[Federal Register Volume 75, Number 124 (Tuesday, June 29, 2010)]
[Notices]
[Pages 37498-37502]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-15749]
[[Page 37498]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-62344; File No. SR-NYSEArca-2010-57]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change Regarding Listing and Trading Shares of
AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF
June 21, 2010.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that on June 16, 2010, NYSE Arca, Inc. (``NYSE Arca'' or 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 self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to list and trade the following under NYSE
Arca Equities Rule 8.600 (``Managed Fund Shares''): AdvisorShares WCM/
BNY Mellon Focused Growth ADR ETF. The text of the proposed rule change
is available on the Exchange's Web site at http://www.nyse.com, at the
Exchange's principal office and at the Commission's Public Reference
Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to list and trade the following Managed Fund
Shares \4\ (``Shares'') under NYSE Arca Equities Rule 8.600:
AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF (the ``Fund'').\5\
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.\6\
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\4\ A Managed Fund Share is a security that represents an
interest in an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a) (``1940 Act'') organized as an
open-end investment company or similar entity that invests in a
portfolio of securities selected by its investment advisor
consistent with its investment objectives and policies. In contrast,
an open-end investment company that issues Investment Company Units,
listed and traded on the Exchange under NYSE Arca Equities Rule
5.2(j)(3), seeks to provide investment results that correspond
generally to the price and yield performance of a specific foreign
or domestic stock index, fixed income securities index or
combination thereof.
\5\ The Commission previously approved listing and trading on
the Exchange of the following actively managed funds under Rule
8.600. See, e.g., Securities Exchange Act Release Nos. 57801 (May 8,
2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-2008-31) (order
approving Exchange listing and trading of twelve actively-managed
funds of the WisdomTree Trust); 59826 (April 28, 2009), 74 FR 20512
(May 4, 2009) (SR-NYSEArca-2009-22) (order approving Exchange
listing and trading of Grail American Beacon Large Cap Value ETF);
60975 (November 10, 2009) (SR-NYSEArca-2009-83) (order approving
listing of Grail American Beacon International Equity ETF). 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).
\6\ 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''). The description of the operation of the
Trust and the Fund herein is based on the Registration Statement.
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The investment advisor to the Fund is AdvisorShares Investments,
LLC (the ``Advisor''). WCM Investment Management (``WCM'') is the sub-
advisor (``Sub-Advisor'') to the Fund and the portfolio manager. 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 will periodically change the
composition of its portfolio to best meet its investment objective.
Neither the Advisor nor the Sub-Advisor is affiliated with a broker-
dealer.\7\
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\7\ With respect to the Fund, the Exchange represents that the
Advisor, as the investment advisor of the Fund, as well as the Sub-
Advisor to the Fund and their related personnel, are subject to
Investment Advisers Act Rule 204A-1. This Rule specifically requires
the adoption of a code of ethics by an investment advisor to
include, at a minimum: (i) Standards of business conduct that
reflect the firm's/personnel fiduciary obligations; (ii) provisions
requiring supervised persons to comply with applicable federal
securities laws; (iii) provisions that require all access persons to
report, and the firm to review, their personal securities
transactions and holdings periodically as specifically set forth in
Rule 204A-1; (iv) provisions requiring supervised persons to report
any violations of the code of ethics promptly to the chief
compliance officer (``CCO'') or, provided the CCO also receives
reports of all violations, to other persons designated in the code
of ethics; and (v) provisions requiring the investment advisor to
provide each of the supervised persons with a copy of the code of
ethics with an acknowledgement by said supervised persons. In
addition, Rule 206(4)-7 under the Advisers Act makes it unlawful for
an investment advisor to provide investment advice to clients unless
such investment advisor has (i) adopted and implemented written
policies and procedures reasonably designed to prevent violation, by
the investment advisor and its supervised persons, of the Advisers
Act and the Commission rules adopted thereunder; (ii) implemented,
at a minimum, an annual review regarding the adequacy of the
policies and procedures established pursuant to subparagraph (i)
above and the effectiveness of their implementation; and (iii)
designated an individual (who is a supervised person) responsible
for administering the policies and procedures adopted under
subparagraph (i) above.
