Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Granting Approval of Proposed Rule Change, as Modified by Amendment Nos. 1 and 2 Thereto, Relating to the Listing and Trading of the Shares of the PowerShares DB Optimum Yield Diversified Commodity Strategy Portfolio, PowerShares Agriculture Commodity Strategy Portfolio, PowerShares Precious Metals Commodity Strategy Portfolio, PowerShares Energy Commodity Strategy Portfolio, PowerShares Base Metals Commodity Strategy Portfolio and PowerShares Bloomberg Commodity Strategy Portfolio, Each a Series of PowerShares Actively Managed Exchange-Traded Commodity Fund Trust, 39166-39169 [2015-16652]

Download as PDF 39166 Federal Register / Vol. 80, No. 130 / Wednesday, July 8, 2015 / Notices the person identified in the FOR FURTHER INFORMATION CONTACT section by telephone for advice on filing alternatives. By the Commission. Shoshana M. Grove, Secretary. FOR FURTHER INFORMATION CONTACT: BILLING CODE 7710–FW–P [FR Doc. 2015–16645 Filed 7–7–15; 8:45 am] David A. Trissell, General Counsel, at 202–789–6820. SECURITIES AND EXCHANGE COMMISSION SUPPLEMENTARY INFORMATION: Table of Contents [Release No. 34–75349; File No. SR– NASDAQ–2015–049] I. Introduction II. Notice of Commission Action III. Ordering Paragraphs I. Introduction On June 30, 2015, the Postal Service filed notice that it has entered into an additional Foreign Postal Operators 1 negotiated service agreement (Agreement).1 To support its Notice, the Postal Service filed a copy of the Agreement, a copy of the Governors’ Decision authorizing the product, a certification of compliance with 39 U.S.C. 3633(a), and an application for non-public treatment of certain materials. It also filed supporting financial workpapers. II. Notice of Commission Action The Commission establishes Docket No. CP2015–91 for consideration of matters raised by the Notice. The Commission invites comments on whether the Postal Service’s filing is consistent with 39 U.S.C. 3632, 3633, or 3642, 39 CFR part 3015, and 39 CFR part 3020, subpart B. Comments are due no later than July 9, 2015. The public portions of the filing can be accessed via the Commission’s Web site (https:// www.prc.gov). The Commission appoints James F. Callow to serve as Public Representative in this docket. srobinson on DSK5SPTVN1PROD with NOTICES III. Ordering Paragraphs It is ordered: 1. The Commission establishes Docket No. CP2015–91 for consideration of the matters raised by the Postal Service’s Notice. 2. Pursuant to 39 U.S.C. 505, James F. Callow is appointed to serve as an officer of the Commission to represent the interests of the general public in this proceeding (Public Representative). 3. Comments are due no later than July 9, 2015. 4. The Secretary shall arrange for publication of this order in the Federal Register. 1 Notice of United States Postal Service of Filing Functionally Equivalent Inbound Competitive Multi-Service Agreement with a Foreign Postal Operator, June 30, 2015 (Notice). VerDate Sep<11>2014 18:49 Jul 07, 2015 Jkt 235001 Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Granting Approval of Proposed Rule Change, as Modified by Amendment Nos. 1 and 2 Thereto, Relating to the Listing and Trading of the Shares of the PowerShares DB Optimum Yield Diversified Commodity Strategy Portfolio, PowerShares Agriculture Commodity Strategy Portfolio, PowerShares Precious Metals Commodity Strategy Portfolio, PowerShares Energy Commodity Strategy Portfolio, PowerShares Base Metals Commodity Strategy Portfolio and PowerShares Bloomberg Commodity Strategy Portfolio, Each a Series of PowerShares Actively Managed Exchange-Traded Commodity Fund Trust July 1, 2015. I. Introduction On April 30, 2015, The NASDAQ Stock Market LLC (‘‘Nasdaq’’ 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 relating to the listing and trading of shares (‘‘Shares’’) of the PowerShares DB Optimum Yield Diversified Commodity Strategy Portfolio, PowerShares Agriculture Commodity Strategy Portfolio, PowerShares Precious Metals Commodity Strategy Portfolio, PowerShares Energy Commodity Strategy Portfolio, PowerShares Base Metals Commodity Strategy Portfolio and PowerShares Bloomberg Commodity Strategy Portfolio (individually, ‘‘Fund,’’ and collectively, ‘‘Funds’’), each a series of the PowerShares Actively Managed Exchange-Traded Commodity Fund Trust (‘‘Trust’’) 3 under Nasdaq Rule U.S.C.78s(b)(1). CFR 240.19b–4. 3 According to the Exchange, the Trust is registered with the Commission as an investment company and has filed a registration statement on Form N–1A with the Commission. A description of each Fund’s investment strategy is set forth in the PO 00000 1 15 2 17 Frm 00117 Fmt 4703 Sfmt 4703 5735. The proposed rule change was published for comment in the Federal Register on May 21, 2015.4 On June 30, 2015, the Exchange filed Amendment No. 1 to the proposed rule change, and on July 1, 2015, the Exchange filed Amendment No. 2 to the proposed rule change.5 The Commission received no comments on the proposal. This order grants approval of the proposed rule change, as modified by Amendment Nos. 1 and 2 thereto. II. Description of the Proposed Rule Change The Commission previously approved the listing and trading of the Shares on the Exchange under Nasdaq Rule 5735, which governs the listing and trading of Managed Fund Shares.6 According to the Exchange, the Shares of the PowerShares DB Optimum Yield Diversified Commodity Strategy Trust’s registration statement (‘‘Registration Statement’’). See Pre-effective Amendment No. 1 to the Registration Statement for the Trust, dated May 20, 2014 (File Nos. 333–193135 and 811–22927). 4 See Securities Exchange Act Release No. 74979 (May 15, 2015), 80 FR 29359 (‘‘Notice’’). 5 In Amendment No. 1 to the proposed rule change, the Exchange: (a) Made a technical typographical correction to the citation in its filing referencing an exemptive order issued under the Investment Company Act of 1940 (‘‘1940 Act’’); and (b) clarified that only the Subsidiary (as defined herein) will hold Commodity-Linked Instruments (as defined herein) by removing the following statement in the filing: ‘‘in addition, each Fund may hold instruments that its respective Subsidiary is entitled to hold, and vice versa, to the extent consistent with federal tax requirements.’’. In Amendment No. 2 to the proposed rule change, the Exchange further clarified that (a) each Fund, through its respective Subsidiary (but not directly), will only invest in those commodity-linked notes, OTC Swaps, Forwards, or other over-the-counter instruments that are based on the price of relevant Commodities Futures, as applicable, and tend to exhibit trading prices or returns that correlate with any Commodities Futures and that will further the investment objective of such Fund (each ‘‘OTC Swaps,’’ ‘‘Forwards,’’ and ‘‘Commodities Futures,’’ as defined herein); and (b) each Subsidiary (not each Fund) will enter into swap agreements and other over-the-counter transactions only with large, established, and well capitalized financial institutions that meet certain credit quality standards and monitoring policies, and each Subsidiary (not each Fund) will use various techniques to minimize credit risk, including early termination, or reset and payment of such investments, the use of different counterparties, or limiting the net amount due from any individual counterparty. Because Amendment Nos. 1 and 2 to the proposed rule change seek to make certain clarifications and technical corrections, and do not materially affect the substance of the proposed rule change or raise unique or novel regulatory issues, Amendment Nos. 1 and 2 to the proposed rule change do not require notice and comment. The text of Amendment Nos. 1 and 2 is available at: https://www.sec.gov/rules/sro/nasdaq.shtml. 