Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting Accelerated Approval of Proposed Rule Change Regarding Listing and Trading Shares of AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF, 42471-42473 [2010-17749]

Download as PDF Federal Register / Vol. 75, No. 139 / Wednesday, July 21, 2010 / Notices (Catalog of Federal Domestic Assistance Numbers 59002 and 59008) SECURITIES AND EXCHANGE COMMISSION James E. Rivera, Associate Administrator for Disaster Assistance. [Release No. 34–62502; File No. SR– NYSEArca–2010–57] SMALL BUSINESS ADMINISTRATION Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting Accelerated Approval of Proposed Rule Change Regarding Listing and Trading Shares of AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF [Disaster Declaration #12151 and #12152] July 15, 2010. [FR Doc. 2010–17778 Filed 7–20–10; 8:45 am] BILLING CODE 8025–01–P North Dakota Disaster Number ND– 00022 U.S. Small Business Administration. AGENCY: ACTION: Amendment 3. This is an amendment of the Presidential declaration of a major disaster for Public Assistance Only for the State of North Dakota (FEMA–1907– DR), dated 04/30/2010. Incident: Flooding. Incident Period: 02/26/2010 through 07/15/2010. Effective Date: 07/15/2010. Physical Loan Application Deadline Date: 06/29/2010. Economic Injury (EIDL) Loan Application Deadline Date: 01/31/2011. SUMMARY: Submit completed loan applications to: U.S. Small Business Administration, Processing And Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. ADDRESSES: A. Escobar, Office of Disaster Assistance, U.S. Small Business Administration, 409 3rd Street, SW., Suite 6050, Washington, DC 20416. FOR FURTHER INFORMATION CONTACT: The notice of the President’s major disaster declaration for Private Non-Profit organizations in the State of NORTH DAKOTA, dated 04/30/2010, is hereby amended to establish the incident period for this disaster as beginning 02/ 26/2010 and continuing through 07/15/ 2010. All other information in the original declaration remains unchanged. erowe on DSKG8SOYB1PROD with NOTICES SUPPLEMENTARY INFORMATION: (Catalog of Federal Domestic Assistance Numbers 59002 and 59008) James E. Rivera, Associate Administrator for Disaster Assistance. [FR Doc. 2010–17780 Filed 7–20–10; 8:45 am] BILLING CODE 8025–01–P VerDate Mar<15>2010 15:19 Jul 20, 2010 Jkt 220001 On June 16, 2010, NYSE Arca, Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’), through its wholly owned subsidiary, NYSE Arca Equities, Inc. (‘‘NYSE Arca Equities’’), 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 list and trade shares (‘‘Shares’’) of the AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF (the ‘‘Fund’’) under NYSE Arca Equities Rule 8.600 (Managed Fund Shares). The proposed rule change was published in the Federal Register on June 29, 2010.3 The Commission received no comments on the proposal. This order approves the proposed rule change on an accelerated basis. I. Description of the Proposal The Exchange proposes to list and trade the Shares pursuant to NYSE Arca Equities Rule 8.600, which governs the listing of Managed Fund Shares. The Shares will be offered by AdvisorShares Trust (the ‘‘Trust’’), a statutory trust organized under the laws of the State of Delaware and registered with the Commission as an open-end management investment company.4 The investment advisor to the ADR Fund is AdvisorShares Investments, LLC (the ‘‘Advisor’’). WCM Investment Management (‘‘WCM’’) is the sub-advisor (‘‘Sub-Advisor’’) to the ADR Fund and the portfolio manager.5 The SubAdvisor selects securities for the Fund U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 62344 (June 21, 2010), 75 FR 37498 (‘‘Notice’’). 4 The Trust is registered under the 1940 Act. On April 23, 2010, the Trust filed with the Commission Post-Effective Amendment No. 5 to Form N–1A under the Securities Act of 1933 (15 U.S.C. 77a), and under the 1940 Act relating to the Fund (File Nos. 333–157876 and 811–22110) (the ‘‘Registration Statement’’). The Trust has also filed an Amended Application for an Order under Section 6(c) of the 1940 Act for exemptions from various provisions of the 1940 Act and rules thereunder (File No. 812– 13677 dated May 14, 2010) (‘‘Exemptive Application’’). 5 The Exchange has represented that neither the Advisor nor the Sub-Advisor is affiliated with a broker-dealer. PO 00000 1 15 2 17 Frm 00098 Fmt 4703 Sfmt 4703 42471 in which to invest pursuant to an ‘‘active’’ management strategy for security selection and portfolio construction. The Fund’s investment objective is long-term capital appreciation above international benchmarks such as the BNY Mellon Classic ADR Index, the Fund’s primary benchmark, and the MSCI EAFE Index, the Fund’s secondary benchmark. WCM seeks to achieve the Fund’s investment objective by selecting a portfolio of U.S. traded securities of non-U.S. organizations included in the BNY Mellon Classic ADR Index. The BNY Mellon Classic ADR Index predominantly includes American Depositary Receipts (‘‘ADRs’’) and in addition includes other Depositary Receipts (‘‘DRs’’), which include Global Depositary Receipts (‘‘GDRs’’), Euro Depositary Receipts (‘‘Euro DRs’’) and New York Shares (‘‘NYSs’’).6 The Exchange states that the Shares will conform to the initial and continued listing criteria under NYSE Arca Equities Rule 8.600 applicable to Managed Fund Shares 7 and that the Shares will comply with Rule 10A–3 under the Act,8 as provided by NYSE Arca Equities Rule 5.3. Additionally, among other things, the composition of the Fund’s portfolio, on a continual basis, will be subject to the following: component stocks that in the aggregate account for at least 90% of the weight of the Fund’s portfolio each shall have a minimum global market value of at least $100 million; component stocks that in the aggregate account for at least 70% of the weight of the Fund’s portfolio each shall have a minimum global monthly trading volume of 250,000 shares, or minimum global notional volume traded per month of $25,000,000, averaged over the last six months; a minimum of 20 component stocks of which the most heavily weighted component stock shall not 6 According to the Registration Statement, DRs, which include ADRs, GDRs, Euro DRs and NYSs, are negotiable securities that generally represent a non-U.S. company’s publicly traded equity or debt. Depositary Receipts may be purchased in the U.S. secondary trading market. They may trade freely, just like any other security, either on an exchange or in the over-the-counter market. Although typically denominated in U.S. dollars, Depositary Receipts can also be denominated in Euros. Depositary Receipts can trade on all U.S. stock exchanges as well as on many European stock exchanges. 7 The Exchange states that a minimum of 100,000 Shares will be outstanding at the commencement of trading on the Exchange, and the Exchange will obtain a representation from the issuer of the Shares that the net asset value (‘‘NAV’’) per Share will be calculated daily and that the NAV and the Disclosed Portfolio will be made available to all market participants at the same time. See Notice, supra note 3. 8 17 CFR 240.10A–3. E:\FR\FM\21JYN1.SGM 21JYN1 42472 Federal Register / Vol. 75, No. 139 / Wednesday, July 21, 2010 / Notices exceed 25% of the weight of the portfolio, and the five most heavily weighted component stocks shall not exceed 60% of the weight of the portfolio; and each non-U.S. equity security underlying ADRs held by the Fund will be listed and traded on an exchange that has last-sale reporting. Additional information regarding the Trust, the Fund, the Shares, the Fund’s investment objectives, strategies, policies, and restrictions, risks, fees and expenses, creation and redemption procedures, portfolio holdings and policies, distributions and taxes, availability of information, trading rules and halts, and surveillance procedures, among other things, can be found in the Notice and Registration Statement, as applicable.9 erowe on DSKG8SOYB1PROD with NOTICES 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 Arca Equities Rule 8.600 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. Quotation and last-sale information for the Shares will be available via the Consolidated Tape Association high-speed line, and the Portfolio Indicative Value (‘‘PIV’’) will 9 See supra notes 3 and 4. 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). 13 15 U.S.C. 78k–1(a)(1)(C)(iii). 10 15 VerDate Mar<15>2010 15:19 Jul 20, 2010 Jkt 220001 be updated and disseminated by one or more major market data vendors at least every 15 seconds during the Core Trading Session. In addition, the Fund will make available on its Web site on each business day, before the commencement of trading in Shares in the Core Trading Session, the Disclosed Portfolio that will form the basis for the calculation of the NAV, which will be determined at the end of the business day.14 The Fund’s Web site will also include additional quantitative information updated on a daily basis relating to daily trading volume, the prior business day’s reported NAV, midpoint of the bid/ask spread at the time of calculation of such NAV (the ‘‘Bid/ Ask Price’’),15 and a calculation of the premium and discount of the Bid/Ask Price against the NAV and data in chart format displaying the frequency distribution of discounts and premiums of the daily Bid/Ask Price against the NAV, within appropriate ranges, for each of the four previous calendar quarters. Information regarding the market price and volume of the Shares will be continually available on a realtime basis throughout the day on brokers’ computer screens and other electronic services, and the previous day’s closing price and trading volume information for the Shares will be published daily in the financial sections of newspapers. 