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According to the Registration Statement, 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'').\8\
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\8\ 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.
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[[Page 37499]]
The Investment Process
According to the Registration Statement, WCM employs a team
approach through Investment Strategy Group, consisting of four senior
investment professionals (the ``Portfolio Managers''). This team
establishes portfolio guidelines for sector and industry analysis and
develops the Fund's portfolio. The Portfolio Managers analyze the major
trends in the global economy in order to identify those economic
sectors and industries that are most likely to benefit. According to
the Registration Statement, typical themes incorporated in the
Portfolio Managers' investment process include demographics, global
commerce, outsourcing, the growing global middle class and the
proliferation of technology. A portfolio strategy is then implemented
that will best capitalize on these investment themes and subsequent
expected growth of the underlying assets. The Fund's portfolio will
typically have fewer than 30 companies. All buy and sell decisions are
made by the Portfolio Managers.
Portfolio Construction
According to the Registration Statement, WCM seeks non-U.S.
domiciled quality growth businesses with superior growth prospects,
high returns on invested capital and low or no debt, among other
characteristics, as described in the Registration Statement. WCM
focuses its attention on conventional growth sectors such as
technology, consumer discretionary and staples, and healthcare.
The Fund utilizes quantitative analysis that entails backward-
looking screens to help narrow the non-U.S. universe of companies in
which the Fund invests. The Fund looks for companies with market
capitalization of $3.5 billion or greater within traditional growth
sectors, and that have high returns on invested capital; low or no
debt; high gross, operating margins; and a history of sustainable
growth. Typical portfolio construction would entail exposure to 15 or
more industries with initial positions of approximately 2-5%; maximum
position size of approximately 10%; maximum sector size of
approximately 45%; maximum industry exposure of approximately 15%; and
maximum emerging markets exposure of approximately 35%.
The Fund will under normal circumstances have at least 80% of its
total assets invested in ADRs. The Fund may invest in equity
securities, including common and preferred stock, warrants, convertible
securities and Master Limited Partnerships. The Fund's portfolio will
consist primarily of ADRs and the Fund will not invest in non-U.S.
equity securities outside of U.S. markets.
According to the Registration Statement, the composition of the
Fund's portfolio, on a continual basis, will be subject to the
following:
(1) Component stocks that in the aggregate account for at least 90%
of the weight of the portfolio each shall have a minimum market value
of at least $100 million;
(2) Component stocks that in the aggregate account for at least 70%
of the weight of the 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;
(3) A minimum of 20 component stocks of which the most heavily
weighted component stock shall not 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
(4) 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.
In addition, the Fund may invest up to 15% of its net assets in
illiquid securities. For this purpose, ``illiquid securities'' are
securities that the Fund may not sell or dispose of within seven days
in the ordinary course of business at approximately the amount at which
the Fund has valued the securities.
According to the Registration Statement, the Fund may not purchase
or sell commodities or commodity contracts unless acquired as a result
of ownership of securities or other instruments issued by persons that
purchase or sell commodities or commodities contracts; but this shall
not prevent the Fund from purchasing, selling and entering into
financial futures contracts (including futures contracts on indices of
securities, interest rates and currencies), options on financial
futures contracts (including futures contracts on indices of
securities, interest rates and currencies), warrants, swaps, forward
contracts, foreign currency spot and forward contracts or other
derivative instruments that are not related to physical commodities.\9\
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\9\ Pursuant to the terms of the Exemptive Application, the Fund
will not invest in options contracts, futures contracts or swap
agreements.
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The Fund, from time to time, in the ordinary course of business,
may purchase securities on a when-issued or delayed-delivery basis
(i.e., delivery and payment can take place between a month and 120 days
after the date of the transaction). The Fund may invest in U.S.
government securities and U.S. Treasury zero-coupon bonds.
