Federal Register / Vol. 80, No. 34 / Friday, February 20, 2015 / Notices 9291 

69See Exchange A&R By-laws, Article III, section 

3.2(a). 

70The term ‘‘Non-Industry Director’’ is defined in 

Article I, section 1.1, para. N of the Exchange A&R 

By-laws as ‘‘a member of the [NSX] Board who is 

(i) an Independent Director; or (ii) any other 

individual who would not be an Industry Director.’’ 

71The term ‘‘Independent Director’’ is defined in 

Article I, section 1.1, para. I of the Exchange A&R 

By-laws as ‘‘a member of the [NSX] Board that the 

[NSX] Board has determined to have no material 

relationship with the Exchange or any affiliate of 

the Exchange, or any ETP Holder or any affiliate of 

any such ETP Holder, other than as a member of 

the Board.’’ 

72The term ‘‘ETP Holder Director’’ is defined in 

Article I, section 1.1, para. E(2) of the Exchange 

A&R By-laws as ‘‘a director who is an ETP Holder 

or a director, officer, managing member or partner 

of an entity that is, or is an affiliate of, an ETP 

Holder.’’ 

73See Exchange A&R By-laws, Article III, section 

3.2(b). 

74See Exchange A&R By-laws, Article V, section 

5.2. 

75See Exchange A&R By-laws, Article V, section 

5.2. 

76See Notice, supra note 4, at 89. 

77See Notice, supra note 4, at 89. 

78See Notice, supra note 4, at 89. 

79See Notice, supra note 4, at 90. 

80See Notice, supra note 4, at 90. 

81See Notice, supra note 4, at 89. 

82See Notice, supra note 4, at 89–90. 

83For a more detailed description of the nonsubstantive conforming amendments, see Notice, 

supra note 4, at 90 and Exhibit 5D to SR–NSX– 

2014–017. 

84 15 U.S.C. 78s(b)(2). 

85 17 CFR 200.30–3(a)(12). 

governing body of the Exchange and 

possess all of the powers necessary for 

the management of its business and 

affairs and the execution of its 

responsibilities as an SRO. In particular, 

the Exchange A&R By-laws will 

continue to provide that the Exchange 

Board shall consist of no fewer than 

seven or more than 25 directors.69 In 

addition, the Exchange Board’s 

composition at all times shall include 

the Chief Executive Officer of the 

Exchange, at least 50% Non-Industry 

Directors 70 (at least one of whom shall 

be an Independent Director 71) and such 

number of ETP Holder Directors 72 as is 

necessary to comprise at least 20% of 

the Exchange Board.73

In connection with the Closing, the 

steps to transition the membership on 

the Exchange Board from the current 

directors to the post-Closing directors 

will conform to the requirements set 

forth in Article III, section 3.7 of the 

Exchange A&R By-laws. Furthermore, 

the Exchange A&R By-laws provides 

that any vacancy occurring in a 

committee shall be filled by the 

Chairman of the Board for the remainder 

of the term, with the approval of the 

Exchange Board.74 Each committee shall 

be comprised of at least three people 

and may include persons who are not 

members of the Board; provided, 

however, that such committee members 

who are not also members of the Board 

shall only participate in committee 

actions to the extent permitted by law.75

The Commission finds that these 

provisions are consistent with the Act, 

and that they are intended to assist the 

Exchange in fulfilling its self-regulatory 

obligations and in administering and 

complying with the requirements of the 

Act. 