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 that the NAV and the Disclosed Portfolio will be made available to all market participants at the same time.16 Additionally, if it becomes aware that the NAV or the Disclosed Portfolio is not disseminated daily to all market participants at the same time, the Exchange will halt trading in the Shares until such information is available to all market 14 Under accounting procedures followed by the Fund, trades made on the prior business day (‘‘T’’) will be booked and reflected in NAV on the current business day (‘‘T+1’’). Accordingly, the Fund will be able to disclose at the beginning of the business day the portfolio that will form the basis for the NAV calculation at the end of the business day. 15 The Bid/Ask Price of the Fund is determined using the midpoint of the highest bid and the lowest offer on the Exchange as of the time of calculation of the NAV. The records relating to Bid/ Ask Prices will be retained by the Fund and its service providers. 16 See NYSE Arca Equities Rule 8.600(d)(1)(B). PO 00000 Frm 00099 Fmt 4703 Sfmt 4703 participants.17 Further, if the PIV is not being disseminated as required, the Exchange may halt trading during the day in which the disruption occurs; if the interruption persists past the day in which it occurred, the Exchange will halt trading no later than the beginning of the trading day following the interruption.18 The Exchange represents that neither the Advisor nor the SubAdvisor is affiliated with a brokerdealer. However, the Commission notes that the Reporting Authority that provides the Disclosed Portfolio must implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of material nonpublic information regarding the actual components of each of the portfolios.19 The Exchange has deemed the Shares to be 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 Arca Equities Rule 8.600. (2) The Exchange’s surveillance procedures are adequate to properly monitor Exchange trading of the Shares in all trading sessions and to deter and detect violations of Exchange rules and applicable Federal securities laws. (3) Prior to the commencement of trading, the Exchange will inform its ETP Holders in an Information Bulletin of the special characteristics and risks associated with trading the Shares. Specifically, the Information Bulletin will discuss the following: (a) The procedures for purchases and redemptions of Shares in Creation Unit aggregations and that Shares are not individually redeemable; (b) NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence on its ETP Holders to learn the essential facts relating to every customer prior to trading the Shares; (c) the risks involved in trading the Shares during the Opening and Late Trading Sessions when an updated PIV will not be calculated or publicly disseminated; (d) how information regarding the PIV is disseminated; (e) the requirement that ETP Holders deliver a prospectus to investors purchasing newly issued Shares prior to 17 See NYSE Arca Equities Rule 8.600(d)(2)(D). Trading in the Shares may also be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable. These may include: (1) The extent to which trading is not occurring in the securities comprising the Disclosed Portfolio and/ or the financial instruments of the Fund; or (2) whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. 19 See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii). 18 Id. E:\FR\FM\21JYN1.SGM 21JYN1 Federal Register / Vol. 75, No. 139 / Wednesday, July 21, 2010 / Notices or concurrently with the confirmation of a transaction; and (f) trading information. (4) The Funds will be in compliance with Rule 10A–3 under the Act. (5) The Funds will not invest in nonU.S. equity securities outside of U.S. markets. This approval order is based on the Exchange’s representations. 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. Accelerated Approval The Commission finds good cause, pursuant to Section 19(b)(2) of the Act,20 for approving the proposal prior to the thirtieth day after the date of publication of the Notice in the Federal Register. The Commission notes that it has approved the listing and trading on the Exchange of shares of other actively managed exchange-traded funds based on a portfolio of securities, the characteristics of which are similar to those to be invested by the Fund.21 The Commission also notes that it has not received any comments regarding this proposal, nor did it receive any comments on a previously filed proposed rule change relating to the Fund.22 The Commission believes that the proposal to list and trade the Shares of the Fund do not raise any novel regulatory issues and accelerating approval of this proposal should benefit investors by creating, without undue delay, additional competition in the market for Managed Fund Shares. IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,23 that the proposed rule change (SR–NYSEArca– 2010–57), be, and it hereby is, approved on an accelerated basis. erowe on DSKG8SOYB1PROD with NOTICES 20 15 U.S.C. 78s(b)(2). 