As stated in the Registration Statement, the Fund may not, with
respect to 75% of its total assets, (i) purchase securities of any
issuer (except securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities) if, as a result, more than 5% of its
total assets would be invested in the securities of such issuer; or
(ii) acquire more than 10% of the outstanding voting securities of any
one issuer.\10\ In addition, the Fund may not purchase any securities
which would cause 25% or more of its total assets to be invested in the
securities of one or more issuers conducting their principal business
activities in the same industry or group of industries, provided that
this limitation does not apply to investments in securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities,
or shares of investment companies.
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\10\ This diversification standard is contained in Section
5(b)(1) of the 1940 Act.
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According to the Registration Statement, the Fund will seek to
qualify for treatment as a Regulated Investment Company (``RIC'') under
the Internal Revenue Code.\11\
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\11\ According to the Registration Statement, one of several
requirements for RIC qualification is that a Fund must receive at
least 90% of the Fund's gross income each year from dividends,
interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities or foreign
currencies, or other income derived with respect to the Fund's
investments in stock, securities, foreign currencies and net income
from an interest in a qualified publicly traded partnership (the
``90% Test''). A second requirement for qualification as a RIC is
that a Fund must diversify its holdings so that, at the end of each
fiscal quarter of the Fund's taxable year: (a) at least 50% of the
market value of the Fund's total assets is represented by cash and
cash items, U.S. Government securities, securities of other RICs,
and other securities, with these other securities limited, in
respect to any one issuer, to an amount not greater than 5% of the
value of the Fund's total assets or 10% of the outstanding voting
securities of such issuer; and (b) not more than 25% of the value of
its total assets are invested in the securities (other than U.S.
Government securities or securities of other RICs) of any one issuer
or two or more issuers which the Fund controls and which are engaged
in the same, similar, or related trades or businesses, or the
securities of one or more qualified publicly traded partnership (the
``Asset Test'').
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[[Page 37500]]
To respond to adverse market, economic, political or other
conditions, the Fund may invest 100% of its total assets, without
limitation, in high-quality short-term debt securities and money market
instruments. The Fund may be invested in these instruments for extended
periods, depending on the Sub-Advisor's assessment of market
conditions. These debt securities and money market instruments include
shares of other mutual funds, commercial paper, certificates of
deposit, bankers' acceptances, U.S. Government securities and
repurchase agreements.
Creations and redemptions of Shares occur in large specified blocks
of Shares, referred to as ``Creation Units''. According to the
Registration Statement, the shares of the Fund are ``created'' at their
net asset value (``NAV'') by market makers, large investors and
institutions only in block-size Creation Units of 25,000 shares or
more. A ``creator'' enters into an authorized participant agreement (a
``Participant Agreement'') with the Fund's distributor (the
``Distributor'') or a DTC participant that has executed a Participant
Agreement with the Distributor (an ``Authorized Participant''), and
deposits into the Fund a portfolio of securities closely approximating
the holdings of the Fund and a specified amount of cash, together
totaling the NAV of the Creation Unit(s), in exchange for 25,000 shares
of the Fund (or multiples thereof). Similarly, Shares can only be
redeemed in Creation Units, generally 25,000 shares or more,
principally in-kind for a portfolio of securities held by the Fund and
a specified amount of cash together totaling the NAV of the Creation
Unit(s). Shares are not redeemable from the Fund except when aggregated
in Creation Units. The prices at which creations and redemptions occur
are based on the next calculation of NAV after an order is received in
a form prescribed in the Participant Agreement.
According to the Registration Statement, the Trust reserves the
right to offer an ``all cash'' option for creations and redemptions of
Creation Units for the Fund. In addition, Creation Units may be issued
in advance of receipt of Deposit Securities subject to various
conditions, including a requirement to maintain a cash deposit with the
Trust at least equal to a specified percentage of the market value of
the missing Deposit Securities. In each instance, transaction fees may
be imposed that will be higher than the transaction fees associated
with traditional in-kind creations or redemptions. In all cases, such
fees will be limited in accordance with SEC requirements applicable to
management investment companies offering redeemable securities.