6 See Securities Exchange Act Release Nos. 73078 (Sept. 11, 2014), 79 FR 55851 (Sept. 17, 2014) (SR– NASDAQ–2014–80) (‘‘Prior Notice’’); and 73471 (Oct. 30, 2014), 79 FR 65751 (Nov. 5, 2014) (SR– NASDAQ–2014–080) (‘‘Prior Order,’’ and, together with the Prior Notice, collectively, ‘‘Prior Release’’). E:\FR\FM\08JYN1.SGM 08JYN1 Federal Register / Vol. 80, No. 130 / Wednesday, July 8, 2015 / Notices Portfolio have commenced trading on the Exchange; the Shares of the other Funds have not. The Exchange proposes to permit the listing or continued listing, as the case may be, of the Shares based on certain proposed revisions to their investment strategies, as described in more detail below.7 srobinson on DSK5SPTVN1PROD with NOTICES A. Principal Investments As stated in the Prior Release, each Fund’s investment objective is to seek long-term capital appreciation. The Prior Release states that each Fund seeks to achieve its investment objective by investing, under normal circumstances,8 in a combination of: (i) A wholly-owned subsidiary organized under the laws of the Cayman Islands (individually, ‘‘Subsidiary,’’ and collectively, ‘‘Subsidiaries’’); (ii) exchange-traded products or exchangetraded commodity pools; 9 and (iii) U.S. Treasury Securities, money market mutual funds, high quality commercial paper, and similar instruments (‘‘Collateral Instruments’’).10 The Prior Release also states that each Subsidiary will invest in exchangetraded futures contracts linked to commodities (‘‘Commodities Futures’’) to provide its parent Fund with additional indirect exposure to the commodities markets. Each Fund’s investment in its Subsidiary is designed to help the Fund obtain exposure to Commodities Futures returns in a manner consistent with the federal tax 7 The Exchange states that the changes described herein will be effective contingent upon effectiveness of a post-effective amendment to the Registration Statement of the Trust, on behalf of each Fund. 8 The term ‘‘under normal circumstances’’ includes, but is not limited to, the absence of extreme volatility or trading halts in the equity, commodities and futures markets or the financial markets generally; operational issues causing dissemination of inaccurate market information; or force majeure type events such as systems failure, natural or manmade disaster, act of God, armed conflict, act of terrorism, riot or labor disruption, or any similar intervening circumstance. 9 Specifically, the Prior Release noted that the Funds will invest in: (1) Exchange-traded funds (‘‘ETFs’’) that provide exposure to commodities, as would be listed under Nasdaq Rules 5705 and 5735; (2) exchange-traded notes (‘‘ETNs’’) that provide exposure to commodities, as would be listed under Nasdaq Rule 5710; or (3) exchange-traded pooled investment vehicles that invest primarily in commodities and commodity-linked instruments, as would be listed under Nasdaq Rules 5711(b), (d), (f), (g), (h), (i), and (j) (‘‘Commodity Pool’’ or ‘‘Commodity Pools’’). 10 The Exchange represents that, for a Fund’s purposes, money market instruments will include: Short-term, high quality securities issued or guaranteed by non-U.S. governments, agencies, and instrumentalities; non-convertible corporate debt securities with remaining maturities of not more than 397 days that satisfy ratings requirements under Rule 2a–7 of the 1940 Act; money market mutual funds; and deposits and other obligations of U.S. and non-U.S. banks and financial institutions. VerDate Sep<11>2014 18:49 Jul 07, 2015 Jkt 235001 requirements applicable to regulated investment companies, such as the Funds, which limit the ability of investment companies to invest directly in derivative instruments such as Commodities Futures. In this proposed rule change, the Exchange seeks to make certain revisions to the investment strategy described in the Prior Release. Specifically, the proposal seeks to allow the Funds and the Subsidiaries, as applicable, to also invest in a variety of other securities and instruments beyond those set forth in the Prior Release, as follows: • Each Fund, which already may invest in ETFs, ETNs, and Commodity Pools, seeks to also invest in: (i) Other investment companies,11 to the extent permitted under the 1940 Act; 12 and (ii) exchange-traded commodity-linked equity securities 13 (‘‘Equity Securities’’) (collectively, ‘‘Commodity-Related Assets’’). • each Subsidiary, which already may invest in Commodities Futures, now also seeks to invest in: (i) Exchangetraded futures contracts on commodity indices; (ii) commodity-linked notes; 14 (iii) ETNs; (iv) exchange-traded options on Commodities Futures (‘‘Options’’); 15 11 In addition to ETFs, the other investment companies will consist of non-exchange traded U.S. registered open-end investment companies (mutual funds), closed-end investment companies traded on U.S. exchanges, or exchange-traded non-U.S. investment companies traded on foreign exchanges. 12 According to the Exchange, each Fund’s investment in securities of other investment companies may exceed the limits permitted under the 1940 Act, in accordance with certain terms and conditions set forth in a Commission exemptive order issued to an affiliate of the Trust (which applies equally to the Trust) pursuant to Section 12(d)(1)(J) of the 1940 Act. See Investment Company Act Release No. 30238 (Oct. 23, 2012) (File No. 812–13820) or, in the case of non-U.S. investment companies, pursuant to Commission No-Action relief. See Red Rocks Capital, LLC (pub. avail. June 3, 2011). 13 Equity Securities will be comprised of exchange-traded common stocks of companies that operate in commodities, natural resources, and energy businesses, and in associated businesses, as well as companies that provide services or have exposure to such businesses. 14 According to the Exchange, such commoditylinked notes generally will not be exchange-traded; however it is possible that in the future some of those instruments could be listed for trading on an exchange. 15 The Prior Release noted that with respect to Commodities Futures held indirectly through a Subsidiary, not more than 10% of the weight of such Commodities Futures in the aggregate shall consist of instruments whose principal trading market is not a member of the Intermarket Surveillance Group (‘‘ISG’’) or a market with which the Exchange does not have a comprehensive surveillance sharing agreement. The Exchange now clarifies that Options and commodity index futures will be subject to the same restrictions as Commodities Futures, and that Options and commodity index futures will be considered in the aggregate with Commodities Futures. Therefore, PO 00000 Frm 00118 Fmt 4703 Sfmt 4703 39167 (v) centrally-cleared or over the counter (‘‘OTC’’) swaps on commodities (‘‘Swaps’’); and (vi) commodity-related forward contracts (‘‘Forwards’’) (collectively, ‘‘Commodity-Linked Instruments’’), which provide exposure to the investment returns of the commodities markets, without investing directly in physical commodities. The Prior Release notes that all of the exchange-traded securities held by a Fund will be traded in a principal trading market that is a member of ISG or a market with which the Exchange has a comprehensive surveillance sharing agreement. The Funds propose to invest in Equity Securities, closedend funds, ETFs, ETNs, Commodity Pools, and non-U.S. investment companies that are not traded in a principal trading market that is a member of ISG or a market with which the Exchange has a comprehensive surveillance sharing agreement; however, not more than 