21 See, e.g., Securities Exchange Act Release Nos. 61365 (January 15, 2010), 75 FR 4124 (January 26, 2010) (SR–NYSEArca–2009–114) (approving the listing and trading of shares of two actively managed funds of the Grail Advisors ETF Trust) and 60975 (November 10, 2009), 74 FR 59590 (November 18, 2009) (SR–NYSEArca–2009–83) (approving the listing and trading of shares of the Grail American Beacon International Equity ETF). 22 The Exchange previously filed a proposed rule change relating to listing on the Exchange of the AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF in File No. SR–NYSEArca–2010–07. See Securities Exchange Act Release No. 61642 (March 3, 2010), 75 FR 11216 (March 10, 2010). No comments were received on the proposal. The Exchange withdrew the proposed rule change on April 9, 2010. See Securities Exchange Act Release No. 61953 (April 21, 2010), 75 FR 22169 (April 27, 2010). 23 15 U.S.C. 78s(b)(2). VerDate Mar<15>2010 15:19 Jul 20, 2010 Jkt 220001 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.24 Florence E. Harmon, Deputy Secretary. [FR Doc. 2010–17749 Filed 7–20–10; 8:45 am] BILLING CODE 8010–01–P DEPARTMENT OF TRANSPORTATION Office of the Secretary [Docket No. DOT–OST–2010–0102] Request for Renewal of a Previously Approved Information Collection ACTION: Notice and request for approval. In compliance with the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), this notice announces that the Information Collection Request (ICR) abstracted below is being forwarded to the Office of Management and Budget (OMB) for review and comments. A Federal Register Notice with a 60-day comment period soliciting comments on the following information collection was published on April 30, 2010 (FR 75, page 22890). No comments were received. SUMMARY: Comments must be submitted on or before August 20, 2010. FOR FURTHER INFORMATION CONTACT: Gregory Frazier, Office of the Resource Directorate, Office of the Secretary, U.S. Department of Transportation, 1200 New Jersey Ave., SE., Washington, DC 20590, (202) 366–0473. SUPPLEMENTARY INFORMATION: Title: Air Carrier’s Claim for Subsidy. OMB Control Number: 2106–0044. Type of Request: Renewal of a currently approved information collection. Abstract: In accordance with 14 CFR 271 of its Aviation Economic Regulations, the Department provides subsidy to air carriers for providing essential air service in small rural communities. Funding is paid to air carriers monthly and those payments will vary according to the actual amount of service performed during the month. The report of subsidized air carriers of essential air service performed on the Department’s Form 398 ‘‘Air Carrier’s Claim for Subsidy,’’ establishes the fundamental basis for paying these air carriers on a timely basis. Typically, subsidized air carriers are small businesses and operate only aircraft of limited size over a limited geographical area. The collection permits subsidized DATES: PO 00000 24 17 CFR 200.30–3(a)(12). Frm 00100 Fmt 4703 Sfmt 4703 42473 air carriers to submit their monthly claims in a concise, orderly, easy-to process form, without having to devise their own means of submitting support for these claims. Affected Public: Small air carriers selected by the Department in docketed cases to provide subsidized essential air service. Estimated Number of Respondents: 24. Estimated Number of Responses: 1,560. Annual Estimated Total Annual Burden Hours: 5,413. Frequency of Collection: Monthly. ADDRESSES: Send comments regarding the burden estimate, including suggestions for reducing the burden, to the Office of Management and Budget, Attention: Desk Officer for the Office of the Secretary of Transportation, 725 17th Street, NW., Washington, DC 20503. Comments are invited on: whether the proposed collection of information is necessary for the proper performance of the functions of the Department, including whether the information will have practical utility; the accuracy of the Department’s estimate of the burden of the proposed information collection; ways to enhance the quality, utility and clarity of the information to be collected; and ways to minimize the burden of the collection of information on respondents, including the use of automated collection techniques or other forms of information technology. Authority: The Paperwork Reduction Act of 1995; 44 U.S.C. Chapter 35, as amended; and 49 CFR 1:48. Issued in Washington, DC on July 14, 2010. John DiLuccio, Director, Resource Directorate. [FR Doc. 2010–17764 Filed 7–20–10; 8:45 am] BILLING CODE 4910–62–P DEPARTMENT OF TRANSPORTATION Office of the Secretary Notice of Applications for Certificates of Public Convenience and Necessity and Foreign Air Carrier Permits Filed Under Subpart B (Formerly Subpart Q) During the Week Ending July 10, 2010 The following Applications for Certificates of Public Convenience and Necessity and Foreign Air Carrier Permits were filed under Subpart B (formerly Subpart Q) of the Department of Transportation’s Procedural Regulations (See 14 CFR 301.201 et seq.). The due date for Answers, Conforming Applications, or Motions to Modify Scope are set forth below for E:\FR\FM\21JYN1.SGM 21JYN1

