25216 Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 

5 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 65180 

(August 22, 2011), 76 FR 53521 (August 26, 2011) 

(SR–NASDAQ–2011–111). 

4See Chapter XV, Options Pricing, Section 3(b) of 

the Options Rules portion of the NASDAQ 

Rulebook. 

5See NASDAQ OMX PHLX LLC Pricing 

Schedule, Section VII B (Port Fees). 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

CME has not solicited and does not 

intend to solicit comments regarding 

this proposed rule change. CME has not 

received any unsolicited written 

comments from interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change was filed 

pursuant to Section 19(b)(3)(A) of the 

Act and paragraph (f)(1) of Rule 19b–4 

thereunder and therefore became 

effective on filing. At any time within 

sixty days of the filing of such rule 

change, the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

• Electronic comments may be 

submitted by using the Commission’s 

Internet comment form (http:// 

www.sec.gov/rules/sro.shtml), or send 

an email to rule-comments@sec.gov. 

Please include File No. SR–CME–2012– 

12 on the subject line. 

• Paper comments should be sent 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–CME–2012–12. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet 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 such filing 

also will be available for inspection and 

copying at the principal office of CME 

and on CME’s Web site at http:// 

www.cmegroup.com/market-regulation/ 

files/SEC_19b-4_12-12.pdf. 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–CME–2012–12 and should 

be submitted on or before May 18, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.5

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–10159 Filed 4–26–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66848; File No. SR– 

NASDAQ–2012–052] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

SQF and BONO Port Fees and Account 

Fees 

April 23, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on April 18, 

2012, The NASDAQ Stock Market LLC 

(‘‘NASDAQ’’ or ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by NASDAQ. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify 

Chapter XV, Options Pricing, Section 3, 

as well as to add an account fee 

(‘‘Account Fee’’) via Section 9, of the 

Options Rules portion of the NASDAQ 

Rulebook governing pricing for 

NASDAQ members using The NASDAQ 

Options Market (‘‘NOM’’), NASDAQ’s 

facility for executing and routing 

standardized equity and index options. 

While fee changes pursuant to this 

proposal are effective upon filing, the 

Exchange has designated these changes 

to be operative on May 1, 2012. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http:// 

www.nasdaq.cchwallstreet.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

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 purpose of this filing is to recoup 

some of the costs associated with SQF 

and BONO ports, as well as to assess a 

new fee to recoup some of the monthly 

billing and processing costs associated 

with participant accounts. 

With respect to the proposed SQF 

port fee (‘‘SQF Port Fee’’), initially for 

which there was no charge,3 the 

Exchange believes that it is now 

reasonable to assess the proposed fee 

because the Exchange is no longer 

seeking to specifically incentivize 

market makers to connect to NOM 2.0. 

Additionally, the proposed SQF Port 

Fee is less than the range of port fees 

that are assessed today by NOM,4 as 

well as within the range of Port Fees 

currently charged by NASDAQ OMX 

PHLX LLC (‘‘PHLX’’).5

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Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 25217 

6BONO is an option feed designed to provide the 

NASDAQ Best Bid and Offer and last sale 

information directly to NOM participant firms. 

7 ITTO is designed to provide full quote and order 

depth using the standard ITCH format. ITTO uses 

a series of messages to track the life of a quote or 

order through the NOM. ITTO supports NOM last 

sale data as well as Net Order Imbalance data for 

the opening auction. 

8See PHLX Pricing Schedule, Section VI A 

(Membership Fees). 

9The proposed rule change does not limit the 

number of accounts a member organization may 

request. 

10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(4). 

12Supra note 4. 

13 15 U.S.C. 78s(b)(3)(A)(ii). 

14 17 CFR 240.19b–4(f)(2). 

With respect to the BONO 6 port fee 

(‘‘BONO Port Fee’’), initially for which 

there was no charge, this port fee is 

priced identically to the fee currently 

being charged for the NASDAQ ITCH to 

Trade Options (‘‘ITTO’’) 7 port, which is 

the other market data port. The increase 

will assist the Exchange in recouping 

costs associated with maintaining the 

BONO port. 

The Exchange also proposes to assess 

a monthly $50 Account Fee for each 

member account, which would allow 

the Exchange to recoup costs associated 

with monthly billing and processing. 

