Amex Rule 1600 et seq. to permit the listing and trading of shares (‘‘Shares’’) of the Nuveen Diversified Commodity Fund (the ‘‘Fund’’). The proposed rule change was published in the Federal Register on 11 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 9 15 U.S.C. 78s(b)(3)(A)(iii). 10 17 CFR 240.19b–4(f)(6). VerDate Nov<24>2008 15:18 Apr 06, 2010 1 15 Jkt 220001 PO 00000 Frm 00138 Fmt 4703 Sfmt 4703 March 1, 2010.3 The Commission received no comments on the proposal. This order approves the proposed rule change. I. Description of the Proposal NYSE Amex previously adopted Rule 1600 et seq. to permit the listing of Trust Units, which are defined as securities that are issued by a trust or other similar entity that invests in the assets of a trust, partnership, limited liability company, corporation or other similar entity constituted as a commodity pool that holds investments comprising or otherwise based on any combination of futures contracts, options on futures contracts, forward contracts, swap contracts and/or commodities.4 Rule 1600 was adopted in contemplation of the listing of shares of the Nuveen Commodities Income and Growth Fund (the ‘‘Fund’’), a fund sponsored by Nuveen Investments, Inc. (‘‘Nuveen’’). Nuveen now proposes to go forward with a listing of shares (the ‘‘Shares’’) of the Fund under a new name, the Nuveen Diversified Commodity Fund, and with a modified investment plan, which is described in detail in the Notice.5 NYSE Amex Rule 1600 as currently in effect permits only the listing of Trust Units whose issuers utilize the master/feeder structure originally intended to be used for the Fund. According to the Exchange, due to a change in the interpretation of applicable tax law by the Internal Revenue Service, the originally expected trust reporting procedures would no longer be available under a master/feeder structure. Nuveen therefore proposes to modify its approach and have the listed Fund make its own direct investments. Consequently, the Exchange proposes to amend the definition of Trust Units in Rule 1600 to remove the master/feeder structure requirement and permit the listing of Trust Units where the issuer is constituted as a commodity pool which invests directly in commodities and commodity derivatives. Nuveen has represented to the Exchange that there are no material revisions to the Fund’s structure or investment approach other than those described in this current filing. 3 See Securities Exchange Act Release No. 61571 (February 23, 2010), 75 FR 9265 (‘‘Notice’’). 4 See Securities Exchange Act Release No. 56880 (December 3, 2007), 72 FR 69259 (December 7, 2007) (SR–Amex–2006–96) (order approving NYSE Amex Rule 1600 et seq.). 5 See Securities Exchange Act Release No. 56465 (September 19, 2007), 72 FR 54489 (September 25, 2007) (SR–Amex–2006–96) (notice providing a description of the Fund). E:\FR\FM\07APN1.SGM 07APN1 WReier-Aviles on DSKGBLS3C1PROD with NOTICES Federal Register / Vol. 75, No. 66 / Wednesday, April 7, 2010 / Notices The Fund was formed as a Delaware statutory trust on December 7, 2005 pursuant to a Declaration of Trust signed by Wilmington Trust Company, as the Delaware Trustee.6 The Fund’s primary investment objective is to seek total return through broad exposure to the commodities markets. The Fund’s secondary objective is to provide investors with monthly income and capital distributions not commonly associated with commodity investments. The Fund intends to pursue its investment objective by utilizing: (a) An actively managed rulesbased commodity investment strategy, whereby the Fund will invest in a diversified basket of commodity futures and forward contracts with an aggregate notional value substantially equal to the net assets of the Fund; and (b) a risk management program designed to moderate the overall risk and return characteristics of the Fund’s commodity investments. The Fund will invest in commodity futures and forward contracts, options on commodity futures and forward contracts and over-thecounter (‘‘OTC’’) commodity options in the following commodity groups: energy, industrial metals, precious metals, livestock, agriculturals, and tropical foods and fibers and may in the future include other commodity investments that become the subject of commodity futures trading. The Fund is a commodity pool and is managed by Nuveen Commodities Asset Management, LLC (the ‘‘Manager’’). The Manager is registered as a commodity pool operator (the ‘‘CPO’’) and a commodity trading advisor (the ‘‘CTA’’) with the Commodity Futures Trading Commission (‘‘CFTC’’) and is a member of the National Futures Association (‘‘NFA’’). The Manager will serve as the CPO and a CTA of the Fund and will determine the Fund’s overall investment strategy, including: (i) The selection and ongoing monitoring of the Fund’s subadvisors; (ii) the management of the Fund’s business affairs; and (iii) the provision of certain clerical, bookkeeping and other administrative services. Gresham Investment Management LLC (the ‘‘Commodity SubAdvisor’’) will invest on a notional basis substantially all of the Fund’s assets in commodity futures and forward contracts pursuant to the commodity investment strategy and a risk management program.7 The Commodity 6 The Fund, as a commodity pool, will not be subject to registration and regulation under the Investment Company Act of 1940 (the ‘‘1940 Act’’). 7 The Fund does not intend to utilize leverage. However, the Fund may borrow for temporary or emergency purposes in an amount up to 5% of the value of the Fund’s net assets should the need arise. VerDate Nov<24>2008 15:18 Apr 06, 2010 Jkt 220001 Sub-Advisor is a Delaware limited liability company and is registered with the CFTC as a CTA and a CPO and is a member of the NFA. The Commodity Sub-Advisor is also registered with the Commission as an investment adviser. Nuveen Asset Management (the ‘‘Collateral Sub-Advisor’’), an affiliate of the Manager, will invest the Fund’s collateral in short-term, investmentgrade quality debt instruments. The Collateral Sub-Advisor is registered with the Commission as an investment adviser. The Exchange states that the Shares will conform to the initial and continued listing criteria under NYSE Amex Rule 1602 and that the Fund has represented to the Exchange that, for initial and continued listing of the Shares, it will be in compliance with Section 803 of the NYSE Amex Company Guide (Independent Directors and Audit Committee) and Rule 10A–3 under the Act.8 Additional information regarding the Fund, the Shares, the Fund’s investment objectives, strategies, policies, and restrictions, fees and expenses, availability of information, trading rules, and surveillance procedures, among other things, can be found in the Notice.9 II. Discussion and Commission’s Findings The Commission has carefully reviewed the proposed rule change and finds that it is consistent with the requirements of Section 6 of the Act 10 and the rules and regulations thereunder applicable to a national securities exchange.11 In particular, the Commission finds that the proposal is consistent with Section 6(b)(5) of the Act,12 which requires, among other things, that the Exchange’s rules be designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the Such short-term borrowings would mature in less than 60 days from the date of borrowing. In order to facilitate any such borrowing, the Fund intends to establish a standby credit facility with State Street Bank and Trust Company that will be entered into as of the closing of the offering of its common shares. Any temporary or emergency borrowings would be used to provide the Fund with added potential flexibility in managing short-term portfolio liquidity needs and managing the payment of distributions. 8 17 CFR 240.10A–3. 9 See supra note 3. 