Agencies

[Federal Register Volume 75, Number 139 (Wednesday, July 21, 2010)]
[Notices]
[Pages 42471-42473]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-17749]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62502; File No. SR-NYSEArca-2010-57]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting 
Accelerated Approval of Proposed Rule Change Regarding Listing and 
Trading Shares of AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF

July 15, 2010.
    On June 16, 2010, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange''), 
through its wholly owned subsidiary, NYSE Arca Equities, Inc. (``NYSE 
Arca Equities''), 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 list and trade shares (``Shares'') of the 
AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF (the ``Fund'') 
under NYSE Arca Equities Rule 8.600 (Managed Fund Shares). The proposed 
rule change was published in the Federal Register on June 29, 2010.\3\ 
The Commission received no comments on the proposal. This order 
approves the proposed rule change on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 62344 (June 21, 
2010), 75 FR 37498 (``Notice'').
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I. Description of the Proposal

    The Exchange proposes to list and trade the Shares pursuant to NYSE 
Arca Equities Rule 8.600, which governs the listing of Managed Fund 
Shares. The Shares will be offered by AdvisorShares Trust (the 
``Trust''), a statutory trust organized under the laws of the State of 
Delaware and registered with the Commission as an open-end management 
investment company.\4\ The investment advisor to the ADR Fund is 
AdvisorShares Investments, LLC (the ``Advisor''). WCM Investment 
Management (``WCM'') is the sub-advisor (``Sub-Advisor'') to the ADR 
Fund and the portfolio manager.\5\ The Sub-Advisor selects securities 
for the Fund in which to invest pursuant to an ``active'' management 
strategy for security selection and portfolio construction. The Fund's 
investment objective is long-term capital appreciation above 
international benchmarks such as the BNY Mellon Classic ADR Index, the 
Fund's primary benchmark, and the MSCI EAFE Index, the Fund's secondary 
benchmark. WCM seeks to achieve the Fund's investment objective by 
selecting a portfolio of U.S. traded securities of non-U.S. 
organizations included in the BNY Mellon Classic ADR Index. The BNY 
Mellon Classic ADR Index predominantly includes American Depositary 
Receipts (``ADRs'') and in addition includes other Depositary Receipts 
(``DRs''), which include Global Depositary Receipts (``GDRs''), Euro 
Depositary Receipts (``Euro DRs'') and New York Shares (``NYSs'').\6\
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    \4\ The Trust is registered under the 1940 Act. On April 23, 
2010, the Trust filed with the Commission Post-Effective Amendment 
No. 5 to Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a), 
and under the 1940 Act relating to the Fund (File Nos. 333-157876 
and 811-22110) (the ``Registration Statement''). The Trust has also 
filed an Amended Application for an Order under Section 6(c) of the 
1940 Act for exemptions from various provisions of the 1940 Act and 
rules thereunder (File No. 812-13677 dated May 14, 2010) 
(``Exemptive Application'').
    \5\ The Exchange has represented that neither the Advisor nor 
the Sub-Advisor is affiliated with a broker-dealer.
    \6\ According to the Registration Statement, DRs, which include 
ADRs, GDRs, Euro DRs and NYSs, are negotiable securities that 
generally represent a non-U.S. company's publicly traded equity or 
debt. Depositary Receipts may be purchased in the U.S. secondary 
trading market. They may trade freely, just like any other security, 
either on an exchange or in the over-the-counter market. Although 
typically denominated in U.S. dollars, Depositary Receipts can also 
be denominated in Euros. Depositary Receipts can trade on all U.S. 
stock exchanges as well as on many European stock exchanges.
---------------------------------------------------------------------------

