11502 Federal Register / Vol. 80, No. 41 / Tuesday, March 3, 2015 / Notices 

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

2 17 CFR 240.19b–4. 

line 8b that would require large 

multiemployer plans (500 or more total 

participants as of the valuation date) to 

provide in an attachment a projection of 

expected benefit payments to be paid for 

the entire plan (not including expected 

expenses) for each of the next ten plan 

years starting with the plan year to 

which the filing relates. For this 

purpose plans would assume no 

additional accruals, experience (e.g., 

termination, mortality, and retirement) 

is consistent with the plan’s valuation 

assumptions, and no new entrants 

would be covered by the plan. 

PBGC is modifying the Schedule SB 

instructions to simplify the alternative 

age/service scatters that cash balance 

plans with 1,000 or more active 

participants have an option to report on 

an attachment to line 26. 

On December 16, 2014, the 

Multiemployer Pension Reform Act of 

2014, Division O of the Consolidated 

and Further Continuing Appropriations 

Act, 2015, Public Law 113–235 (MPRA) 

was signed into law. As a result of the 

statutory changes, PBGC is modifying 

the Schedule MB and instructions to 

extend the reporting requirements in 

line 4 for multiemployer plans in 

critical status to plans in critical and 

declining status, and to require that 

additional information be reported by 

plans that have been partitioned or had 

benefits suspended. Specifically, plan 

administrators of multiemployer plans 

in critical and declining status would be 

required to provide the following 

information: 

• Enter in line 4b a new code for 

critical and declining status and attach 

a copy of the actuarial certification of 

such status and also attach an 

illustration showing the details 

(including year-by-year cash flow 

projections demonstrating the solvency 

of the plan over the relevant period) 

providing support for the actuarial 

certification. 

• Report in line 4d whether any plan 

benefits have been reduced and if so, 

enter the reduction in liability resulting 

from the reduction in benefits in line 4e. 

For a plan that has been partitioned or 

had benefits suspended, a full 

description of the transaction must be 

attached. 

• Provide information in line 4f about 

the plan year in which the plan is 

projected to emerge from critical and 

declining status or, if the rehabilitation 

plan is based on forestalling possible 

insolvency, the plan year in which 

insolvency is expected. 

The collection of information has 

been approved by OMB under control 

number 1212–0057 through June 30, 

2017. PBGC is requesting that OMB 

extend its approval for another three 

years, with modifications. An agency 

may not conduct or sponsor, and a 

person is not required to respond to, a 

collection of information unless it 

displays a currently valid OMB control 

number. 

PBGC estimates that it will receive 

approximately 24,000 Form 5500 and 

Form 5500–SF filings per year under 

this collection of information. PBGC 

further estimates that the total annual 

burden of this collection of information 

will be 1,200 hours and $1,407,000. 

PBGC is soliciting public comments 

to— 

• Evaluate whether the proposed 

collection of information is necessary 

for the proper performance of the 

functions of the agency, including 

whether the information will have 

practical utility; 

• Evaluate the accuracy of the 

agency’s estimate of the burden of the 

proposed collection of information, 

including the validity of the 

methodologies and assumptions used; 

• Enhance the quality, utility, and 

clarity of the information to be 

collected; and 

• Minimize the burden of the 

collection of information on those who 

are to respond, including through the 

use of appropriate automated, 

electronic, mechanical, or other 

technological collection techniques or 

other forms of information technology, 

e.g., permitting electronic submission of 

responses. 

Issued in Washington, DC, this 25th day of 

February 2015. 

Judith Starr, 

General Counsel, Pension Benefit Guaranty 

Corporation. 

[FR Doc. 2015–04397 Filed 3–2–15; 8:45 am] 

BILLING CODE 7709–02–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold a Closed Meeting 

on Thursday, March 5, 2015 at 2 p.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or her designee, has 

certified that, in her opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) 

and 17 CFR 200.402(a)(3), (5), (7), 9(ii) 

and (10), permit consideration of the 

scheduled matter at the Closed Meeting. 

Commissioner Aguilar, as duty 

officer, voted to consider the items 

listed for the Closed Meeting in closed 

session, and determined that no earlier 

notice thereof was possible. 

The subject matter of the Closed 

Meeting will be: Institution and 

settlement of injunctive actions; 

Institution and settlement of 

administrative proceedings; 

Consideration of amicus participation; 

and Other matters relating to 

enforcement proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact the Office of the Secretary at 

(202) 551–5400. 

Dated: February 26, 2015. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–04432 Filed 2–27–15; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74377; File No. SR– 

NASDAQ–2015–013] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Proposed Rule Change 

Relating to the Listing and Trading of 

the Shares of the AlphaMark Actively 

Managed Small Cap ETF of ETF Series 

Solutions 

February 25, 2015. 

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 February 

17, 2015, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II 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 the Substance 

of the Proposed Rule Change 

Nasdaq proposes to list and trade the 

shares of the AlphaMark Actively 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 80, No. 41 / Tuesday, March 3, 2015 / Notices 11503 

3The Commission approved Nasdaq Rule 5735 in 

Securities Exchange Act Release No. 57962 (June 

13, 2008), 73 FR 35175 (June 20, 2008) (SR– 

NASDAQ–2008–039). There are already multiple 

actively-managed funds listed on the Exchange; see 

e.g., Securities Exchange Act Release No. 72411 

(June 17, 2014), 79 FR 35598 (June 23, 2014) (SR– 

NASDAQ–2014–40) (order approving listing and 

trading of Calamos Focus Growth ETF). The 

Exchange believes the proposed rule change raises 

no significant issues not previously addressed in 

those prior Commission orders. 