4. Changes to the Exchange 

Organizational Documents 

In connection with the completion of 

the Transaction, the Exchange proposes 

certain amendments in the Exchange 

A&R Certificate and the Exchange A&R 

By-laws. In particular, the Exchange 

proposes to delete the language in 

Paragraph Fourth of the Exchange A&R 

Certificate that provides that the 

Exchange shall at all times be wholly 

owned by CBSX and replace that 

provision with one requiring that the 

Exchange at all times be wholly owned 

by NSX Holdings.76

In addition, with respect to the 

Exchange A&R By-laws, the Exchange 

proposes to replace all references to 

‘‘CBSX’’ with references to ‘‘NSX 

Holdings.’’ 77 Specifically, Article III, 

section 3.2(c) of the Exchange A&R Bylaws will be amended to eliminate any 

requirements relating to CBSX and will 

provide that no two or more directors of 

the Exchange may be partners, officers 

or directors of the same person or be 

affiliated with the same person (or 

affiliated with the same person), unless 

such affiliation is with a national 

securities exchange or NSX Holdings.78

In addition, the Exchange proposes to 

replace references to CBSX with 

references to NSX Holdings in section 

10.2 of the Exchange A&R By-laws. The 

provision would provide that no 

members of the Holdings Board who are 

not also members of the Exchange 

Board, or any officers, staff, counsel or 

advisors of NSX Holdings who are not 

also officers, staff, counsel or advisors of 

the Exchange (or any committees of the 

Exchange), shall be allowed to 

participate in any meetings of the 

Exchange Board or any Exchange 

committee pertaining to the selfregulatory function of the Exchange, 

including disciplinary matters.79 The 

Exchange states that these amendments 

are intended to prevent any undue 

influence or any perception of undue 

influence over the Exchange’s selfregulatory functions by NSX Holdings.80

In addition, the Exchange proposes to 

delete section 10.1(b) in the Exchange 

A&R By-laws, which requires that for so 

long as CBSX controls the Exchange, the 

Exchange shall promptly inform the 

CBSX board of directors, in writing, in 

the event that the Exchange has, or 

experiences, a deficiency related to its 

ability to carry out its obligations as a 

national securities exchange under the 

Act, including if the Exchange does not 

have or is not appropriately allocating 

such financial, technological, technical 

and personnel resources as may be 

necessary or appropriate for the 

Exchange to meet its obligations under 

the Act.81 According to the Exchange, 

upon the completion of the Transaction, 

such requirements will no longer apply 

because CBSX will have no ownership 

interest in the Exchange.82

Finally, the Exchange is proposing 

certain clarifying amendments, and 

other non-substantive conforming 

amendments to the Exchange A&R Bylaws that are consistent with the 

changes described above.83

The Commission believes that the 

proposed changes to the organizational 

documents of the Exchange are 

consistent with the Act, and that they 

are intended to align the Exchange’s 

governance and organizational structure 

with the proposed ownership by NSX 

Holdings. 

III. Conclusion 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to a national 

securities exchange. 

It is therefore ordered, pursuant to 

section 19(b)(2) of the Act 84 that the 

proposed rule change (SR–NSX–2014– 

017), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.85

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–03515 Filed 2–19–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74272; File No. SR–Phlx– 

2015–15] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Remote Streaming Quote Traders 

February 13, 2015. 

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

Securities Exchange Act of 1934 (the 


TKELLEY on DSK3SPTVN1PROD with NOTICES
9292 Federal Register / Vol. 80, No. 34 / Friday, February 20, 2015 / Notices 

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

2 17 CFR 240.19b–4. 

3An SQT is an ROT who has received permission 

from the Exchange to generate and submit option 

quotations electronically in eligible options to 

which such SQT is assigned. An SQT may only 

submit such quotations while such SQT is 

physically present on the floor of the Exchange. See 

Rule 1014(b)(ii)(A). 

4An RSQT is an ROT that is a member or member 

organization with no physical trading floor 

presence who has received permission from the 

Exchange to generate and submit option quotations 

electronically in eligible options to which such 

RSQT has been assigned. An RSQT may only 

submit such quotations electronically from off the 

floor of the Exchange. See Rule 1014(b)(ii)(B). 

5A DSQT is an SQT and a DRSQT is an RSQT 

that receives a Directed Order. Exchange Rule 

1080(l)(i)(A) defines Directed Order as any 

customer order (other than a stop or stop-limit order 

as defined in Rule 1066) to buy or sell which has 

been directed to a particular specialist, RSQT, or 

SQT by an Order Flow Provider and delivered to 

the Exchange via its electronic quoting, execution 

and trading system. 

6See, e.g., Supplementary Material .01 to Rule 

506 (specialist may not apply for a new allocation 

for a period of six months after an option allocation 

was taken away from the specialist in a disciplinary 

proceeding or an involuntary reallocation 

proceeding). Specifically, Rule 507 discusses the 

process of applying for approval as an RSQT or SQT 

on the Exchange and assignment of options to them. 