    The Exchange states that the Shares will conform to the initial and 
continued listing criteria under NYSE Arca Equities Rule 8.600 
applicable to Managed Fund Shares \7\ and that the Shares will comply 
with Rule 10A-3 under the Act,\8\ as provided by NYSE Arca Equities 
Rule 5.3. Additionally, among other things, the composition of the 
Fund's portfolio, on a continual basis, will be subject to the 
following: component stocks that in the aggregate account for at least 
90% of the weight of the Fund's portfolio each shall have a minimum 
global market value of at least $100 million; component stocks that in 
the aggregate account for at least 70% of the weight of the Fund's 
portfolio each shall have a minimum global monthly trading volume of 
250,000 shares, or minimum global notional volume traded per month of 
$25,000,000, averaged over the last six months; a minimum of 20 
component stocks of which the most heavily weighted component stock 
shall not

[[Page 42472]]

exceed 25% of the weight of the portfolio, and the five most heavily 
weighted component stocks shall not exceed 60% of the weight of the 
portfolio; and each non-U.S. equity security underlying ADRs held by 
the Fund will be listed and traded on an exchange that has last-sale 
reporting. Additional information regarding the Trust, the Fund, the 
Shares, the Fund's investment objectives, strategies, policies, and 
restrictions, risks, fees and expenses, creation and redemption 
procedures, portfolio holdings and policies, distributions and taxes, 
availability of information, trading rules and halts, and surveillance 
procedures, among other things, can be found in the Notice and 
Registration Statement, as applicable.\9\
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    \7\ The Exchange states that a minimum of 100,000 Shares will be 
outstanding at the commencement of trading on the Exchange, and the 
Exchange will obtain a representation from the issuer of the Shares 
that the net asset value (``NAV'') per Share will be calculated 
daily and that the NAV and the Disclosed Portfolio will be made 
available to all market participants at the same time. See Notice, 
supra note 3.
    \8\ 17 CFR 240.10A-3.
    \9\ See supra notes 3 and 4.
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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 Arca Equities Rule 8.600 to be listed and 
traded on the Exchange.
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    \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).
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    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. Quotation and last-sale 
information for the Shares will be available via the Consolidated Tape 
Association high-speed line, and the Portfolio Indicative Value 
(``PIV'') will be updated and disseminated by one or more major market 
data vendors at least every 15 seconds during the Core Trading Session. 
In addition, the Fund will make available on its Web site on each 
business day, before the commencement of trading in Shares in the Core 
Trading Session, the Disclosed Portfolio that will form the basis for 
the calculation of the NAV, which will be determined at the end of the 
business day.\14\ The Fund's Web site will also include additional 
quantitative information updated on a daily basis relating to daily 
trading volume, the prior business day's reported NAV, mid-point of the 
bid/ask spread at the time of calculation of such NAV (the ``Bid/Ask 
Price''),\15\ and a calculation of the premium and discount of the Bid/
Ask Price against the NAV and data in chart format displaying the 
frequency distribution of discounts and premiums of the daily Bid/Ask 
Price against the NAV, within appropriate ranges, for each of the four 
previous calendar quarters. Information regarding the market price and 
volume of the Shares will be continually available on a real-time basis 
throughout the day on brokers' computer screens and other electronic 
services, and the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
sections of newspapers.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \14\ Under accounting procedures followed by the Fund, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, the Fund 
will be able to disclose at the beginning of the business day the 
portfolio that will form the basis for the NAV calculation at the 
end of the business day.
    \15\ The Bid/Ask Price of the Fund is determined using the 
midpoint of the highest bid and the lowest offer on the Exchange as 
of the time of calculation of the NAV. The records relating to Bid/
Ask Prices will be retained by the Fund and its service providers.
---------------------------------------------------------------------------