10% of each Fund’s investments in these investments (in the aggregate) will be invested in instruments that trade in markets that are not members of the ISG or that are not parties to a comprehensive surveillance sharing agreement with the Exchange. According to the Exchange, these additional instruments are intended to support each Fund’s principal investment strategy by providing each Fund with the flexibility to obtain additional exposure to the investment returns of the commodities markets within the limits of applicable federal tax requirements and without investing directly in physical commodities. Each Fund, through its respective Subsidiary, will only invest in those commoditylinked notes, OTC Swaps, Forwards, or other over-the-counter instruments that are based on the price of relevant Commodities Futures, as applicable, and tend to exhibit trading prices or returns that correlate with any Commodities Futures and that will further the investment objective of such Fund.16 The Funds represent that the with respect to Commodities Futures, commodity index futures, and Options, not more than 10% of the weight of such Commodities Futures, commodity index futures, and Options, in the aggregate, shall consist of instruments whose principal trading market is not a member of the ISG or a market with which the Exchange does not have a comprehensive surveillance sharing agreement. The Exchange states that this 10% limitation applicable to Commodities Futures, commodity index futures, and Options, in the aggregate, is separate from the 10% limitation applicable to exchange traded equity securities described herein, and is determined separately from this other limitation. 16 Each Subsidiary will enter into swap agreements and other over-the-counter transactions E:\FR\FM\08JYN1.SGM Continued 08JYN1 39168 Federal Register / Vol. 80, No. 130 / Wednesday, July 8, 2015 / Notices descriptions of the original asset types included in the Prior Release remain otherwise unchanged and that the Funds and their Subsidiaries will adhere to all investment restrictions set forth in the Prior Release as they apply to the original asset types. The Funds also represent that the investments in these additional asset types will be consistent with each Fund’s investment objective. The Exchange represents that, except for these changes described herein, all other facts presented and representations made in the Prior Release remain unchanged and in full effect. Additional information regarding the Trust, Fund, and Shares, including investment strategies and restrictions, risks, creation and redemption procedures, fees, portfolio holdings disclosure policies, distributions and taxes, calculation of net asset value (‘‘NAV’’), availability of information, trading rules and halts, and surveillance procedures, among other things, can be found in the Registration Statement, Notice, and Prior Release, as applicable.17 srobinson on DSK5SPTVN1PROD with NOTICES III. Discussion and Commission Findings After careful review, the Commission finds that the proposed rule change, as modified by Amendment Nos. 1 and 2 thereto, is consistent with the requirements of Section 6 of the Act 18 and the rules and regulations thereunder applicable to a national securities exchange.19 In particular, the Commission finds that the proposed rule change, as modified by Amendment Nos. 1 and 2 thereto, is consistent with the requirements of Section 6(b)(5) of the Act,20 which requires, among other things, that the Exchange’s rules be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market only with large, established, and well capitalized financial institutions that meet certain credit quality standards and monitoring policies. Each Subsidiary will use various techniques to minimize credit risk, including early termination, or reset and payment of such investments, the use of different counterparties, or limiting the net amount due from any individual counterparty. 17 See Registration Statement, Notice, and Prior Release, supra notes 3, 4, and 6, respectively, and accompanying text. 18 15 U.S.C. 78(f). 19 In approving this proposed rule change, the Commission notes that it has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 20 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 18:49 Jul 07, 2015 Jkt 235001 and a national market system, and, in general, to protect investors and the public interest. The Commission also 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,21 which sets forth the finding of Congress 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 Exchange represents that not more than 10% of each Fund’s investments in Equity Securities, closed-end funds, ETFs, ETNs, Commodity Pools, and non-U.S. investment companies, in the aggregate, will be invested in instruments that trade in markets that are not members of the ISG or that are not parties to a comprehensive surveillance sharing agreement with the Exchange. In addition, the Exchange represents that, with respect to Commodities Futures, commodity index futures, and Options, not more than 10% of the weight of such Commodities Futures, commodity index futures, and Options, in the aggregate, will consist of instruments whose principal trading market is not a member of the ISG or a market with which the Exchange does not have a comprehensive surveillance sharing agreement. The Commission further notes that: (1) Commodity-Linked Instruments will only be held at the Fund’s Subsidiary level; 22 and (2) according to the Prior Release, each Fund’s investment in a Subsidiary may not exceed 25% of the Fund’s total assets.23 With respect to the calculation of NAV, in addition to the information set forth in the Prior Release, the Exchange represents that: (i) Equity Securities, ETNs, and futures on commodity indices will be valued at the last sales price or the official closing price on the U.S.C. 78k–1(a)(1)(C)(iii). Amendment No. 1, supra note 5. 23 See Prior Release, supra note 6. The Commission further notes that, according to the Prior Release, because each Fund will wholly own and control its respective Subsidiary, and the Fund and the Subsidiary will be managed by Invesco PowerShares Capital Management LLC (‘‘Adviser’’), the Subsidiary will not take action contrary to the interests of the Fund or the Fund’s shareholders. The Board of Trustees of the Trust has oversight responsibility for the investment activities of each Fund, including its expected investments in its Subsidiary, and that Fund’s role as the sole shareholder of such Subsidiary. In managing a Subsidiary’s portfolio, the Adviser will be subject to the same investment restrictions and operational guidelines that apply to the management of a Fund. See Prior Release, supra note 6, 79 FR at 55853. PO 00000 21 15 22 See Frm 00119 Fmt 4703 Sfmt 4703 exchange where such securities principally trade; (ii) investment companies will be valued using such company’s end of the day NAV per share, unless the shares are exchangetraded, in which case they will be valued at the last sales price or official closing price on the exchanges on which they primarily trade; (iii) Options generally will be valued at the closing price (and, if no closing price is available, at the mean of the last bid/ask quotations) generally from the exchange where such instruments principally trade; and (iv) Swaps, commoditylinked notes and Forwards generally will be valued based on quotations from a pricing vendor (such quotations being derived from available market- and company-specific data), all in accordance with valuation procedures adopted by the Board of Trustees of the Trust. All other valuation procedures pertaining to the Funds, and