10 15 U.S.C. 78f. 11 In approving this proposed rule change the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 12 17 U.S.C. 78f(b)(5). PO 00000 Frm 00139 Fmt 4703 Sfmt 4703 17819 public interest. The Commission notes that the Shares must comply with the requirements of NYSE Amex Rule 1600 et seq. to be listed and traded on the Exchange. The Commission finds that the proposal to list and trade the Shares on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the Act,13 which sets forth Congress’ finding that it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities. The daily settlement prices for the commodity futures and forward contracts held by the Fund are publicly available on the Web sites of the futures and forward exchanges trading the particular contracts. Various data vendors and news publications publish futures prices and data. The Exchange represents that futures, forwards and related exchange traded options quotes and last sale information for the commodity contracts are widely disseminated through a variety of market data vendors worldwide, including Bloomberg and Reuters. In addition, the Exchange further represents that complete real-time data for such futures, forwards and exchange traded options is available by subscription from Reuters and Bloomberg. The relevant futures and forward exchanges also provide delayed futures and forward contract information on current and past trading sessions and market news free of charge on their respective Web sites. The contract specifications for the futures and forward contracts are also available from the futures and forward exchanges on their Web sites as well as other financial informational sources. The Fund’s total portfolio holdings will also be disclosed and updated on its Web site on each business day that the Exchange is open for trading.14 This Web site disclosure of portfolio holdings (as of the previous day’s close) will be made daily and will include, as applicable: (a) The name and value of each commodity investment; (b) the value of over-the-counter commodity put options, if any, and the value of the collateral as represented by cash; (c) cash equivalents; and (d) debt securities held in the Fund’s portfolio. The values of the Fund’s portfolio holdings will, in 13 15 U.S.C. 78k–1(a)(1)(C)(iii). total portfolio holdings will be disseminated to all market participants at the same time. 14 The E:\FR\FM\07APN1.SGM 07APN1 WReier-Aviles on DSKGBLS3C1PROD with NOTICES 17820 Federal Register / Vol. 75, No. 66 / Wednesday, April 7, 2010 / Notices each case, be determined in accordance with the Fund’s valuation policies. The Commission further believes that the proposal is reasonably designed to promote fair disclosure of information that may be necessary to price the Shares appropriately and to prevent trading when a reasonable degree of transparency cannot be assured. The Commission notes that the Exchange will obtain a representation from the issuer that the NAV per Share will be calculated daily and made available to all market participants at the same time.15 The Manager has represented to the Exchange that the NAV will be disseminated to all market participants at the same time.16 Additionally, if the Exchange becomes aware that the portfolio holdings and net asset value per share are not being disseminated as required, the Exchange may halt trading during the day in which the interruption to the dissemination of the portfolio holdings or net asset value per share occurs. If the interruption to the dissemination of the portfolio holdings or net asset value per share persists past the trading day in which it occurred, the Exchange will halt trading no later than the beginning of the trading day following the interruption.17 In addition, each of the Manager, the Commodity Broker, and the Commodity Sub-Advisor have represented to the Exchange that they have erected and maintain firewalls within their respective institutions to prevent the flow of non-public information regarding the portfolio of underlying securities from the personnel involved in the development and implementation of the investment strategy to others such as sales and trading personnel. The Exchange has represented that the Shares are equity securities subject to the Exchange’s rules