    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 that the NAV and 
the Disclosed Portfolio will be made available to all market 
participants at the same time.\16\ Additionally, if it becomes aware 
that the NAV or the Disclosed Portfolio is not disseminated daily to 
all market participants at the same time, the Exchange will halt 
trading in the Shares until such information is available to all market 
participants.\17\ Further, if the PIV is not being disseminated as 
required, the Exchange may halt trading during the day in which the 
disruption occurs; if the interruption persists past the day in which 
it occurred, the Exchange will halt trading no later than the beginning 
of the trading day following the interruption.\18\ The Exchange 
represents that neither the Advisor nor the Sub-Advisor is affiliated 
with a broker-dealer. However, the Commission notes that the Reporting 
Authority that provides the Disclosed Portfolio must implement and 
maintain, or be subject to, procedures designed to prevent the use and 
dissemination of material non-public information regarding the actual 
components of each of the portfolios.\19\
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    \16\ See NYSE Arca Equities Rule 8.600(d)(1)(B).
    \17\ See NYSE Arca Equities Rule 8.600(d)(2)(D).
    \18\ Id. Trading in the Shares may also be halted because of 
market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable. These may include: (1) The 
extent to which trading is not occurring in the securities 
comprising the Disclosed Portfolio and/or the financial instruments 
of the Fund; or (2) whether other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present.
    \19\ See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii).
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    The Exchange has deemed the Shares to be 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 Arca Equities Rule 8.600.
    (2) The Exchange's surveillance procedures are adequate to properly 
monitor Exchange trading of the Shares in all trading sessions and to 
deter and detect violations of Exchange rules and applicable Federal 
securities laws.
    (3) Prior to the commencement of trading, the Exchange will inform 
its ETP Holders in an Information Bulletin of the special 
characteristics and risks associated with trading the Shares. 
Specifically, the Information Bulletin will discuss the following: (a) 
The procedures for purchases and redemptions of Shares in Creation Unit 
aggregations and that Shares are not individually redeemable; (b) NYSE 
Arca Equities Rule 9.2(a), which imposes a duty of due diligence on its 
ETP Holders to learn the essential facts relating to every customer 
prior to trading the Shares; (c) the risks involved in trading the 
Shares during the Opening and Late Trading Sessions when an updated PIV 
will not be calculated or publicly disseminated; (d) how information 
regarding the PIV is disseminated; (e) the requirement that ETP Holders 
deliver a prospectus to investors purchasing newly issued Shares prior 
to

[[Page 42473]]

or concurrently with the confirmation of a transaction; and (f) trading 
information.
    (4) The Funds will be in compliance with Rule 10A-3 under the Act.
    (5) The Funds will not invest in non-U.S. equity securities outside 
of U.S. markets. This approval order is based on the Exchange's 
representations.
    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. Accelerated Approval

    The Commission finds good cause, pursuant to Section 19(b)(2) of 
the Act,\20\ for approving the proposal prior to the thirtieth day 
after the date of publication of the Notice in the Federal Register. 
The Commission notes that it has approved the listing and trading on 
the Exchange of shares of other actively managed exchange-traded funds 
based on a portfolio of securities, the characteristics of which are 
similar to those to be invested by the Fund.\21\ The Commission also 
notes that it has not received any comments regarding this proposal, 
nor did it receive any comments on a previously filed proposed rule 
change relating to the Fund.\22\ The Commission believes that the 
proposal to list and trade the Shares of the Fund do not raise any 
novel regulatory issues and accelerating approval of this proposal 
should benefit investors by creating, without undue delay, additional 
competition in the market for Managed Fund Shares.
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78s(b)(2).
    \21\ See, e.g., Securities Exchange Act Release Nos. 61365 
(January 15, 2010), 75 FR 4124 (January 26, 2010) (SR-NYSEArca-2009-
114) (approving the listing and trading of shares of two actively 
managed funds of the Grail Advisors ETF Trust) and 60975 (November 
10, 2009), 74 FR 59590 (November 18, 2009) (SR-NYSEArca-2009-83) 
(approving the listing and trading of shares of the Grail American 
Beacon International Equity ETF).
    \22\ The Exchange previously filed a proposed rule change 
relating to listing on the Exchange of the AdvisorShares WCM/BNY 
Mellon Focused Growth ADR ETF in File No. SR-NYSEArca-2010-07. See 
Securities Exchange Act Release No. 61642 (March 3, 2010), 75 FR 
11216 (March 10, 2010). No comments were received on the proposal. 
The Exchange withdrew the proposed rule change on April 9, 2010. See 
Securities Exchange Act Release No. 61953 (April 21, 2010), 75 FR 
22169 (April 27, 2010).
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\23\ that the proposed rule change (SR-NYSEArca-2010-57), be, and 
it hereby is, approved on an accelerated basis.
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    \23\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
---------------------------------------------------------------------------

    \24\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-17749 Filed 7-20-10; 8:45 am]
BILLING CODE 8010-01-P
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