as set forth in the Prior Release, are unchanged. On each business day, before commencement of trading in Shares in the Regular Market Session on the Exchange, each Fund will disclose on its Web site the identities and quantities of its portfolio of securities and other assets (‘‘Disclosed Portfolio,’’ as defined in Nasdaq Rule 5735(c)(2)) held by such Fund and its Subsidiary, which will form the basis for each Fund’s calculation of NAV at the end of the business day. In addition to the information set forth in the Prior Release, the Funds will disclose on a daily basis on the Funds’ Web site the following information regarding each portfolio holding, as applicable to the type of holding: ticker symbol, CUSIP number or other identifier, if any; a description of the holding (including the type of holding), the identity of the security or other asset or instrument underlying the holding, if any; for options, the option strike price; for Swaps, a description of the type of Swap; quantity held (as measured by, for example, par value, notional value or number of shares, contracts or units); maturity date, if any; coupon rate, if any; effective date, if any; market value of the holding; and percentage weighting of the holding in the Fund’s portfolio. The Web site information will be publicly available at no charge. Intraday price information on the exchangetraded assets held by the Fund and the Subsidiary, including the Equity Securities, ETNs, Options, exchangetraded investment companies (including closed-end funds), and exchange-traded futures contracts on commodity indices will be available via the quote and trade service of the respective exchanges on E:\FR\FM\08JYN1.SGM 08JYN1 srobinson on DSK5SPTVN1PROD with NOTICES Federal Register / Vol. 80, No. 130 / Wednesday, July 8, 2015 / Notices which they principally trade. Additionally, price information on Swaps, commodity-linked notes, Forwards, and non-exchange traded investment companies will be available from major broker-dealer firms or through subscription services, such as Bloomberg, Markit, and Thomson Reuters, which can be accessed by entities that have entered into an authorized participant agreement with the Trust and other investors. In addition to the information set forth in the Prior Release, the Exchange represents that: (i) FINRA, on behalf of the Exchange, will communicate as needed regarding trading information it can obtain relating to exchange-traded or centrally-cleared equity securities and assets held by a Fund or its Subsidiary, as applicable, which include exchange-traded CommodityRelated Assets and exchange-traded or centrally-cleared Commodity-Linked Instruments, with other markets and other entities that are members of the ISG; (ii) FINRA may obtain trading information regarding trading in exchange-traded equity securities and other assets held by each Fund and each Subsidiary, as applicable, from such markets and other entities; and (iii) the Exchange may obtain information regarding trading in exchange-traded equity securities and other assets held by each Fund and each Subsidiary from such markets and other entities (as long as such markets and other entities are members of ISG or have in place a comprehensive surveillance sharing agreement with the Exchange). The Exchange has a general policy prohibiting the distribution of material, non-public information by its employees. The Commission notes that, beyond the changes described herein, the Exchange represents that there are no changes to any other information included in the Prior Release, and all other facts presented and representations made in the Prior Release remain true and in effect. The Commission further notes that the Funds and the Shares must comply with the requirements of Nasdaq Rule 5735 to be initially and continuously listed and traded on the Exchange. This approval order is based on all of the Exchange’s representations and description of the Funds, including those set forth above, in the Prior Release, and in the Notice. IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,24 that the proposed rule change (SR–NASDAQ– 24 15 2015–049), as modified by Amendment Nos. 1 and 2 thereto, be, and it hereby is, approved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.25 Robert W. Errett, Deputy Secretary. [FR Doc. 2015–16652 Filed 7–7–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–75350; File No. SR–BOX– 2015–24] Self-Regulatory Organizations; BOX Options Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Fee Schedule on the BOX Market LLC Options Facility July 1, 2015. Pursuant to Section 19(b)(1) under the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on June 29, 2015, BOX Options Exchange LLC (the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Exchange filed the proposed rule change pursuant to Section 19(b)(3)(A)(ii) of the Act,3 and Rule 19b–4(f)(2) thereunder,4 which renders the proposal effective upon filing with the Commission. 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 the Substance of the Proposed Rule Change The Exchange is filing with the Securities and Exchange Commission (‘‘Commission’’) a proposed rule change to amend the Fee Schedule on the BOX Market LLC (‘‘BOX’’) options facility. While changes to the fee schedule pursuant to this proposal will be effective upon filing, the changes will become operative on July 1, 2015. The text of the proposed rule change is available from the principal office of the Exchange, at the Commission’s Public Reference Room and also on the Exchange’s Internet Web site at https:// boxexchange.com. U.S.C. 78s(b)(2). VerDate Sep<11>2014 18:49 Jul 07, 2015 Jkt 235001 PO 00000 25 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 CFR 240.19b–4(f)(2). 1 15 Frm 00120 Fmt 4703 Sfmt 4703 39169 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 proposed rule change. The text of these 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 aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to make a number of changes to Section I.A of the BOX Fee Schedule, Exchange Fees for Non-Auction Transactions. First, the Exchange proposes to amend certain credits in the pricing model outlined in Section I.A. (NonAuction Transactions).5 In this section, fees and credits are assessed depending on upon three factors: (i) The account type of the Participant submitting the order; (ii) whether the Participant is a liquidity provider or liquidity taker; and (iii) the account type of the contra party. Non-Auction Transactions in Penny Pilot Classes are assessed different fees or credits than Non-Auction Transactions in Non-Penny Pilot Classes. The Exchange recently adopted this pricing model 6 and now proposes to amend certain credits in this section. Specifically, the Exchange proposes to eliminate the Maker and Taker credits for Public Customers interacting with Professional Customers/Broker Dealers or Market Makers in both Penny Pilot and Non-Penny Pilot Classes. Public Customers currently receive a $0.10 credit (Penny Pilot Classes) and $0.45 credit (Non-Penny Pilot Classes) when interacting with Professional Customers, Broker Dealers or Market Makers, regardless of whether they are adding or removing liquidity. The Exchange proposes to eliminate both these credits. These transactions will remain exempt from the Liquidity Fees and Credits outlined in Section II of the BOX Fee Schedule. The revised fee structure 5 Non-Auction Transactions are those transactions executed on the BOX Book. 6 See Securities Exchange Act Release No. 73547 (November 6, 2014), 79 FR 67520 (November 13, 2014) (Notice of Filing and Immediate Effectiveness of SR–BOX–2014–25). E:\FR\FM\08JYN1.SGM 08JYN1