Under Rule 507, RSQTOs are Exchange member 

organizations while SQTs and RSQTs are Exchange 

members. Any member organization of the 

Exchange in good standing that satisfies the RSQTO 

readiness requirements will be approved as an 

RSQTO. RSQTOs may also be referred to as Remote 

Market Maker Organizations (‘‘RMOs’’) and RSQTs 

may also be referred to as Remote Market Markers 

(‘‘RMMs’’). Rule 507(a). No limit is placed on the 

number of member organizations that may become 

RSQTOs. Moreover, as many as three RSQT 

applicants affiliated with an RSQTO may be 

approved as an RSQT, to the extent that each such 

RSQT applicant is qualified as an ROT in good 

standing, and satisfies the five readiness 

requirements that are set out in Rule 507. There is 

no limit on the number of qualifying ROTs that may 

be approved as RSQTs, as long as the applicants are 

qualified as ROTs in good standing and satisfy the 

readiness requirements. No limit is placed on the 

number of member organizations that may become 

RSQTOs. Moreover, as many as three RSQT 

applicants affiliated with an RSQTO may be 

approved as an RSQT, to the extent that each such 

RSQT applicant is qualified as an ROT in good 

standing, and satisfies the five readiness 

requirements that are set out in Rule 507. There is 

no limit on the number of qualifying ROTs that may 

be approved as RSQTs, as long as the applicants are 

qualified as ROTs in good standing and satisfy the 

readiness requirements. 

7More than one RSQT may submit a quote in an 

assigned option, to the extent that each RSQT 

applies for and is approved as an RSQT affiliated 

with an RSQTO pursuant to Rule 507. See Rule 

1014 (b)(ii)(B). 

8See Rule 510. 

9See Securities and Exchange [sic] Release No. 

68689 (January 25 [sic], 2013), 78 FR 5518 (January 

18 [sic], 2013) (SR–Phlx–2013–03). 

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

notice is hereby given that on February 

9, 2015, NASDAQ OMX PHLX LLC 

(‘‘Phlx’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

The Exchange proposes to amend 

Phlx Rule 507, entitled ‘‘Application for 

Approval as an SQT or RSQT or RSQTO 

and Assignment in Options’’ to increase 

the number of Remote Streaming Quote 

Traders (‘‘RSQTs’’) that may be 

affiliated with a Remote Streaming 

Quote Trader Organization (‘‘RSQTOs’’). 

The text of the proposed rule 

change is available on the Exchange’s 

Web site at http://

nasdaqomxphlx.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 the proposed rule 

change is to amend Phlx Rule 507, 

entitled ‘‘Application for Approval as an 

SQT or RSQT or RSQTO and 

Assignment in Options,’’ to increase the 

number of RSQTs that may be affiliated 

with RSQTOs. RSQTs are one of several 

types of Registered Options Traders 

(‘‘ROTs’’) on the Exchange. ROTs are 

market makers that include Streaming 

Quote Traders (‘‘SQTs’’),3 RSQTs,4

Directed Streaming Quote Traders 

(‘‘DSQTs’’), and Directed Remote 

Streaming Quote Traders (‘‘DRSQTs’’).5

Rule 507 is one of the numerous rules 

administered by the Exchange that deal 

with allocation and assignment of 

securities. These Rules generally 

describe the process for: Applying for an 

appointment as a specialist; allocating 

classes of options to specialist units and 

individual specialists; applying for an 

appointment as an SQT or RQT; as well 

as continuing performance obligations. 

The Rules also indicate, among other 

things, under what circumstances new 

allocations are made to specialists and 

assignments are determined for SQTs.6

The process for applying to be an 

RSQTO and applying for an assignment 

in options as an RQST or SQT is set 

forth in Rule 507. All new applicants for 

trading privileges will continue to be 

subject to the process for assignment 

described in Rule 507. The Exchange 

considers all applicants for assignment 

in options using the objective criteria set 

forth in Exchange Rule 507(b). The 

objective criteria are used by the 

Exchange in determining the most 

beneficial assignment of options for the 

Exchange and the public. Approved 

RSQTs have certain electronic quoting 

obligations via the Exchange’s electronic 

quoting and trading system, as well as 

restrictions, pertaining to the current 

market makers on the Exchange.7 SQTs 

and RSQTs are subject to performance 

evaluations to determine whether they 

have fulfilled performance standards 

relating to, among other things, quality 

of markets, efficient quote submission to 

the Exchange (including quotes 

submitted through a third party vendor), 

competition among market makers, 

observance of ethical standards, and 

administrative factors.8

The Exchange is not proposing to 

amend the process or procedure for 

applying to act as a market maker on the 

Exchange nor the obligations or 

performance evaluations that are 

conducted once appointed. The 

Exchange proposes to amend Rule 

507(a) to increase the number of RSQTs 

that may be affiliated with an RSQTO 

from three to five RSTQs. The Exchange 

initially selected three RSQTs when the 

concept of an RSQTO was adopted 

because the Exchange believed that up 

to three RSQTs for each RSQTO 

organization would strike a proper 

balance with respect to the anticipated 

increase to support quoting and trading 

options in light of competition. The 

RSQTO concept was initially adopted in 

2013.9 At this time, the Exchange 

believes the number of RSQTs affiliated 

with an RSQTO can be increased to 

allow up to five RSQTs to be affiliated 

with an RSQTO, without a significant 

impact on message traffic, while 

allowing increased competition. The 

Exchange has allowed up to three 

RSQTs in the interim two years and at 

this time believes it has the adequate 


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Federal Register / Vol. 80, No. 34 / Friday, February 20, 2015 / Notices 9293 