4A Managed Fund Share is a security that 

represents an interest in an investment company 

registered under the Investment Company Act of 

1940, as amended (15 U.S.C. 80a–1) (the ‘‘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 Index Fund Shares, listed and 

traded on the Exchange under Nasdaq Rule 5705, 

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. 

5The Trust has obtained, or will obtain prior to 

listing Shares of the Fund on the Exchange, from 

the Commission an order (the ‘‘Exemptive Order’’) 

on which the Trust may rely, granting certain 

exemptive relief to the Trust under the 1940 Act. 

See Investment Company Act Release No. 31430 

(January 28, 2015) (notice) (File No. 812–14402). 

6See Post-Effective Amendment No. 43 to the 

Registration Statement on Form N–1A for the Trust, 

dated February 4, 2015 (File Nos. 333–179562 and 

811–22668). The descriptions of the Fund and the 

Shares contained herein are based, in part, on 

information in the Registration Statement. 

7An 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 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 

applicable federal securities laws as defined in Rule 

204A–1(e)(4). 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. 

8The term ‘‘under normal market conditions’’ as 

used herein includes, but is not limited to, the 

absence of adverse market, economic, political or 

other conditions, including extreme volatility or 

trading halts in the securities 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 man-made disaster, act 

of God, armed conflict, act of terrorism, riot or labor 

disruption or any similar intervening circumstance. 

In periods of extreme market disturbance, the Fund 

may take temporary defensive positions, by 

overweighting its portfolio in cash/cash-like 

instruments; however, to the extent possible, the 

Adviser would continue to seek to achieve the 

Fund’s investment objectives. 

Managed Small Cap ETF (the ‘‘Fund’’) 

of ETF Series Solutions (the ‘‘Trust’’) 

under Nasdaq Rule 5735 (‘‘Managed 

Fund Shares’’).3 The shares of the Fund 

are collectively referred to herein as the 

‘‘Shares.’’ 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

Nasdaq included statements concerning 

the purpose of, and basis for, the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. 

Nasdaq 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 list and 

trade the Shares of the Fund under 

Nasdaq Rule 5735, which governs the 

listing and trading of Managed Fund 

Shares 4 on the Exchange. The Fund will 

be an actively-managed exchange-traded 

fund (‘‘ETF’’). The Shares will be 

offered by the Trust, which was 

established as a Delaware statutory trust 

on February 9, 2012.5 The Trust is 

registered with the Commission as an 

investment company and has filed a 

registration statement on Form N–1A 

(‘‘Registration Statement’’) with the 

Commission.6 The Fund is a series of 

the Trust. 

AlphaMark Advisors, LLC will be the 

investment adviser (‘‘Adviser’’) to the 

Fund. Quasar Distributors, LLC (the 

‘‘Distributor’’) will be the principal 

underwriter and distributor of the 

Fund’s Shares. U.S. Bancorp Fund 

Services, LLC (‘‘USBFS’’) will act as the 

administrator, accounting agent, and 

transfer agent to the Fund. U.S. Bank 

National Association will act as the 

custodian to the Fund. 

Paragraph (g) of Rule 5735 provides 

that if the investment adviser to the 

investment company issuing Managed 

Fund Shares is affiliated with a brokerdealer, 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.7 In addition, 

paragraph (g) 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. 

Rule 5735(g) is similar to Nasdaq Rule 

5705(b)(5)(A)(i); however, paragraph (g) 

in connection with the establishment of 

a ‘‘fire wall’’ between the investment 

adviser and the broker-dealer reflects 

the applicable open-end fund’s 

portfolio, not an underlying benchmark 

index, as is the case with index-based 

funds. The Adviser is not a brokerdealer, and is not affiliated with any 

broker-dealer. In the event (a) the 

Adviser becomes affiliated with a 

broker-dealer or registers as a brokerdealer, or (b) any new adviser or subadviser is a registered broker-dealer or 

becomes affiliated with a broker-dealer, 

it will implement a fire wall with 

respect to its relevant personnel and/or 

such broker-dealer affiliate, as 

applicable, regarding access to 

information concerning the composition 

and/or changes to the portfolio and will 

be subject to procedures designed to 

prevent the use and dissemination of 

material nonpublic information 

regarding such portfolio. The Adviser 

has no present intent or arrangement to 

become affiliated with any brokerdealer, and the Fund does not currently 

intend to use a sub-adviser. 

AlphaMark Actively Managed Small 

Cap ETF 

Principal Investments 

The Fund is a non-diversified, 

actively-managed ETF that intends to 

qualify each year as a regulated 

investment company under Subchapter 

M of the Internal Revenue Code of 1986, 

as amended. 

The Fund’s primary investment 

objective is to seek long-term growth of 

capital. The Fund will pursue its 

objectives by investing primarily, i.e. at 

least 80% of its assets under normal 

market conditions,8 in a portfolio of 

equity securities of small cap companies 

listed on a U.S. exchange. The Fund 

defines ‘‘small cap’’ companies as 

companies with a total market 

capitalization of less than $5 billion at 

the time of purchase, although the 

Adviser expects to generally focus on 

companies with market capitalizations 

of between $150 million and $2 billion 

at the time of purchase. 

The Fund defines ‘‘equity securities’’ 

to include common and preferred stock, 

mstockstill on DSK4VPTVN1PROD with NOTICES

11504 Federal Register / Vol. 80, No. 41 / Tuesday, March 3, 2015 / Notices 

9ADRs are receipts, typically issued by a bank or 

trust issuer, which evidence ownership of 

underlying securities issued by a non-U.S. issuer. 