Agencies

[Federal Register Volume 80, Number 130 (Wednesday, July 8, 2015)]
[Notices]
[Pages 39166-39169]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-16652]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75349; File No. SR-NASDAQ-2015-049]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order 
Granting Approval of Proposed Rule Change, as Modified by Amendment 
Nos. 1 and 2 Thereto, Relating to the Listing and Trading of the Shares 
of the PowerShares DB Optimum Yield Diversified Commodity Strategy 
Portfolio, PowerShares Agriculture Commodity Strategy Portfolio, 
PowerShares Precious Metals Commodity Strategy Portfolio, PowerShares 
Energy Commodity Strategy Portfolio, PowerShares Base Metals Commodity 
Strategy Portfolio and PowerShares Bloomberg Commodity Strategy 
Portfolio, Each a Series of PowerShares Actively Managed Exchange-
Traded Commodity Fund Trust

July 1, 2015.

I. Introduction

    On April 30, 2015, The NASDAQ Stock Market LLC (``Nasdaq'' 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 relating to the listing and trading of shares 
(``Shares'') of the PowerShares DB Optimum Yield Diversified Commodity 
Strategy Portfolio, PowerShares Agriculture Commodity Strategy 
Portfolio, PowerShares Precious Metals Commodity Strategy Portfolio, 
PowerShares Energy Commodity Strategy Portfolio, PowerShares Base 
Metals Commodity Strategy Portfolio and PowerShares Bloomberg Commodity 
Strategy Portfolio (individually, ``Fund,'' and collectively, 
``Funds''), each a series of the PowerShares Actively Managed Exchange-
Traded Commodity Fund Trust (``Trust'') \3\ under Nasdaq Rule 5735. The 
proposed rule change was published for comment in the Federal Register 
on May 21, 2015.\4\ On June 30, 2015, the Exchange filed Amendment No. 
1 to the proposed rule change, and on July 1, 2015, the Exchange filed 
Amendment No. 2 to the proposed rule change.\5\ The Commission received 
no comments on the proposal. This order grants approval of the proposed 
rule change, as modified by Amendment Nos. 1 and 2 thereto.
---------------------------------------------------------------------------

    \1\ 15 U.S.C.78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ According to the Exchange, the Trust is registered with the 
Commission as an investment company and has filed a registration 
statement on Form N-1A with the Commission. A description of each 
Fund's investment strategy is set forth in the Trust's registration 
statement (``Registration Statement''). See Pre-effective Amendment 
No. 1 to the Registration Statement for the Trust, dated May 20, 
2014 (File Nos. 333-193135 and 811-22927).
    \4\ See Securities Exchange Act Release No. 74979 (May 15, 
2015), 80 FR 29359 (``Notice'').
    \5\ In Amendment No. 1 to the proposed rule change, the 
Exchange: (a) Made a technical typographical correction to the 
citation in its filing referencing an exemptive order issued under 
the Investment Company Act of 1940 (``1940 Act''); and (b) clarified 
that only the Subsidiary (as defined herein) will hold Commodity-
Linked Instruments (as defined herein) by removing the following 
statement in the filing: ``in addition, each Fund may hold 
instruments that its respective Subsidiary is entitled to hold, and 
vice versa, to the extent consistent with federal tax 
requirements.''. In Amendment No. 2 to the proposed rule change, the 
Exchange further clarified that (a) each Fund, through its 
respective Subsidiary (but not directly), will only invest in those 
commodity-linked notes, OTC Swaps, Forwards, or other over-the-
counter instruments that are based on the price of relevant 
Commodities Futures, as applicable, and tend to exhibit trading 
prices or returns that correlate with any Commodities Futures and 
that will further the investment objective of such Fund (each ``OTC 
Swaps,'' ``Forwards,'' and ``Commodities Futures,'' as defined 
herein); and (b) each Subsidiary (not each Fund) will enter into 
swap agreements and other over-the-counter transactions only with 
large, established, and well capitalized financial institutions that 
meet certain credit quality standards and monitoring policies, and 
each Subsidiary (not each Fund) will use various techniques to 
minimize credit risk, including early termination, or reset and 
payment of such investments, the use of different counterparties, or 
limiting the net amount due from any individual counterparty. 
Because Amendment Nos. 1 and 2 to the proposed rule change seek to 
make certain clarifications and technical corrections, and do not 
materially affect the substance of the proposed rule change or raise 
unique or novel regulatory issues, Amendment Nos. 1 and 2 to the 
proposed rule change do not require notice and comment. The text of 
Amendment Nos. 1 and 2 is available at: https://www.sec.gov/rules/sro/nasdaq.shtml.
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II. Description of the Proposed Rule Change