governing the trading of equity securities. In support of this proposal, the Exchange has made representations, including: (1) The Shares will conform to the initial and continued listing criteria under NYSE Amex Rule 1602. (2) The Exchange’s surveillance procedures are adequate to properly monitor Exchange trading of the Shares and to deter and detect violations of Exchange rules and applicable Federal securities laws. (3) The Exchange will distribute an Information Circular to its members in connection with the trading of the Shares. The Circular will discuss the special characteristics and risks of trading this type of security. NYSE Amex Rule 1602 (a)(ii). Notice, supra, note 3. 17 See NYSE Amex Rule 1602(b)(ii). Specifically, the Circular, among other things, will discuss what the Shares are, the requirement that members and member firms deliver a prospectus to investors purchasing the Shares prior to or concurrently with the confirmation of a transaction during the initial public offering, applicable NYSE Amex rules, and trading information and applicable suitability rules. The Circular will also explain that the Fund is subject to various fees and expenses described in the Registration Statement. The Circular will also reference the fact that there is no regulated source of last sale information regarding physical commodities and note the respective jurisdictions of the Commission and CFTC. The Circular will advise members of their suitability obligations with respect to recommended transactions to customers in the Shares. (4) The Fund will be in compliance with Rule 10A–3 under the Act. This approval order is based on the Exchange’s representations. In addition, the Commission finds that the proposed changes to NYSE Amex Rule 1600 et seq. to amend the definition of Trust Units to remove the master/feeder structure requirement and to modify and update the rules to make them consistent with the Exchange’s recent rule book changes are consistent with the Act. For the foregoing reasons, the Commission finds that the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable to a national securities exchange. III. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,18 that the proposed rule change (SR–NYSEAmex– 2010–09), be, and it hereby is, approved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19 Florence E. Harmon, Deputy Secretary. [FR Doc. 2010–7836 Filed 4–6–10; 8:45 am] BILLING CODE 8011–01–P 15 See 16 See VerDate Nov<24>2008 15:18 Apr 06, 2010 Jkt 220001 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–61812; File No. SR–Phlx– 2010–49] Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change by NASDAQ OMX PHLX, Inc. To Establish $2.50 Strike Price Intervals for Options on the NASDAQ Internet Index SM March 31, 2010. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 2 thereunder, notice is hereby given that on March 29, 2010, NASDAQ OMX PHLX, Inc. (‘‘Phlx’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III, below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange is filing with the Commission a proposal to amend: Phlx Rule 1101A (Terms of Options Contracts) regarding listing options on the NASDAQ Internet Index SM trading under the symbol QNET at $2.50 strikeprice intervals below $200; and Phlx Rule 1107A (NASDAQ OMX Group, Inc. Indexes) regarding disclaimer of express or implied warranties in respect of NASDAQ OMX Group, Inc. (‘‘NASDAQ’’) indexes. The Exchange requests that the Commission waive the 30-day operative delay period contained in Exchange Act Rule 19b–4(f)(6)(iii).3 The text of the proposed rule change is available on the Exchange’s Web site at https:// nasdaqomxphlx.cchwallstreet.com/ NASDAQOMXPHLX/Filings/, 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 Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the 1 15 18 15 U.S.C. 78s(b)(2). 19 17 CFR 200.30–3(a)(12). PO 00000 Frm 00140 Fmt 4703 Sfmt 4703 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 17 CFR 240.19b–4(f)(6)(iii). 2 17 E:\FR\FM\07APN1.SGM 07APN1