For ADRs, the depository is typically a U.S. 

financial institution and the underlying securities 

are issued by a non-U.S. issuer. ADRs are not 

necessarily denominated in the same currency as 

their underlying securities. 

10The Commission has stated that long-standing 

Commission guidelines have required open-end 

funds to hold no more than 15% of their net assets 

in illiquid securities and other illiquid assets. See 

Investment Company Act Release No. 28193 (March 

11, 2008), 73 FR 14618 (March 18, 2008), FN 34. 

See also Investment Company Act Release No. 5847 

(October 21, 1969), 35 FR 19989 (December 31, 

1970) (Statement Regarding ‘‘Restricted 

Securities’’); Investment Company Act Release No. 

18612 (March 12, 1992), 57 FR 9828 (March 20, 

1992) (Revisions of Guidelines to Form N–1A). A 

fund’s portfolio security is illiquid if it cannot be 

disposed of in the ordinary course of business 

within seven days at approximately the value 

ascribed to it by the fund. See Investment Company 

Act Release No. 14983 (March 12, 1986), 51 FR 

9773 (March 21, 1986) (adopting amendments to 

Rule 2a–7 under the 1940 Act); Investment 

Company Act Release No. 17452 (April 23, 1990), 

55 FR 17933 (April 30, 1990) (adopting Rule 144A 

under the Securities Act of 1933). 

11See Form N–1A, Item 9. The Commission has 

taken the position that a fund is concentrated if it 

invests more than 25% of the value of its total 

assets in any one industry. See, e.g., Investment 

Company Act Release No. 9011 (October 30, 1975), 

40 FR 54241 (November 21, 1975). 

12Not more than 10% of the net assets of the 

Fund, in the aggregate, will be invested in unlisted 

equity securities or equity securities not listed on 

an exchange that is a member of the ISG or a party 

to a comprehensive surveillance sharing agreement 

with the Exchange. 

13The term ‘‘money market instruments,’’ as used 

herein, means (i) short-term obligations issued by 

the U.S. Government; (ii) short term negotiable 

obligations of commercial banks, fixed time 

deposits and bankers’ acceptances of U.S. and 

foreign banks and similar institutions; (iii) 

commercial paper rated at the date of purchase 

‘‘Prime-1’’ by Moody’s Investors Service, Inc. or 

‘‘A–1+’’ or ‘‘A–1’’ by Standard & Poor’s or, if 

unrated, of comparable quality, as the Adviser of 

the Fund determines; and (iv) money market 

mutual funds. 

14The NAV of the Fund’s Shares generally will 

be calculated once daily Monday through Friday as 

of the close of regular trading on the New York 

Stock Exchange (‘‘NYSE’’), generally 4:00 p.m. 

Eastern time (the ‘‘NAV Calculation Time’’). NAV 

American Depositary Receipts 9

(‘‘ADRs’’), real estate investment trusts 

(‘‘REITs’’), and ETFs. Investments in 

ETFs that, under normal circumstances, 

invest at least 80% of their net assets 

(plus any borrowings for investment 

purposes) in equity securities of small 

cap companies (‘‘Small Cap ETFs’’) will 

count toward the Fund’s 80% 

investment policy. The Fund may invest 

up to 30% of its net assets in foreign 

equity securities of small cap companies 

traded on a U.S. exchange as ADRs, 

which may include companies in 

emerging markets. 

The Adviser seeks to invest in 

companies with a proven history of 

consistent growth, sustainable earnings 

momentum and the ability to produce a 

reliable stream of cash flow during all 

economic cycles. The Adviser uses a 

‘‘bottom-up’’ internal stock screening 

process designed to identify companies 

that produce reliable cash flow streams 

and are priced at a level that provides 

for growth opportunity. An assessment 

of secular trends in the markets and the 

economy will exert some influence on 

the economic sector weightings of the 

Fund’s portfolio. 

The Adviser’s screening process 

narrows the small cap growth universe 

to approximately 150 stocks. These 

companies are then subjected to further 

fundamental analysis, including the 

following: 

• Market return on equity 

• Sufficiency of cash flow to cover 

capital spending 

• Operating margin relative to price/

sales 

• Financial statement review, focusing 

on true equity value 

• Enterprise value review and 

management review, including factors 

such as insider trading, stock option 

distribution and share buy backs. 

The Adviser expects that there will 

generally be between 25 and 40 stocks 

in the Fund’s portfolio. The Fund is 

non-diversified and therefore may 

invest a larger percentage of its assets in 

the securities of a single company than 

diversified funds. The portion of the 

Fund’s net assets invested at any given 

time in securities of issuers engaged in 

industries within a particular sector is 

affected by valuation considerations and 

other investment characteristics of that 

sector. As a result, the Fund’s 

investment in various sectors may 

change significantly over time. 

The Fund may invest in Small Cap 

ETFs to gain market exposure while the 

Fund builds a position in one or more 

specific stocks. Additionally, the Fund 

may invest a significant portion or all of 

its assets in Small Cap ETFs during 

periods when the Adviser believes that 

the stocks identified by the Adviser’s 

analysis are likely to underperform the 

broader small cap market. The Adviser 

will sell a security from the Fund’s 

portfolio under one or more of the 

following circumstances: 

• A material change in the company’s 

structure or management; 

• A material change in the industry or 

economic factors affecting that industry; 

• A position has grown to an 

unacceptable weight; 

• Earnings momentum has decreased 

from previous estimates; or 

• The security’s price has become 

overvalued by 20% or more based on 

the Adviser’s proprietary cash flow 

models. 