    The Commission previously approved the listing and trading of the 
Shares on the Exchange under Nasdaq Rule 5735, which governs the 
listing and trading of Managed Fund Shares.\6\ According to the 
Exchange, the Shares of the PowerShares DB Optimum Yield Diversified 
Commodity Strategy

[[Page 39167]]

Portfolio have commenced trading on the Exchange; the Shares of the 
other Funds have not. The Exchange proposes to permit the listing or 
continued listing, as the case may be, of the Shares based on certain 
proposed revisions to their investment strategies, as described in more 
detail below.\7\
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    \6\ See Securities Exchange Act Release Nos. 73078 (Sept. 11, 
2014), 79 FR 55851 (Sept. 17, 2014) (SR-NASDAQ-2014-80) (``Prior 
Notice''); and 73471 (Oct. 30, 2014), 79 FR 65751 (Nov. 5, 2014) 
(SR-NASDAQ-2014-080) (``Prior Order,'' and, together with the Prior 
Notice, collectively, ``Prior Release'').
    \7\ The Exchange states that the changes described herein will 
be effective contingent upon effectiveness of a post-effective 
amendment to the Registration Statement of the Trust, on behalf of 
each Fund.
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A. Principal Investments

    As stated in the Prior Release, each Fund's investment objective is 
to seek long-term capital appreciation. The Prior Release states that 
each Fund seeks to achieve its investment objective by investing, under 
normal circumstances,\8\ in a combination of: (i) A wholly-owned 
subsidiary organized under the laws of the Cayman Islands 
(individually, ``Subsidiary,'' and collectively, ``Subsidiaries''); 
(ii) exchange-traded products or exchange-traded commodity pools; \9\ 
and (iii) U.S. Treasury Securities, money market mutual funds, high 
quality commercial paper, and similar instruments (``Collateral 
Instruments'').\10\
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    \8\ The term ``under normal circumstances'' includes, but is not 
limited to, the absence of extreme volatility or trading halts in 
the equity, commodities and futures markets or the financial markets 
generally; operational issues causing dissemination of inaccurate 
market information; or force majeure type events such as systems 
failure, natural or manmade disaster, act of God, armed conflict, 
act of terrorism, riot or labor disruption, or any similar 
intervening circumstance.
    \9\ Specifically, the Prior Release noted that the Funds will 
invest in: (1) Exchange-traded funds (``ETFs'') that provide 
exposure to commodities, as would be listed under Nasdaq Rules 5705 
and 5735; (2) exchange-traded notes (``ETNs'') that provide exposure 
to commodities, as would be listed under Nasdaq Rule 5710; or (3) 
exchange-traded pooled investment vehicles that invest primarily in 
commodities and commodity-linked instruments, as would be listed 
under Nasdaq Rules 5711(b), (d), (f), (g), (h), (i), and (j) 
(``Commodity Pool'' or ``Commodity Pools'').
    \10\ The Exchange represents that, for a Fund's purposes, money 
market instruments will include: Short-term, high quality securities 
issued or guaranteed by non-U.S. governments, agencies, and 
instrumentalities; non-convertible corporate debt securities with 
remaining maturities of not more than 397 days that satisfy ratings 
requirements under Rule 2a-7 of the 1940 Act; money market mutual 
funds; and deposits and other obligations of U.S. and non-U.S. banks 
and financial institutions.
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    The Prior Release also states that each Subsidiary will invest in 
exchange-traded futures contracts linked to commodities (``Commodities 
Futures'') to provide its parent Fund with additional indirect exposure 
to the commodities markets. Each Fund's investment in its Subsidiary is 
designed to help the Fund obtain exposure to Commodities Futures 
returns in a manner consistent with the federal tax requirements 
applicable to regulated investment companies, such as the Funds, which 
limit the ability of investment companies to invest directly in 
derivative instruments such as Commodities Futures.
    In this proposed rule change, the Exchange seeks to make certain 
revisions to the investment strategy described in the Prior Release. 
Specifically, the proposal seeks to allow the Funds and the 
Subsidiaries, as applicable, to also invest in a variety of other 
securities and instruments beyond those set forth in the Prior Release, 
as follows:
     Each Fund, which already may invest in ETFs, ETNs, and 
Commodity Pools, seeks to also invest in: (i) Other investment 
companies,\11\ to the extent permitted under the 1940 Act; \12\ and 
(ii) exchange-traded commodity-linked equity securities \13\ (``Equity 
Securities'') (collectively, ``Commodity-Related Assets'').
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    \11\ In addition to ETFs, the other investment companies will 
consist of non-exchange traded U.S. registered open-end investment 
companies (mutual funds), closed-end investment companies traded on 
U.S. exchanges, or exchange-traded non-U.S. investment companies 
traded on foreign exchanges.
    \12\ According to the Exchange, each Fund's investment in 
securities of other investment companies may exceed the limits 
permitted under the 1940 Act, in accordance with certain terms and 
conditions set forth in a Commission exemptive order issued to an 
affiliate of the Trust (which applies equally to the Trust) pursuant 
to Section 12(d)(1)(J) of the 1940 Act. See Investment Company Act 
Release No. 30238 (Oct. 23, 2012) (File No. 812-13820) or, in the 
case of non-U.S. investment companies, pursuant to Commission No-
Action relief. See Red Rocks Capital, LLC (pub. avail. June 3, 
2011).
    \13\ Equity Securities will be comprised of exchange-traded 
common stocks of companies that operate in commodities, natural 
resources, and energy businesses, and in associated businesses, as 
well as companies that provide services or have exposure to such 
businesses.
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     each Subsidiary, which already may invest in Commodities 
Futures, now also seeks to invest in: (i) Exchange-traded futures 
contracts on commodity indices; (ii) commodity-linked notes; \14\ (iii) 
ETNs; (iv) exchange-traded options on Commodities Futures 
(``Options''); \15\ (v) centrally-cleared or over the counter (``OTC'') 
swaps on commodities (``Swaps''); and (vi) commodity-related forward 
contracts (``Forwards'') (collectively, ``Commodity-Linked 
Instruments''), which provide exposure to the investment returns of the 
commodities markets, without investing directly in physical 
commodities.
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    \14\ According to the Exchange, such commodity-linked notes 
generally will not be exchange-traded; however it is possible that 
in the future some of those instruments could be listed for trading 
on an exchange.
    \15\ The Prior Release noted that with respect to Commodities 
Futures held indirectly through a Subsidiary, not more than 10% of 
the weight of such Commodities Futures in the aggregate shall 
consist of instruments whose principal trading market is not a 
member of the Intermarket Surveillance Group (``ISG'') or a market 
with which the Exchange does not have a comprehensive surveillance 
sharing agreement. The Exchange now clarifies that Options and 
commodity index futures will be subject to the same restrictions as 
Commodities Futures, and that Options and commodity index futures 
will be considered in the aggregate with Commodities Futures. 
Therefore, with respect to Commodities Futures, commodity index 
futures, and Options, not more than 10% of the weight of such 
Commodities Futures, commodity index futures, and Options, in the 
aggregate, shall consist of instruments whose principal trading 
market is not a member of the ISG or a market with which the 
Exchange does not have a comprehensive surveillance sharing 
agreement. The Exchange states that this 10% limitation applicable 
to Commodities Futures, commodity index futures, and Options, in the 
aggregate, is separate from the 10% limitation applicable to 
exchange traded equity securities described herein, and is 
determined separately from this other limitation.
---------------------------------------------------------------------------