Agencies

[Federal Register Volume 75, Number 66 (Wednesday, April 7, 2010)]
[Notices]
[Pages 17818-17820]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-7836]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61807; File No. SR-NYSEAmex-2010-09]


Self-Regulatory Organizations; NYSE Amex LLC; Order Granting 
Approval of Proposed Rule Change Amending Its Trust Unit Rules and 
Proposing the Listing of the Nuveen Diversified Commodity Fund

March 31, 2010.
    On January 29, 2010, NYSE Amex LLC (``NYSE Amex'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to 
amend NYSE Amex Rule 1600 et seq. to permit the listing and trading of 
shares (``Shares'') of the Nuveen Diversified Commodity Fund (the 
``Fund''). The proposed rule change was published in the Federal 
Register on March 1, 2010.\3\ The Commission received no comments on 
the proposal. This order approves the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 61571 (February 23, 
2010), 75 FR 9265 (``Notice'').
---------------------------------------------------------------------------

I. Description of the Proposal

    NYSE Amex previously adopted Rule 1600 et seq. to permit the 
listing of Trust Units, which are defined as securities that are issued 
by a trust or other similar entity that invests in the assets of a 
trust, partnership, limited liability company, corporation or other 
similar entity constituted as a commodity pool that holds investments 
comprising or otherwise based on any combination of futures contracts, 
options on futures contracts, forward contracts, swap contracts and/or 
commodities.\4\ Rule 1600 was adopted in contemplation of the listing 
of shares of the Nuveen Commodities Income and Growth Fund (the 
``Fund''), a fund sponsored by Nuveen Investments, Inc. (``Nuveen''). 
Nuveen now proposes to go forward with a listing of shares (the 
``Shares'') of the Fund under a new name, the Nuveen Diversified 
Commodity Fund, and with a modified investment plan, which is described 
in detail in the Notice.\5\ NYSE Amex Rule 1600 as currently in effect 
permits only the listing of Trust Units whose issuers utilize the 
master/feeder structure originally intended to be used for the Fund. 
According to the Exchange, due to a change in the interpretation of 
applicable tax law by the Internal Revenue Service, the originally 
expected trust reporting procedures would no longer be available under 
a master/feeder structure. Nuveen therefore proposes to modify its 
approach and have the listed Fund make its own direct investments. 
Consequently, the Exchange proposes to amend the definition of Trust 
Units in Rule 1600 to remove the master/feeder structure requirement 
and permit the listing of Trust Units where the issuer is constituted 
as a commodity pool which invests directly in commodities and commodity 
derivatives. Nuveen has represented to the Exchange that there are no 
material revisions to the Fund's structure or investment approach other 
than those described in this current filing.
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 56880 (December 3, 
2007), 72 FR 69259 (December 7, 2007) (SR-Amex-2006-96) (order 
approving NYSE Amex Rule 1600 et seq.).
    \5\ See Securities Exchange Act Release No. 56465 (September 19, 
2007), 72 FR 54489 (September 25, 2007) (SR-Amex-2006-96) (notice 
providing a description of the Fund).

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[[Page 17819]]

    The Fund was formed as a Delaware statutory trust on December 7, 
2005 pursuant to a Declaration of Trust signed by Wilmington Trust 
Company, as the Delaware Trustee.\6\ The Fund's primary investment 
objective is to seek total return through broad exposure to the 
commodities markets. The Fund's secondary objective is to provide 
investors with monthly income and capital distributions not commonly 
associated with commodity investments. The Fund intends to pursue its 
investment objective by utilizing: (a) An actively managed rules-based 
commodity investment strategy, whereby the Fund will invest in a 
diversified basket of commodity futures and forward contracts with an 
aggregate notional value substantially equal to the net assets of the 
Fund; and (b) a risk management program designed to moderate the 
overall risk and return characteristics of the Fund's commodity 
investments. The Fund will invest in commodity futures and forward 
contracts, options on commodity futures and forward contracts and over-
the-counter (``OTC'') commodity options in the following commodity 
groups: energy, industrial metals, precious metals, livestock, 
agriculturals, and tropical foods and fibers and may in the future 
include other commodity investments that become the subject of 
commodity futures trading.
---------------------------------------------------------------------------

    \6\ The Fund, as a commodity pool, will not be subject to 
registration and regulation under the Investment Company Act of 1940 
(the ``1940 Act'').
---------------------------------------------------------------------------

    The Fund is a commodity pool and is managed by Nuveen Commodities 
Asset Management, LLC (the ``Manager''). The Manager is registered as a 
commodity pool operator (the ``CPO'') and a commodity trading advisor 
(the ``CTA'') with the Commodity Futures Trading Commission (``CFTC'') 
and is a member of the National Futures Association (``NFA''). The 
Manager will serve as the CPO and a CTA of the Fund and will determine 
the Fund's overall investment strategy, including: (i) The selection 
and ongoing monitoring of the Fund's sub-advisors; (ii) the management 
of the Fund's business affairs; and (iii) the provision of certain 
clerical, bookkeeping and other administrative services. Gresham 
Investment Management LLC (the ``Commodity Sub-Advisor'') will invest 
on a notional basis substantially all of the Fund's assets in commodity 
futures and forward contracts pursuant to the commodity investment 
strategy and a risk management program.\7\ The Commodity Sub-Advisor is 
a Delaware limited liability company and is registered with the CFTC as 
a CTA and a CPO and is a member of the NFA. The Commodity Sub-Advisor 
is also registered with the Commission as an investment adviser. Nuveen 
Asset Management (the ``Collateral Sub-Advisor''), an affiliate of the 
Manager, will invest the Fund's collateral in short-term, investment-
grade quality debt instruments. The Collateral Sub-Advisor is 
registered with the Commission as an investment adviser.
---------------------------------------------------------------------------