10See Commentaries .01 to .05 to Rule 507. 11The Chicago Board Options Exchange 

Incorporated (‘‘CBOE’’) imposes an upper limit on 

the aggregate number of Trading Permit Holders 

that may quote electronically in each product 

during each trading session (‘‘Class Quoting Limit’’ 

or ‘‘CQL’’). The DPM or LMM(s) assigned to the 

product and Market-Makers who hold an 

appointment in the product are entitled to quote 

electronically in those products for as long as they 

maintain an appointment in those products. All 

other Market-Makers that request the ability to 

submit quotes electronically in the subject product 

will be entitled to quote electronically in that 

product in the order in which they so request 

provided the number of Trading Permit Holders 

quoting electronically in the product does not 

exceed the CQL. When the number of Trading 

Permit Holders in the product quoting 

electronically equals the CQL, all other Trading 

Permit Holders requesting the ability to quote 

electronically in that product will be wait-listed in 

the order in which they submitted the request. The 

CQL for products trading on the Hybrid Trading 

System is fifty (50). See CBOE Rule 8.3A. 

12 15 U.S.C. 78f(b). 

13 15 U.S.C. 78f(b)(5). 

14 15 U.S.C. 78s(b)(3)(a)(ii). 

15 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

capacity to propose the increased 

number of RSQTs to quote. The 

Exchange will continue to monitor the 

number of permitted RSQTs in relation 

to its capacity. The Exchange notes that 

the Maximum Number of Quoters 

(‘‘MNQs’’) refers to the maximum 

number of participants that may be 

assigned in a particular equity option at 

any one time. The MNQ level for 

options trading on the Exchange is 30 

for all equity options listed for trading 

on the Exchange.10 This rule change 

will not impact the MNQ. Other options 

exchanges similarly impose higher 

limits on the number of total members 

that may quote electronically.11 The 

Exchange represents that it has the 

system capacity to continue to support 

quoting and trading options subsequent 

to the effectiveness of this proposal. The 

Exchange represents that it has an 

adequate surveillance program in place 

for options that are quoted and traded 

on the Exchange and intends to 

continue application of those program 

procedures as necessary. Additionally, 

the Exchange is a member of the 

Intermarket Surveillance Group (‘‘ISG’’) 

under the Intermarket Surveillance 

Group Agreement, dated June 20, 1994. 

ISG members coordinate surveillance 

and investigative information sharing 

for equity and options markets. 

Moreover, futures exchanges are 

affiliated members of the ISG, which 

allows for the sharing of surveillance 

information for potential intermarket 

trading abuses. 

The Exchange believes that the 

proposed rule change increasing the 

number of RSQTs that may be affiliated 

with RSQTOs will encourage 

competition, create additional trading 

opportunities and outlets and increase 

the depth of markets. 

The Exchange is also proposing to 

delete rule text in Rule 507 related to 

RSQTO conversions. The rule text was 

originally adopted to provide guidance 

as to the initial manner and timeframe 

within which members were required to 

notify the Exchange of the names of the 

affiliated RSQTs. This language is no 

longer necessary and the Exchange 

proposes to delete the rule text. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with section 6(b) 

of the Act 12 in general, and furthers the 

objectives of section 6(b)(5) of the Act 13

in particular, in that it is designed to 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general to protect 

investors and the public interest, by 

enabling a greater number of RSQTs to 

be affiliated with an RSQTO. 

The Exchange believes that this 

proposal does not engender unfair 

discrimination among specialists, 

specialist units, SQTs and RSQTs. This 

proposal to amend Rule 507 will be 

equally applicable to all members and 

member organizations at the Exchange. 

Increasing the number of RSQTs 

associated with an RSQTO is procompetitive, because it adds depth and 

liquidity to the Exchange’s markets by 

permitting additional participants to 

compete on the Exchange. 