    The Prior Release notes that all of the exchange-traded securities 
held by a Fund will be traded in a principal trading market that is a 
member of ISG or a market with which the Exchange has a comprehensive 
surveillance sharing agreement. The Funds propose to invest in Equity 
Securities, closed-end funds, ETFs, ETNs, Commodity Pools, and non-U.S. 
investment companies that are not traded in a principal trading market 
that is a member of ISG or a market with which the Exchange has a 
comprehensive surveillance sharing agreement; however, not more than 
10% of each Fund's investments in these investments (in the aggregate) 
will be invested in instruments that trade in markets that are not 
members of the ISG or that are not parties to a comprehensive 
surveillance sharing agreement with the Exchange.
    According to the Exchange, these additional instruments are 
intended to support each Fund's principal investment strategy by 
providing each Fund with the flexibility to obtain additional exposure 
to the investment returns of the commodities markets within the limits 
of applicable federal tax requirements and without investing directly 
in physical commodities. Each Fund, through its respective Subsidiary, 
will only invest in those commodity-linked notes, OTC Swaps, Forwards, 
or other over-the-counter instruments that are based on the price of 
relevant Commodities Futures, as applicable, and tend to exhibit 
trading prices or returns that correlate with any Commodities Futures 
and that will further the investment objective of such Fund.\16\ The 
Funds represent that the

[[Page 39168]]

descriptions of the original asset types included in the Prior Release 
remain otherwise unchanged and that the Funds and their Subsidiaries 
will adhere to all investment restrictions set forth in the Prior 
Release as they apply to the original asset types. The Funds also 
represent that the investments in these additional asset types will be 
consistent with each Fund's investment objective.
---------------------------------------------------------------------------

    \16\ Each Subsidiary will enter into swap agreements and other 
over-the-counter transactions only with large, established, and well 
capitalized financial institutions that meet certain credit quality 
standards and monitoring policies. Each Subsidiary will use various 
techniques to minimize credit risk, including early termination, or 
reset and payment of such investments, the use of different 
counterparties, or limiting the net amount due from any individual 
counterparty.
---------------------------------------------------------------------------