The Fund’s investment in foreign 

equity securities will be in the form of 

ADRs and may include ADRs 

representing companies in emerging 

markets. With respect to its investments 

as part of its principal investment 

strategies in exchange-listed securities, 

the Fund will invest in such securities 

that trade in markets that are members 

of the Intermarket Surveillance Group 

(‘‘ISG’’). 

Other Investments 

The Fund will invest in sponsored 

ADRs that are listed on ISG member 

exchanges and that the Adviser deems 

as liquid at time of purchase. In certain 

limited circumstances, the Fund may 

invest in ADRs that the Adviser deems 

illiquid at the time of purchase or for 

which pricing information is not readily 

available. 

The Fund may hold up to an aggregate 

amount of 15% of its net assets in 

illiquid securities or other illiquid assets 

(calculated at the time of investment). 

The Fund will monitor its portfolio 

liquidity on an ongoing basis to 

determine whether, in light of current 

circumstances, an adequate level of 

liquidity is being maintained, and will 

consider taking appropriate steps in 

order to maintain adequate liquidity if, 

through a change in values, net assets, 

or other circumstances, more than 15% 

of the Fund’s net assets are held in 

illiquid assets. Illiquid assets include 

securities subject to contractual or other 

restrictions on resale and other 

instruments that lack readily available 

markets as determined in accordance 

with Commission staff guidance.10

The Fund may not invest more than 

25% of the value of its total assets in 

securities of issuers in any one industry 

or group of industries. This restriction 

does not apply to obligations issued or 

guaranteed by the U.S. government, its 

agencies or instrumentalities, or 

securities of other registered investment 

companies.11

While the Fund under normal 

circumstances will invest at least 80% 

of its assets in U.S. exchange-listed 

equity securities, the Fund may invest 

the remaining assets in equity securities 

traded over-the-counter,12 money 

market instruments,13 and equity 

securities of open-end mutual funds, 

money market mutual funds and ETFs 

other than Small Cap ETFs. 

The Shares 

The Fund will issue and redeem 

Shares only in Creation Units at the net 

asset value (‘‘NAV’’) 14 next determined 

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Federal Register / Vol. 80, No. 41 / Tuesday, March 3, 2015 / Notices 11505 

per Share will be calculated by dividing the Fund’s 

net assets by the number of Fund Shares 

outstanding. For more information regarding the 

valuation of Fund investments in calculating the 

Fund’s NAV, see Registration Statement. 

after receipt of an order on a continuous 

basis every day except weekends and 

specified holidays. The NAV of the 

Fund will be determined once each 

business day, normally as of the close of 

trading of the NYSE, generally, 4:00 

p.m. Eastern time. Creation Unit sizes 

will be at least 25,000 Shares per 

Creation Unit. The Trust will issue and 

sell Shares of the Fund only in Creation 

Units on a continuous basis through the 

Distributor, without a sales load (but 

subject to transaction fees), at their NAV 

per Share next determined after receipt 

of an order, on any business day, in 

proper form pursuant to the terms of the 

agreement executed with each 

Authorized Participant (as defined 

below). 

The consideration for purchase of a 

Creation Unit will consist of either (i) 

the in-kind deposit of a designated 

portfolio of securities (the ‘‘Deposit 

Securities’’) per each Creation Unit and 

the Cash Component (as defined below), 

computed as described below or (ii) the 

cash value of all or a portion of the 

Deposit Securities (‘‘Deposit Cash’’) and 

the ‘‘Cash Component,’’ computed as 

described below. The Fund may, under 

certain circumstances, effect a portion of 

creations and redemptions for cash, 

rather than in-kind securities, in 

accordance with the Exemptive Order. 

The Fund expects that the consideration 

for purchase of a Creation Unit will 

primarily consist of the in-kind deposit 

of the Deposit Securities. 

When accepting purchases of Creation 

Units for cash, the Fund may incur 

additional costs associated with the 

acquisition of Deposit Securities that 

would otherwise be provided by an inkind purchaser. Together, the Deposit 

Securities or Deposit Cash, as 

applicable, and the Cash Component 

will constitute the ‘‘Fund Deposit,’’ 

which represents the minimum initial 

and subsequent investment amount for 

a Creation Unit of the Fund. The ‘‘Cash 

Component’’ will be an amount equal to 

the difference between the NAV of the 

Shares (per Creation Unit) and the 

market value of the Deposit Securities or 

Deposit Cash, as applicable. If the Cash 

Component is a positive number (i.e., 

the NAV per Creation Unit exceeds the 

market value of the Deposit Securities or 

Deposit Cash, as applicable), the Cash 

Component will be such positive 

amount. If the Cash Component is a 

negative number (i.e., the NAV per 

Creation Unit is less than the market 

value of the Deposit Securities or 

Deposit Cash, as applicable), the Cash 

Component will be such negative 

amount and the creator will be entitled 

to receive cash in an amount equal to 

the Cash Component. The Cash 

Component will serve the function of 

compensating for any difference 

between the NAV per Creation Unit and 

the market value of the Deposit 

Securities or Deposit Cash, as 

applicable. 

To be eligible to place orders with 

respect to creations and redemptions of 

Creation Units, an entity must be (i) a 

‘‘Participating Party,’’ i.e., a brokerdealer or other participant in the 

clearing process through the Continuous 

Net Settlement System of the National 

Securities Clearing Corporation 

(‘‘NSCC’’) or (ii) a Depository Trust 

Company (‘‘DTC’’) Participant (a ‘‘DTC 

Participant’’). In addition, each 

Participating Party or DTC Participant 

(each, an ‘‘Authorized Participant’’) 

must execute an agreement that has 

been agreed to by the Distributor and 

USBFS with respect to purchases and 

redemptions of Creation Units. 