    \7\ The Fund does not intend to utilize leverage. However, the 
Fund may borrow for temporary or emergency purposes in an amount up 
to 5% of the value of the Fund's net assets should the need arise. 
Such short-term borrowings would mature in less than 60 days from 
the date of borrowing. In order to facilitate any such borrowing, 
the Fund intends to establish a standby credit facility with State 
Street Bank and Trust Company that will be entered into as of the 
closing of the offering of its common shares. Any temporary or 
emergency borrowings would be used to provide the Fund with added 
potential flexibility in managing short-term portfolio liquidity 
needs and managing the payment of distributions.
---------------------------------------------------------------------------

    The Exchange states that the Shares will conform to the initial and 
continued listing criteria under NYSE Amex Rule 1602 and that the Fund 
has represented to the Exchange that, for initial and continued listing 
of the Shares, it will be in compliance with Section 803 of the NYSE 
Amex Company Guide (Independent Directors and Audit Committee) and Rule 
10A-3 under the Act.\8\ Additional information regarding the Fund, the 
Shares, the Fund's investment objectives, strategies, policies, and 
restrictions, fees and expenses, availability of information, trading 
rules, and surveillance procedures, among other things, can be found in 
the Notice.\9\
---------------------------------------------------------------------------

    \8\ 17 CFR 240.10A-3.
    \9\ See supra note 3.
---------------------------------------------------------------------------

II. Discussion and Commission's Findings

    The Commission has carefully reviewed the proposed rule change and 
finds that it is consistent with the requirements of Section 6 of the 
Act \10\ and the rules and regulations thereunder applicable to a 
national securities exchange.\11\ In particular, the Commission finds 
that the proposal is consistent with Section 6(b)(5) of the Act,\12\ 
which requires, among other things, that the Exchange's rules be 
designed to promote just and equitable principles of trade, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, to protect investors and the 
public interest. The Commission notes that the Shares must comply with 
the requirements of NYSE Amex Rule 1600 et seq. to be listed and traded 
on the Exchange.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f.
    \11\ In approving this proposed rule change the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \12\ 17 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission finds that the proposal to list and trade the Shares 
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the 
Act,\13\ which sets forth Congress' finding that it is in the public 
interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations for and transactions in securities. The daily settlement 
prices for the commodity futures and forward contracts held by the Fund 
are publicly available on the Web sites of the futures and forward 
exchanges trading the particular contracts. Various data vendors and 
news publications publish futures prices and data. The Exchange 
represents that futures, forwards and related exchange traded options 
quotes and last sale information for the commodity contracts are widely 
disseminated through a variety of market data vendors worldwide, 
including Bloomberg and Reuters. In addition, the Exchange further 
represents that complete real-time data for such futures, forwards and 
exchange traded options is available by subscription from Reuters and 
Bloomberg. The relevant futures and forward exchanges also provide 
delayed futures and forward contract information on current and past 
trading sessions and market news free of charge on their respective Web 
sites. The contract specifications for the futures and forward 
contracts are also available from the futures and forward exchanges on 
their Web sites as well as other financial informational sources.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    The Fund's total portfolio holdings will also be disclosed and 
updated on its Web site on each business day that the Exchange is open 
for trading.\14\ This Web site disclosure of portfolio holdings (as of 
the previous day's close) will be made daily and will include, as 
applicable: (a) The name and value of each commodity investment; (b) 
the value of over-the-counter commodity put options, if any, and the 
value of the collateral as represented by cash; (c) cash equivalents; 
and (d) debt securities held in the Fund's portfolio. The values of the 
Fund's portfolio holdings will, in