    The Exchange represents that, except for these changes described 
herein, all other facts presented and representations made in the Prior 
Release remain unchanged and in full effect. Additional information 
regarding the Trust, Fund, and Shares, including investment strategies 
and restrictions, risks, creation and redemption procedures, fees, 
portfolio holdings disclosure policies, distributions and taxes, 
calculation of net asset value (``NAV''), availability of information, 
trading rules and halts, and surveillance procedures, among other 
things, can be found in the Registration Statement, Notice, and Prior 
Release, as applicable.\17\
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    \17\ See Registration Statement, Notice, and Prior Release, 
supra notes 3, 4, and 6, respectively, and accompanying text.
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment Nos. 1 and 2 thereto, is consistent 
with the requirements of Section 6 of the Act \18\ and the rules and 
regulations thereunder applicable to a national securities 
exchange.\19\ In particular, the Commission finds that the proposed 
rule change, as modified by Amendment Nos. 1 and 2 thereto, is 
consistent with the requirements of Section 6(b)(5) of the Act,\20\ 
which requires, among other things, that the Exchange's rules be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in facilitating transactions in 
securities, 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 also 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,\21\ which sets 
forth the finding of Congress 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.
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    \18\ 15 U.S.C. 78(f).
    \19\ In approving this proposed rule change, the Commission 
notes that it has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
    \20\ 15 U.S.C. 78f(b)(5).
    \21\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    The Exchange represents that not more than 10% of each Fund's 
investments in Equity Securities, closed-end funds, ETFs, ETNs, 
Commodity Pools, and non-U.S. investment companies, in the aggregate, 
will be invested in instruments that trade in markets that are not 
members of the ISG or that are not parties to a comprehensive 
surveillance sharing agreement with the Exchange. In addition, the 
Exchange represents that, with respect to Commodities Futures, 
commodity index futures, and Options, not more than 10% of the weight 
of such Commodities Futures, commodity index futures, and Options, in 
the aggregate, will consist of instruments whose principal trading 
market is not a member of the ISG or a market with which the Exchange 
does not have a comprehensive surveillance sharing agreement. The 
Commission further notes that: (1) Commodity-Linked Instruments will 
only be held at the Fund's Subsidiary level; \22\ and (2) according to 
the Prior Release, each Fund's investment in a Subsidiary may not 
exceed 25% of the Fund's total assets.\23\
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    \22\ See Amendment No. 1, supra note 5.
    \23\ See Prior Release, supra note 6. The Commission further 
notes that, according to the Prior Release, because each Fund will 
wholly own and control its respective Subsidiary, and the Fund and 
the Subsidiary will be managed by Invesco PowerShares Capital 
Management LLC (``Adviser''), the Subsidiary will not take action 
contrary to the interests of the Fund or the Fund's shareholders. 
The Board of Trustees of the Trust has oversight responsibility for 
the investment activities of each Fund, including its expected 
investments in its Subsidiary, and that Fund's role as the sole 
shareholder of such Subsidiary. In managing a Subsidiary's 
portfolio, the Adviser will be subject to the same investment 
restrictions and operational guidelines that apply to the management 
of a Fund. See Prior Release, supra note 6, 79 FR at 55853.
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    With respect to the calculation of NAV, in addition to the 
information set forth in the Prior Release, the Exchange represents 
that: (i) Equity Securities, ETNs, and futures on commodity indices 
will be valued at the last sales price or the official closing price on 
the exchange where such securities principally trade; (ii) investment 
companies will be valued using such company's end of the day NAV per 
share, unless the shares are exchange-traded, in which case they will 
be valued at the last sales price or official closing price on the 
exchanges on which they primarily trade; (iii) Options generally will 
be valued at the closing price (and, if no closing price is available, 
at the mean of the last bid/ask quotations) generally from the exchange 
where such instruments principally trade; and (iv) Swaps, commodity-
linked notes and Forwards generally will be valued based on quotations 
from a pricing vendor (such quotations being derived from available 
market- and company-specific data), all in accordance with valuation 
procedures adopted by the Board of Trustees of the Trust. All other 
valuation procedures pertaining to the Funds, and as set forth in the 
Prior Release, are unchanged.
    On each business day, before commencement of trading in Shares in 
the Regular Market Session on the Exchange, each Fund will disclose on 
its Web site the identities and quantities of its portfolio of 
securities and other assets (``Disclosed Portfolio,'' as defined in 
Nasdaq Rule 5735(c)(2)) held by such Fund and its Subsidiary, which 
will form the basis for each Fund's calculation of NAV at the end of 
the business day. In addition to the information set forth in the Prior 
Release, the Funds will disclose on a daily basis on the Funds' Web 
site the following information regarding each portfolio holding, as 
applicable to the type of holding: ticker symbol, CUSIP number or other 
identifier, if any; a description of the holding (including the type of 
holding), the identity of the security or other asset or instrument 
underlying the holding, if any; for options, the option strike price; 
for Swaps, a description of the type of Swap; quantity held (as 
measured by, for example, par value, notional value or number of 
shares, contracts or units); maturity date, if any; coupon rate, if 
any; effective date, if any; market value of the holding; and 
percentage weighting of the holding in the Fund's portfolio. The Web 
site information will be publicly available at no charge. Intra-day 
price information on the exchange-traded assets held by the Fund and 
the Subsidiary, including the Equity Securities, ETNs, Options, 
exchange-traded investment companies (including closed-end funds), and 
exchange-traded futures contracts on commodity indices will be 
available via the quote and trade service of the respective exchanges 
on

[[Page 39169]]

which they principally trade. Additionally, price information on Swaps, 
commodity-linked notes, Forwards, and non-exchange traded investment 
companies will be available from major broker-dealer firms or through 
subscription services, such as Bloomberg, Markit, and Thomson Reuters, 
which can be accessed by entities that have entered into an authorized 
participant agreement with the Trust and other investors.
    In addition to the information set forth in the Prior Release, the 
Exchange represents that: (i) FINRA, on behalf of the Exchange, will 
communicate as needed regarding trading information it can obtain 
relating to exchange-traded or centrally-cleared equity securities and 
assets held by a Fund or its Subsidiary, as applicable, which include 
exchange-traded Commodity-Related Assets and exchange-traded or 
centrally-cleared Commodity-Linked Instruments, with other markets and 
other entities that are members of the ISG; (ii) FINRA may obtain 
trading information regarding trading in exchange-traded equity 
securities and other assets held by each Fund and each Subsidiary, as 
applicable, from such markets and other entities; and (iii) the 
Exchange may obtain information regarding trading in exchange-traded 
equity securities and other assets held by each Fund and each 
Subsidiary from such markets and other entities (as long as such 
markets and other entities are members of ISG or have in place a 
comprehensive surveillance sharing agreement with the Exchange). The 
Exchange has a general policy prohibiting the distribution of material, 
non-public information by its employees.
    The Commission notes that, beyond the changes described herein, the 
Exchange represents that there are no changes to any other information 
included in the Prior Release, and all other facts presented and 
representations made in the Prior Release remain true and in effect. 
The Commission further notes that the Funds and the Shares must comply 
with the requirements of Nasdaq Rule 5735 to be initially and 
continuously listed and traded on the Exchange. This approval order is 
based on all of the Exchange's representations and description of the 
Funds, including those set forth above, in the Prior Release, and in 
the Notice.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\24\ that the proposed rule change (SR-NASDAQ-2015-049), as 
modified by Amendment Nos. 1 and 2 thereto, be, and it hereby is, 
approved.
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    \24\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-16652 Filed 7-7-15; 8:45 am]
 BILLING CODE 8011-01-P
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