USBFS, through the NSCC, will make 

available on each business day, 

immediately prior to the opening of 

business on the Exchange’s Regular 

Market Session (currently 9:30 a.m. 

Eastern time), the list of the names and 

the required number of shares of each 

Deposit Security and/or the required 

amount of Deposit Cash, as applicable, 

to be included in the current Fund 

Deposit (based on information at the 

end of the previous business day) for the 

Fund. Such Fund Deposit, subject to 

any relevant adjustments, will be 

applicable in order to effect purchases 

of Creation Units of the Fund until such 

time as the next announced composition 

of the Deposit Securities and/or the 

required amount of Deposit Cash, as 

applicable, is made available. 

Shares may be redeemed only in 

Creation Units at their NAV next 

determined after receipt of a redemption 

request in proper form by the Fund 

through USBFS and only on a business 

day. 

With respect to the Fund, USBFS, 

through the NSCC, will make available 

immediately prior to the opening of 

business on the Exchange (9:30 a.m. 

Eastern time) on each business day, the 

list of the names and share quantities of 

the Fund’s portfolio securities (‘‘Fund 

Securities’’) and/or, if relevant, the 

required cash value thereof that will be 

applicable (subject to possible 

amendment or correction) to 

redemption requests received in proper 

form on that day. Fund Securities 

received on redemption may not be 

identical to Deposit Securities. 

Redemption proceeds for a Creation 

Unit will be paid either in kind or in 

cash or a combination thereof, as 

determined by the Trust. With respect to 

in kind redemptions of the Fund, 

redemption proceeds for a Creation Unit 

will consist of Fund Securities as 

announced by USBFS on the business 

day of the request for redemption 

received in proper form plus cash in an 

amount equal to the difference between 

the NAV of the Shares being redeemed, 

as next determined after a receipt of a 

request in proper form, and the value of 

the Fund Securities (the ‘‘Cash 

Redemption Amount’’), less a fixed 

redemption transaction fee and any 

applicable additional variable charge as 

set forth in the Registration Statement. 

In the event that the Fund Securities 

have a value greater than the NAV of the 

Shares, a compensating cash payment 

equal to the differential will be required 

to be made by or through an Authorized 

Participant by the redeeming 

shareholder. Notwithstanding the 

foregoing, at the Trust’s discretion, an 

Authorized Participant may receive the 

corresponding cash value of the 

securities in lieu of one or more Fund 

Securities. 

The creation/redemption order cut off 

time for the Fund is expected to be 4:00 

p.m. Eastern time for purchases of 

Shares. On days when the Exchange 

closes earlier than normal and in the 

case of custom orders, the Fund may 

require orders for Creation Units to be 

placed earlier in the day. 

Net Asset Value 

The NAV per Share for the Fund will 

be computed by dividing the value of 

the net assets of the Fund (i.e., the value 

of its total assets less total liabilities) by 

the total number of Shares outstanding, 

rounded to the nearest cent. Expenses 

and fees, including the management 

fees, will be accrued daily and taken 

into account for purposes of 

determining NAV. The NAV of the Fund 

will be calculated by USBFS and 

determined at the close of the regular 

trading session on the NYSE (ordinarily 

4:00 p.m. Eastern time) on each day that 

such exchange is open. In calculating 

the Fund’s NAV per Share, investments 

will generally be valued by using market 

valuations. A market valuation generally 

means a valuation (i) obtained from an 

exchange, a pricing service, or a major 

market maker (or dealer) or (ii) based on 

a price quotation or other equivalent 

indication of value supplied by an 

exchange, a pricing service, or a major 

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11506 Federal Register / Vol. 80, No. 41 / Tuesday, March 3, 2015 / Notices 

15Under normal market conditions, the Fund will 

obtain pricing information on all of its assets from 

these sources. 

16The Valuation Committee of the Trust Board 

will be responsible for the oversight of the pricing 

procedures of the Fund and the valuation of the 

Fund’s portfolio. The Fund has implemented 

procedures designed to prevent the use and 

dissemination of material, nonpublic information 

regarding valuation and revaluation of any portfolio 

investments. 17The Bid/Ask Price of the Fund will be 

determined using the midpoint of the highest bid 

and the lowest offer on the Exchange as of the time 

of calculation of such Fund’s NAV. The records 

relating to Bid/Ask Prices will be retained by the 

Fund and its service providers. 

18See Nasdaq Rule 4120(b)(4) (describing the 

three trading sessions on the Exchange: (1) PreMarket Session from 4 a.m. to 9:30 a.m. Eastern 

time; (2) Regular Market Session from 9:30 a.m. to 

4 p.m. or 4:15 p.m. Eastern time; and (3) PostMarket Session from 4 p.m. or 4:15 p.m. to 8 p.m. 

Eastern time). 

19Under accounting procedures to be 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’’). Notwithstanding the 

foregoing, portfolio trades that are executed prior to 

the opening of the Exchange on any business day 

may be booked and reflected in NAV on such 

business day. 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. 

20Currently, the NASDAQ OMX Global Index 

Data Service (‘‘GIDS’’) is the NASDAQ OMX global 

index data feed service, offering real-time updates, 

daily summary messages, and access to widely 

followed indexes and Intraday Indicative Values for 

ETFs. GIDS provides investment professionals with 

the daily information needed to track or trade 

NASDAQ OMX indexes, listed ETFs, or third-party 

partner indexes and ETFs. 

market maker (or dealer).15 Exchangetraded equities; exchange-traded ADRs 

and other exchange-traded securities 

will be valued at the official closing 

price on their principal exchange or 

board of trade, or lacking any current 

reported sale at the time of valuation, at 

the mean between the most recent bid 

and ask quotations on its principal 

exchange or board of trade. Portfolio 

securities traded on more than one 

securities exchange will be valued at the 

last sale price or official closing price, 

as applicable, on the business day as of 

which such value is being determined at 

the close of the exchange representing 

the principal market for such securities. 