The Exchange believes that deleting 

the language concerning the RSQTO 

conversion period, which was initially 

implemented to provide a timeframe to 

permit member organizations to provide 

notification to the Exchange of up to 

three affiliated RSQTs, will clarify the 

Rule text by removing this language 

which is no longer necessary and is 

outdated. 

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. To the 

contrary, the proposal further promotes 

intra-market competition on the 

Exchange which should lead to tighter, 

more efficient markets to the benefit of 

market participants including public 

investors that engage in trading and 

hedging on the Exchange, and thereby 

make the Exchange a desirable market 

as compared to other options exchanges 

and therefore promoted inter-market 

competition. 

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 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to section 

19(b)(3)(A)(ii) [sic] of the Act 14 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.15

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: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

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 rule-comments@

sec.gov. Please include File Number SR– 

Phlx–2015–15 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–Phlx–2015–15. This file 


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16 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Amendment No. 1 replaces SR–NYSEArca– 

2015–004 and supersedes such filing in its entirety. 

5A 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. 

6The Trust is registered under the 1940 Act. On 

October 9, 2014 and on December 19, 2014, the 

Trust filed with the Commission amendments to its 

registration statement on Form N–1A under the 

Securities Act of 1933 (15 U.S.C. 77a) (‘‘Securities 

Act’’) and under the 1940 Act relating to the Fund 

(File Nos. 333–146827 and 811–22135) 

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

operation of the Trust and the Fund herein is based, 

in part, on the Registration Statement. In addition, 

the Commission has issued an order granting 

certain exemptive relief to the Trust under the 1940 

Act. See Investment Company Act Release No. 

31248 (September 9, 2014) (File No. 812–14308) 

(‘‘Exemptive Order’’). 

7The Commission has approved listing and 

trading on the Exchange of a number of actively 

managed funds under Rule 8.600. See, e.g., 

Securities Exchange Act Release Nos. 63076 

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

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

Exchange listing and trading of Cambria Global 

Tactical ETF); 63802 (January 31, 2011), 76 FR 6503 

(February 4, 2011) (SR–NYSEArca–2010–118) 

(order approving Exchange listing and trading of the 

SiM Dynamic Allocation Diversified Income ETF 

and SiM Dynamic Allocation Growth Income ETF); 

and 65468 (October 3, 2011), 76 FR 62873 (October 

11, 2011) (SR–NYSEArca–2011–51) (order 

approving Exchange listing and trading of TrimTabs 

Float Shrink ETF). 

8An investment adviser to an open-end fund is 

required to be registered under the Investment 

Advisers Act of 1940 (the ‘‘Advisers Act’’). As a 

result, the Adviser and Sub-Adviser and their 

related personnel are subject to the provisions of 

Rule 204A–1 under the Advisers Act relating to 

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 

10:00 a.m. and 3:00 p.m. Copies of such 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–Phlx– 

2015–15, and should be submitted on or 

before March 13, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–03517 Filed 2–19–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74278; File No. SR– 

NYSEArca–2015–04] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change, as Modified by 

Amendment No. 1, Relating to the 

Listing and Trading of Shares of the 

Innovator IBD® 50 Fund Under NYSE 

Arca Equities Rule 8.600 

February 13, 2015. 

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 January 

30, 2015, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. On February 12, 2015, the 

Exchange filed Amendment No. 1 to the 

proposal.4 The Commission is 

publishing this notice, as modified by 

Amendment No. 1, 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 shares of the following under 

NYSE Arca Equities Rule 8.600 

(‘‘Managed Fund Shares’’): Innovator 

IBD® 50 Fund. The text of the proposed 

rule change is available on the 

Exchange’s Web site at www.nyse.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 

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: 5 Innovator IBD®

50 Fund (‘‘Fund’’). The Shares will be 

offered by Academy Funds Trust (the 

‘‘Trust’’),6 an open-end management 

investment company.7 The investment 

adviser to the Fund will be Innovator 

Management LLC (the ‘‘Adviser’’). 

Penserra Capital Management LLC will 

be the Fund’s sub-adviser (‘‘SubAdviser’’). Quasar Distributors, LLC (the 

‘‘Distributor’’) will be the principal 

underwriter and distributor of the 

Fund’s Shares. U.S. Bank, N.A. (the 

‘‘Administrator’’ or ‘‘Custodian’’) will 

serve as the administrator, custodian 

and transfer agent for the Fund. 

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 nonpublic information 

regarding the open-end fund’s 

portfolio.8 Commentary .06 to Rule 


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