The Shares will conform to the initial and continued listing
criteria under NYSE Arca Equities Rule 8.600. The Exchange represents
that, for initial and/or continued listing, the Fund will be in
compliance with Rule 10A-3 \12\ under the Exchange Act, as provided by
NYSE Arca Equities Rule 5.3. A minimum of 100,000 Shares will be
outstanding at the commencement of trading on the Exchange. The
Exchange will obtain a representation from the issuer of the Shares
that the net asset value and the Disclosed Portfolio will be made
available to all market participants at the same time.
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\12\ 17 CFR 240.10A-3.
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Availability of Information
The Fund's Web site (http://www.advisorshares.com), which will be
publicly available prior to the public offering of Shares, will include
a form of the Prospectus for the Fund that may be downloaded. The
Fund's Web site will include additional quantitative information
updated on a daily basis, including, for the Fund, (1) daily trading
volume, the prior business day's reported closing price, NAV and mid-
point of the bid/ask spread at the time of calculation of such NAV (the
``Bid/Ask Price''),\13\ and a calculation of the premium and discount
of the Bid/Ask Price against the NAV, and (2) 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. On each business day,
before commencement of trading in Shares in the Core Trading Session on
the Exchange, the Fund will disclose on its Web site the Disclosed
Portfolio as defined in NYSE Arca Equities Rule 8.600(c)(2) that will
form the basis for the Fund's calculation of NAV at the end of the
business day.\14\
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\13\ The Bid/Ask Price of the Fund is determined using the
highest bid and the lowest offer on the Exchange as of the time of
calculation of the Fund's NAV. The records relating to Bid/Ask
Prices will be retained by the Fund and its service providers.
\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.
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On a daily basis, for each portfolio security of the Fund, the Fund
will disclose on its Web site the following information: Ticker symbol,
name of security, number of shares held in the portfolio, and
percentage weighting of the security in the portfolio. On a daily
basis, the Advisor will disclose for each portfolio security or other
financial instrument of the Fund the following information: Ticker
symbol (if applicable), name of security or financial instrument,
number of shares or dollar value of financial instruments held in the
portfolio, and percentage weighting of the security or financial
instrument in the portfolio. The Web site information will be publicly
available at no charge.
In addition, a basket composition file, which includes the security
names and share quantities required to be delivered in exchange for
Fund shares, together with estimates and actual cash components, will
be publicly disseminated daily prior to the opening of the New York
Stock Exchange (``NYSE'') via the National Securities Clearing
Corporation. The basket represents one Creation Unit of the Fund. The
NAV of the Fund will normally be determined as of the close of the
regular trading session on the NYSE (ordinarily 4 p.m. Eastern Time) on
each business day.
Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), the Fund's Shareholder Reports, and its Form N-
CSR and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder
Reports are available free upon request from the Trust, and those
documents and the Form N-CSR and Form N-SAR may be viewed on-screen or
downloaded from the Commission's Web site at http://www.sec.gov.
Information regarding market price and trading volume of the Shares is
and will be continually available on a real-time basis throughout the
day on brokers' computer screens and other electronic services.
Information regarding the previous day's closing price and trading
volume information will be published daily in the financial section of
newspapers. Quotation and last sale information for the Shares will be
available via the Consolidated Tape Association (``CTA'') high-speed
line. In addition, the Portfolio Indicative Value, as defined in NYSE
Arca Equities Rule 8.600 (c)(3), will be disseminated by one or more
major market data vendors at least every 15 seconds during the Core
Trading Session. The dissemination of the Portfolio Indicative Value,
together with the Disclosed Portfolio, will allow investors to
determine the value of the underlying portfolio of the Fund on a daily
basis and to provide a close estimate of that value throughout the
trading day.
Additional information regarding the Trust and the Shares,
including investment strategies, risks, creation and redemption
procedures, fees, portfolio
[[Page 37501]]
holdings disclosure policies, distributions and taxes is included in
the Registration Statement. All terms relating to the Fund that are
referred to, but not defined in, this proposed rule change are defined
in the Registration Statement.