[[Page 17820]]

each case, be determined in accordance with the Fund's valuation 
policies.
---------------------------------------------------------------------------

    \14\ The total portfolio holdings will be disseminated to all 
market participants at the same time.
---------------------------------------------------------------------------

    The Commission further believes that the proposal is reasonably 
designed to promote fair disclosure of information that may be 
necessary to price the Shares appropriately and to prevent trading when 
a reasonable degree of transparency cannot be assured. The Commission 
notes that the Exchange will obtain a representation from the issuer 
that the NAV per Share will be calculated daily and made available to 
all market participants at the same time.\15\ The Manager has 
represented to the Exchange that the NAV will be disseminated to all 
market participants at the same time.\16\ Additionally, if the Exchange 
becomes aware that the portfolio holdings and net asset value per share 
are not being disseminated as required, the Exchange may halt trading 
during the day in which the interruption to the dissemination of the 
portfolio holdings or net asset value per share occurs. If the 
interruption to the dissemination of the portfolio holdings or net 
asset value per share persists past the trading day in which it 
occurred, the Exchange will halt trading no later than the beginning of 
the trading day following the interruption.\17\
---------------------------------------------------------------------------

    \15\ See NYSE Amex Rule 1602 (a)(ii).
    \16\ See Notice, supra, note 3.
    \17\ See NYSE Amex Rule 1602(b)(ii).
---------------------------------------------------------------------------

    In addition, each of the Manager, the Commodity Broker, and the 
Commodity Sub-Advisor have represented to the Exchange that they have 
erected and maintain firewalls within their respective institutions to 
prevent the flow of non-public information regarding the portfolio of 
underlying securities from the personnel involved in the development 
and implementation of the investment strategy to others such as sales 
and trading personnel.
    The Exchange has represented that the Shares are equity securities 
subject to the Exchange's rules governing the trading of equity 
securities. In support of this proposal, the Exchange has made 
representations, including:
    (1) The Shares will conform to the initial and continued listing 
criteria under NYSE Amex Rule 1602.
    (2) The Exchange's surveillance procedures are adequate to properly 
monitor Exchange trading of the Shares and to deter and detect 
violations of Exchange rules and applicable Federal securities laws.
    (3) The Exchange will distribute an Information Circular to its 
members in connection with the trading of the Shares. The Circular will 
discuss the special characteristics and risks of trading this type of 
security. Specifically, the Circular, among other things, will discuss 
what the Shares are, the requirement that members and member firms 
deliver a prospectus to investors purchasing the Shares prior to or 
concurrently with the confirmation of a transaction during the initial 
public offering, applicable NYSE Amex rules, and trading information 
and applicable suitability rules. The Circular will also explain that 
the Fund is subject to various fees and expenses described in the 
Registration Statement. The Circular will also reference the fact that 
there is no regulated source of last sale information regarding 
physical commodities and note the respective jurisdictions of the 
Commission and CFTC. The Circular will advise members of their 
suitability obligations with respect to recommended transactions to 
customers in the Shares.
    (4) The Fund will be in compliance with Rule 10A-3 under the Act. 
This approval order is based on the Exchange's representations.
    In addition, the Commission finds that the proposed changes to NYSE 
Amex Rule 1600 et seq. to amend the definition of Trust Units to remove 
the master/feeder structure requirement and to modify and update the 
rules to make them consistent with the Exchange's recent rule book 
changes are consistent with the Act.
    For the foregoing reasons, the Commission finds that the proposed 
rule change is consistent with the Act and the rules and regulations 
thereunder applicable to a national securities exchange.

III. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\18\ that the proposed rule change (SR-NYSEAmex-2010-09), be, and 
it hereby is, approved.
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    \18\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-7836 Filed 4-6-10; 8:45 am]
BILLING CODE 8011-01-P
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