Equity securities traded over-thecounter will be valued at the mean 

between the most recent bid and ask 

quotations received from pricing 

services; if recent bid and ask quotations 

are not available, these securities will be 

valued in accordance with the Fund’s 

fair valuation procedures. Money 

market instruments with maturities of 

less than 60 days will be valued at 

amortized cost; money market 

instruments with longer maturities will 

be valued at the mid-point of the bid-ask 

prices. Investment company shares will 

be valued at NAV, unless the shares are 

exchange-traded, in which case they 

will be valued at the last sale or official 

closing price on the market on which 

they primarily trade. 

Notwithstanding the foregoing, in 

determining the value of any security or 

asset, the Fund may use a valuation 

provided by a pricing vendor employed 

by the Trust and approved by the Board 

of Trustees of the Trust (the ‘‘Trust 

Board’’). The pricing vendor may base 

such valuations upon dealer quotes, by 

analyzing the listed market, by utilizing 

matrix pricing, by analyzing market 

correlations and pricing and/or 

employing sensitivity analysis. 

The Adviser may use various pricing 

services, or discontinue the use of any 

pricing service, as approved by the 

Trust Board from time to time. A price 

obtained from a pricing service based on 

such pricing service’s valuation matrix 

may be considered a market valuation. 

Any assets or liabilities denominated in 

currencies other than the U.S. dollar 

will be converted into U.S. dollars at the 

current market rates on the date of 

valuation as quoted by one or more 

sources. 

In the event that current market 

valuations are not readily available or 

such valuations do not reflect current 

market value, the Trust’s procedures 

require the Trust’s Valuation Committee 

to determine a security’s fair value if a 

market price is not readily available in 

accordance with the 1940 Act.16 In 

determining such value the Trust’s 

Valuation Committee may consider, 

among other things, (i) price 

comparisons among multiple sources, 

(ii) a review of corporate actions and 

news events, and (iii) a review of 

relevant financial indicators. In these 

cases, the Fund’s NAV may reflect 

certain portfolio securities’ fair values 

rather than their market prices. Fair 

value pricing may involve subjective 

judgments and it is possible that the fair 

value determination for a security is 

materially different than the value that 

could be realized upon the sale of the 

security. 

Availability of Information 

The Fund’s Web site 

(www.alphamarkadvisors.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 Web site will 

include additional quantitative 

information updated on a daily basis, 

including, for the Fund: (1) The prior 

business day’s reported NAV, mid-point 

of the bid/ask spread at the time of 

calculation of such NAV (the ‘‘Bid/Ask 

Price’’),17 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 Regular Market Session 18 on the 

Exchange, the Fund will disclose on its 

Web site the identities and quantities of 

the portfolio of securities and other 

assets (the ‘‘Disclosed Portfolio’’) held 

by the Fund that will form the basis for 

the Fund’s calculation of NAV at the 

end of the business day.19 On a daily 

basis, the Disclosed Portfolio will 

include each portfolio security and 

other financial instruments of the Fund 

with the following information on the 

Fund’s Web site: Ticker symbol, CUSIP 

number or other identifier, if any; a 

description of the holding (including 

the type of holding); the identity of the 

security, index, or other asset or 

instrument underlying the holding, if 

any; quantity held (as measured by, for 

example, number of shares); maturity 

date, if any; coupon rate, if any; 

effective date, if any; market value of the 

holding; and the percentage weighting 

of the holdings in the Fund’s portfolio. 

The Web site information will be 

publicly available at no charge. 

In addition, for the Fund, an 

estimated value, defined in Rule 

5735(c)(3) as the ‘‘Intraday Indicative 

Value,’’ that reflects an estimated 

intraday value of the Fund’s portfolio, 

will be disseminated. Moreover, the 

Intraday Indicative Value, available on 

the NASDAQ OMX Information LLC 

proprietary index data service,20 will be 

based upon the current value for the 

components of the Disclosed Portfolio 

and will be updated and widely 

disseminated and broadly displayed at 

least every 15 seconds during the 

Regular Market Session. The Intraday 

Indicative Value will be based on quotes 

and closing prices from the securities’ 

local market and may not reflect events 

that occur subsequent to the local 

market’s close. Intra-day, executable 

price quotations on the securities and 

other assets held by the Fund, other 

than investment company securities that 

are not exchange-listed, will be 

available from major broker-dealer 

firms. Intra-day price information on the 

securities and other assets held by the 

Fund, other than investment company 

securities that are not exchange-listed, 

will also be available through 

subscription or free services that can be 

accessed by Authorized Participants and 

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Federal Register / Vol. 80, No. 41 / Tuesday, March 3, 2015 / Notices 11507 

21See 17 CFR 240.10A–3. 

22FINRA surveils trading on the Exchange 

pursuant to a regulatory services agreement. The 

Exchange is responsible for FINRA’s performance 

under this regulatory services agreement. 

23For a list of the current members of ISG, see 

www.isgportal.org. 

other investors. Intra-day price 

information for exchange-traded equity 

securities; exchange-listed investment 

company securities; exchange-traded 

ADRs; or other exchange-traded 

securities will be publicly available 

from the Web sites of the exchanges on 

which they trade, on public financial 

Web sites, and through subscription 

services such as Bloomberg and 

Thompson Reuters. Intra-day price 

information regarding over-the-counter 

equities (including certain investment 

company securities) and money market 

instruments, will be available through 

subscription services such as Markit, 

Bloomberg and Thompson Reuters. 