The Account Fee would cover any 

month, or any part of a month, during 

which an account is maintained by a 

member. The proposed rule change 

would also encourage members to 

discontinue holding trading accounts, 

which the Exchange believes should, in 

turn, eliminate the need to expend 

resources to create additional account 

fields. As a result, the staff time 

allocated to maintaining account 

records would be reduced, which would 

allow for a more efficient use of staff 

resources. The proposed Account Fee is 

substantially similar to the monthly 

account fee that the PHLX currently 

charges.8

Members currently have the option to 

request an unlimited number of trading 

accounts through the Exchange’s 

Membership Department. In many 

instances, multiple accounts are 

assigned at the member’s request to 

allow them to track their own activity 

using the Exchange’s account numbers.9

Often, however, accounts are not 

released back to the Exchange when 

they are no longer required by the 

member or when a member may have 

requested more accounts than needed. 

This practice limits the number of 

available accounts and adds to 

increased staff time to maintain accurate 

records of active accounts and the 

retiring of inactive accounts. 

While fee changes pursuant to this 

proposal are effective upon filing, the 

Exchange has designated these changes 

to be operative on May 1, 2012. 

2. Statutory Basis 

NASDAQ believes that its proposal to 

amend its schedule of fees is consistent 

with Section 6(b) of the Act 10 in 

general, and furthers the objectives of 

Section 6(b)(4) of the Act 11 in 

particular, in that it is an equitable 

allocation of reasonable fees and other 

charges among Exchange members and 

other persons using any facility or 

system which NASDAQ operates or 

controls. 

The Exchange believes that the new 

SQF and BONO Port Fees (collectively, 

the ‘‘Port Fees’’) are reasonable because 

each will assist in recouping costs 

incurred by the Exchange for 

connectivity to NOM. Additionally, the 

proposed SQF Port Fee is reasonable 

because the fee is lower than the range 

of port fees that are assessed today by 

NOM, as well as within the range of port 

fees currently charged by PHLX.12 The 

BONO Port Fee is reasonable because it 

is the same as the fee currently being 

charged for ITTO, which is the other 

market data port. The Exchange believes 

that the Port Fees, for which the 

Exchange will assess NOM participants 

as of May 1, 2012, are equitable and not 

unfairly discriminatory because they are 

uniformly applied to all NOM 

participants that utilize these ports. 

The Exchange also believes that the 

Account Fee is reasonable because it 

seeks to recoup costs incurred by the 

Exchange. Further, the Exchange is 

seeking to incentivize members to 

discontinue such inactive trading 

accounts. The Exchange also believes 

that the proposed Account Fee is 

equitable and not unfairly 

discriminatory because it would be 

uniformly applied to all members. 

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 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 either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act 13 and 

paragraph (f)(2) of Rule 19b–4 14

thereunder. At any time within 60 days 

of the filing of the proposed rule change, 

the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rulecomments@sec.gov. Please include File 

Number SR–NASDAQ–2012–052 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–NASDAQ–2012–052. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet 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 

mstockstill on DSK4VPTVN1PROD with NOTICES

25218 Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 

15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C.78s(b)(1). 

2 17 CFR 240.19b–4. 

3A Managed Fund Share is a security that 

represents an interest in an investment company 

registered under the Investment Company Act of 

1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as 

an open-end investment company or similar entity 

that invests in a portfolio of securities selected by 

its investment adviser consistent with its 

investment objectives and policies. In contrast, an 

open-end investment company that issues 

Investment Company Units, listed and traded on 

the Exchange under NYSE Arca 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. 

4The Commission has approved listing and 

trading on the Exchange of a number of actively 

managed funds under NYSE Arca Equities 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); 65468 

(October 3, 2011), 76 FR 62873 (October 11, 2011) 

(SR–NYSEArca–2011–51) (order approving listing 

and trading of TrimTabs Float Shrink ETF); 63076 

(October 12, 2010), 75 FR 63874 (October 18, 2010) 

(SR–NYSEArca–2010–79) (order approving listing 

of Cambria Global Tactical ETF). 

5The Trust is registered under the 1940 Act. On 

April 6, 2012, the Trust filed with the Commission 

an amendment to the Trust’s Registration Statement 

on Form N–1A under the Securities Act of 1933 (15 

U.S.C. 77a) and under the 1940 Act relating to the 

Funds (File Nos. 333–170750 and 811–22497) 

(‘‘Registration Statement’’). The description of the 

operation of the Trust and the Funds herein is 

based, in part, on the Registration Statement. As of 

the date of this filing, the Trust has also filed an 

Amended and Restated 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. 812–13785), dated April 3, 

2012 (‘‘Exemptive Application’’). See Investment 

Company Act Release No. 30032 (April 10, 2012). 