Trading Halts
With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of the Fund.\15\ Trading in Shares of the Fund
will be halted if the circuit breaker parameters in NYSE Arca Equities
Rule 7.12 have been reached. Trading also may 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. Trading in
the Shares will be subject to NYSE Arca Equities Rule 8.600(d)(2)(D),
which sets forth circumstances under which Shares of the Fund may be
halted.
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\15\ See NYSE Arca Equities Rule 7.12, Commentary .04.
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Trading Rules
The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Shares will trade on
the NYSE Arca Marketplace from 4 a.m. to 8 p.m. Eastern Time in
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late
Trading Sessions). The Exchange has appropriate rules to facilitate
transactions in the Shares during all trading sessions.
Surveillance
The Exchange intends to utilize its existing surveillance
procedures applicable to derivative products (which include Managed
Fund Shares) to monitor trading in the Shares. The Exchange represents
that these 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.
The Exchange's current trading surveillance focuses on detecting
securities trading outside their normal patterns. When such situations
are detected, surveillance analysis follows and investigations are
opened, where appropriate, to review the behavior of all relevant
parties for all relevant trading violations.
The Exchange may obtain information via the Intermarket
Surveillance Group (``ISG'') from other exchanges that are members of
ISG.\16\
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\16\ For a list of the current members of ISG, see http://
www.isgportal.org. The Exchange notes that not all components of the
Disclosed Portfolio for the Fund may trade on markets that are
members of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement. See e-mail from
Timothy J. Malinowski, Senior Director, Exchange, to Michou H.M.
Nguyen, Special Counsel, Commission, dated June 21, 2010.
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In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Bulletin
Prior to the commencement of trading, the Exchange will inform its
Equity Trading Permit (``ETP'') Holders in an Information Bulletin
(``Bulletin'') of the special characteristics and risks associated with
trading the Shares. Specifically, the Bulletin will discuss the
following: (1) The procedures for purchases and redemptions of Shares
in Creation Unit aggregations (and that Shares are not individually
redeemable); (2) 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; (3) the risks
involved in trading the Shares during the Opening and Late Trading
Sessions when an updated Portfolio Indicative Value will not be
calculated or publicly disseminated; (4) how information regarding the
Portfolio Indicative Value is disseminated; (5) the requirement that
ETP Holders deliver a prospectus to investors purchasing newly issued
Shares prior to or concurrently with the confirmation of a transaction;
and (6) trading information.
In addition, the Bulletin will reference that the Fund is subject
to various fees and expenses described in the Registration Statement.
The Bulletin will discuss any exemptive, no-action, and interpretive
relief granted by the Commission from any rules under the Exchange Act.
The Bulletin will also disclose that the NAV for the Shares will be
calculated after 4 p.m. Eastern Time each trading day.
2. Statutory Basis
The basis under the Exchange Act for this proposed rule change is
the requirement under Section 6(b)(5) \17\ that an exchange have rules
that are designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of a free and open market
and, in general, to protect investors and the public interest. The
Exchange believes that the proposed rule change will facilitate the
listing and trading of additional types of actively-managed exchange-
traded products that will enhance competition among market
participants, to the benefit of investors and the marketplace.
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\17\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
The Exchange has requested accelerated approval of this proposed
rule change prior to the 30th day after the date of publication of
notice in the Federal Register. The Commission is considering granting
accelerated approval of the proposed rule change at the end of a 15-day
comment period.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
[[Page 37502]]
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an e-mail to [email protected]. Please include
File Number SR-NYSEArca-2010-57 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEArca-2010-57. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for Web site
viewing and printing in the Commission's Public Reference Room, 100 F
Street, NE., Washington, DC 20549, on official business days between
the hours of 10 a.m. and 3 p.m. Copies of the filing also will be
available for inspection and copying at the principal office of the
Exchange. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
NYSEArca-2010-57 and should be submitted on or before July 14, 2010.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-15749 Filed 6-28-10; 8:45 am]
BILLING CODE 8011-01-P