Premiums and discounts between the 

Intraday Indicative Value and the 

market price of the Fund’s shares may 

occur. This should not be viewed as a 

‘‘real time’’ update of the NAV per 

Share of the Fund, which is calculated 

only once a day. 

The dissemination of the Intraday 

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 will provide a close estimate of that 

value throughout the trading day. 

In addition, a basket composition file, 

which includes the security names, 

amounts and share quantities, as 

applicable, required to be delivered in 

exchange for the Fund’s Shares, together 

with estimates and actual cash 

components, will be publicly 

disseminated daily prior to the opening 

of Nasdaq via NSCC. The basket will 

represent one Creation Unit of the Fund. 

Investors will also be able to obtain 

the Fund’s Statement of Additional 

Information (‘‘SAI’’), the Fund’s annual 

and semi-annual reports (together, 

‘‘Shareholder Reports’’), and its Form 

N–CSR and Form N–SAR. The Fund’s 

SAI and Shareholder Reports will be 

available free upon request from the 

Fund, 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 

www.sec.gov. Information regarding 

market price and volume of the Shares 

will be continually available on a realtime basis throughout the day on 

brokers’ computer screens and other 

electronic services. Information 

regarding the previous day’s closing 

price and trading volume information 

for the Shares will be published daily in 

the financial section of newspapers. 

Quotation and last sale information for 

the Shares will be available via Nasdaq 

proprietary quote and trade services and 

via the Consolidated Tape Association 

plans for the Shares. Similarly, 

quotation and last sale information for 

any underlying exchange-traded 

products will also be available via the 

quote and trade services of their 

respective primary exchanges, as well as 

in accordance with the Unlisted Trading 

Privileges and the Consolidated Tape 

Association plans, as applicable. 

Additional information regarding the 

Fund and the Shares, including 

investment strategies, risks, creation and 

redemption procedures, fees, Fund 

holdings disclosure policies, 

distributions and taxes is included in 

the Registration Statement. 

Initial and Continued Listing 

The Shares will be subject to Rule 

5735, which sets forth the initial and 

continued listing criteria applicable to 

Managed Fund Shares. The Exchange 

represents that, for initial and/or 

continued listing, the Fund must be in 

compliance with Rule 10A–3 21 under 

the Act. 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 NAV per Share will be 

calculated daily and that the NAV and 

the Disclosed Portfolio will be made 

available to all market participants at 

the same time. 

Trading Halts and Trading Pauses 

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. Nasdaq will halt or pause 

trading in the Shares under the 

conditions specified in Nasdaq Rules 

4120 and 4121, including the trading 

pauses under Nasdaq Rules 4120(a)(11) 

and (12). Trading 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 

and/or the financial instruments 

constituting the Disclosed Portfolio 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 also will be subject to Rule 

5735(d)(2)(D), which sets forth 

circumstances under which Shares of 

the Fund may be halted. 

Trading Rules 

Nasdaq deems the Shares to be equity 

securities, thus rendering trading in the 

Shares subject to Nasdaq’s existing rules 

governing the trading of equity 

securities. Nasdaq will allow trading in 

the Shares from 4:00 a.m. until 8:00 

p.m. Eastern time. The Exchange has 

appropriate rules to facilitate 

transactions in the Shares during all 

trading sessions. As provided in Nasdaq 

Rule 5735(b)(3), the minimum price 

variation for quoting and entry of orders 

in Managed Fund Shares traded on the 

Exchange is $0.01. 

Surveillance 

The Exchange represents that trading 

in the Shares will be subject to the 

existing trading surveillances, 

administered by both Nasdaq and also 

the Financial Industry Regulatory 

Authority (‘‘FINRA’’) on behalf of the 

Exchange, which are designed to detect 

violations of Exchange rules and 

applicable federal securities laws.22 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 surveillances referred to above 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

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. 

FINRA, on behalf of the Exchange, 

will communicate as needed regarding 

trading in the Shares; exchange-traded 

equities, including ADRs; exchangelisted investment companies; or other 

exchange-traded securities with other 

markets and other entities that are ISG 

members, and FINRA, on behalf of the 

Exchange, may obtain trading 

information regarding trading in the 

Shares, exchange-traded equities, 

including ADRs, exchange-listed 

investment companies, or other 

exchange-traded securities from such 

markets and other entities. In addition, 

the Exchange may obtain information 

regarding trading in the Shares; 

exchange-traded equities, including 

ADRs; exchange-listed investment 

companies; or other exchange-traded 

securities from markets and other 

entities that are members of ISG or with 

which the Exchange has in place a 

comprehensive surveillance sharing 

agreement.23

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11508 Federal Register / Vol. 80, No. 41 / Tuesday, March 3, 2015 / Notices 

24 15 U.S.C. 78f. 

25 15 U.S.C. 78f(b)(5). 

Not more than 10% of the net assets 

of the Fund, in the aggregate, will be 

invested in unlisted common stocks or 

common stocks not listed on an 

exchange that is a member of the ISG or 

a party to a comprehensive surveillance 

sharing agreement with the Exchange. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, nonpublic 

information by its employees. 