The Shares will not be listed on the Exchange until 

an order (‘‘Exemptive Order’’) under the 1940 Act 

has been issued by the Commission with respect to 

the Exemptive Application. Investments made by 

the Funds will comply with the conditions set forth 

in the Exemptive Order. 

6An investment adviser to an open-end fund is 

required to be registered under the Investment 

Advisers Act of 1940 (‘‘Advisers Act’’). As a result, 

the Adviser and its related personnel are subject to 

the provisions of Rule 204A–1 under the Advisers 

Act relating to codes of ethics. This Rule requires 

investment advisers to adopt a code of ethics that 

reflects the fiduciary nature of the relationship to 

clients as well as compliance with other applicable 

securities laws. Accordingly, procedures designed 

to prevent the communication and misuse of nonpublic information by an investment adviser must 

be consistent with Rule 204A–1 under the Advisers 

Act. In addition, Rule 206(4)–7 under the Advisers 

Act makes it unlawful for an investment adviser to 

provide investment advice to clients unless such 

investment adviser has (i) adopted and 

implemented written policies and procedures 

reasonably designed to prevent violation, by the 

investment adviser and its supervised persons, of 

the Advisers Act and the Commission rules adopted 

thereunder; (ii) implemented, at a minimum, an 

annual review regarding the adequacy of the 

policies and procedures established pursuant to 

subparagraph (i) above and the effectiveness of their 

implementation; and (iii) designated an individual 

(who is a supervised person) responsible for 

administering the policies and procedures adopted 

under subparagraph (i) above. 

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– 

NASDAQ–2012–052 and should be 

submitted on or before May 18, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–10160 Filed 4–26–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66846; File No. SR– 

NYSEArca–2012–34] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade the 

Huntington US Equity Rotation 

Strategy ETF and Huntington 

EcoLogical Strategy ETF Under NYSE 

Arca Equities Rule 8.600 

April 23, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’ or ‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 notice is hereby 

given that, on April 12, 2012, NYSE 

Arca, Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been substantially prepared by the 

Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade the following under NYSE Arca 

Equities Rule 8.600 (‘‘Managed Fund 

Shares’’): Huntington US Equity 

Rotation Strategy ETF and Huntington 

EcoLogical Strategy ETF. The text of the 

proposed rule change is available at the 

Exchange, www.nyse.com, and 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 shares (‘‘Shares’’) of the following 

under NYSE Arca Equities Rule 8.600, 

which governs the listing and trading of 

Managed Fund Shares: 3 Huntington US 

Equity Rotation Strategy ETF and 

Huntington EcoLogical Strategy ETF 

(each, a ‘‘Fund’’ and collectively, 

‘‘Funds’’).4 The Funds will be actively 

managed exchange-traded funds 

(‘‘ETFs’’). The Shares of each Fund will 

be offered by Huntington Strategy 

Shares (‘‘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.5

Huntington Asset Advisors, Inc. 

(‘‘Adviser’’) is the investment adviser of 

each Fund and manages the investment 

portfolios of the Funds. SEI Investments 

Distribution Co. (‘‘Distributor’’) is the 

principal underwriter and distributor of 

the Funds’ Shares. Citibank, N.A. is the 

custodian (‘‘Custodian’’) for the Funds. 

Commentary .06 to Rule 8.600 

provides that, if the investment adviser 

to the investment company issuing 

Managed Fund Shares is affiliated with 

a broker-dealer, such investment adviser 

shall erect a ‘‘fire wall’’ between the 

investment adviser and the brokerdealer with respect to access to 

information concerning the composition 

and/or changes to such investment 

company portfolio. In addition, 

Commentary .06 further requires that 

personnel who make decisions on the 

open-end fund’s portfolio composition 

must be subject to procedures designed 

to prevent the use and dissemination of 

material non-public information 

regarding the open-end fund’s 

portfolio.6 Commentary .06 to Rule 

8.600 is similar to Commentary .03(a)(i) 

and (iii) to NYSE Arca Equities Rule 

5.2(j)(3); however, Commentary .06 in 

mstockstill on DSK4VPTVN1PROD with NOTICES