Information Circular 

Prior to the commencement of 

trading, the Exchange will inform its 

members in an Information Circular of 

the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Circular 

will discuss the following: (1) The 

procedures for purchases and 

redemptions of Shares in Creation Units 

(and that Shares are not individually 

redeemable); (2) Nasdaq Rule 2111A, 

which imposes suitability obligations on 

Nasdaq members with respect to 

recommending transactions in the 

Shares to customers; (3) the 

dissemination of information regarding 

the Intraday Indicative Value through 

major index service providers such as 

NASDAQ OMX proprietary index data 

services or other major market 

proprietary index services; (4) the risks 

involved in trading the Shares during 

the Pre-Market and Post-Market 

Sessions when an updated Intraday 

Indicative Value will not be calculated 

or publicly disseminated; (5) the 

requirement that members deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction; (6) trading information; and 

(7) the dissemination of the Disclosed 

Portfolio through the Fund’s Web site. 

In addition, the Information Circular 

will advise members, prior to the 

commencement of trading, of the 

prospectus delivery requirements 

applicable to the Fund. Members 

purchasing Shares from the Fund for 

resale to investors will deliver a 

prospectus to such investors. The 

Information Circular will also discuss 

any exemptive, no-action and 

interpretive relief granted by the 

Commission from any rules under the 

Act. 

Additionally, the Information Circular 

will reference that the Fund is subject 

to various fees and expenses described 

in the Registration Statement. The 

Information Circular will also disclose 

the trading hours of the Shares of the 

Fund and the applicable NAV 

Calculation Time for the Shares. The 

Information Circular will disclose that 

information about the Shares of the 

Fund will be publicly available on the 

Fund’s Web site. 

2. Statutory Basis 

Nasdaq believes that the proposal is 

consistent with Section 6(b) of the Act 24

in general and Section 6(b)(5) of the 

Act 25 in particular in that it is 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, and to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system. 

The Exchange believes that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices in that the Shares will 

be listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in Nasdaq Rule 5735. The 

Exchange believes that its surveillance 

procedures are adequate to properly 

monitor the trading of the Shares on 

Nasdaq during all trading sessions and 

to deter and detect violations of 

Exchange rules and the applicable 

federal securities laws. 

The exchange-traded equities; 

exchange-listed investment companies; 

or other exchange-traded securities in 

which the Fund may invest will be 

limited to U.S. exchanges that are 

members of the ISG or are parties to a 

comprehensive surveillance sharing 

agreement with the Exchange. The 

Exchange may obtain information via 

ISG from other exchanges that are 

members of ISG or with which the 

Exchange has entered into a 

comprehensive surveillance sharing 

agreement. 

The Fund will pursue its objectives by 

investing primarily, i.e., at least 80% of 

its assets under normal market 

conditions, in a portfolio of equity 

securities of small cap companies listed 

on a U.S. exchange. The equity 

securities held by the Fund may also 

include publicly-traded exchange-listed 

common stocks of non-U.S. issuers in 

the form of ADRs. 

The Fund may hold up to an aggregate 

amount of 15% of its net assets in 

illiquid securities or other illiquid assets 

(calculated at the time of investment). 

The Fund may not invest 25% or more 

of the value of its total assets in 

securities of issuers in any one industry 

or group of industries. 

Not more than 10% of the net assets 

of the Fund, in the aggregate, will be 

invested in unlisted common stocks or 

common stocks not listed on an 

exchange that is a member of the ISG or 

a party to a comprehensive surveillance 

sharing agreement with the Exchange. 

The Adviser is not a broker-dealer, and 

is not affiliated with any broker-dealer. 

In the event (a) the Adviser becomes 

affiliated with a broker-dealer or 

registers as a broker-dealer, or (b) any 

new adviser or sub-adviser is a 

registered broker-dealer or becomes 

affiliated with a broker-dealer, it will 

implement a fire wall with respect to its 

relevant personnel and/or such brokerdealer affiliate, as applicable, regarding 

access to information concerning the 

composition and/or changes to the 

Fund’s portfolio. In addition, paragraph 

(g) of Nasdaq Rule 5735 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. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest in that the Exchange will 

obtain a representation from the Fund 

that the NAV per Share will be 

calculated daily and that the NAV and 

the Disclosed Portfolio will be made 

available to all market participants at 

the same time. In addition, a large 

amount of information will be publicly 

available regarding the Fund and the 

Shares, thereby promoting market 

transparency. The Intraday Indicative 

Value, available on the NASDAQ OMX 

Information LLC proprietary index data 

service, will be widely disseminated by 

one or more major market data vendors 

and broadly displayed at least every 15 

seconds during the Regular Market 

Session. On each business day, before 

commencement of trading in Shares in 

the Regular Market Session on the 

Exchange, the Fund will disclose on its 

Web site the Disclosed Portfolio that 

will form the basis for the Fund’s 

calculation of NAV at the end of the 

business day. Information regarding 

market price and trading volume of the 

Shares will be continually available on 

a real-time basis throughout the day on 

brokers’ computer screens and other 

electronic services, and quotation and 

last sale information for the Shares will 

also be available via Nasdaq proprietary 

quote and trade services and via the 

Consolidated Tape Association plans for 

the Shares. Similarly, quotation and last 

sale information for any underlying 

exchange-traded products will also be 

available via the quote and trade 

services of their respective primary 

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Federal Register / Vol. 80, No. 41 / Tuesday, March 3, 2015 / Notices 11509 

26 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

exchanges, as well as in accordance 

with the Unlisted Trading Privileges 

and the Consolidated Tape Association 

plans, as applicable. Intra-day, 

executable price quotations on the 

securities and other assets held by the 

Fund, other than investment company 

securities that are not exchange-listed 

will be available from major brokerdealer firms or on the exchange on 

which they are traded, if applicable. 

Intra-day price information will also be 

available through subscription services, 

such as Bloomberg, Markit and 

Thomson Reuters, which can be 

accessed by Authorized Participants and 

other investors. 

The Web site for the Fund will 

include the prospectus for the Fund and 

additional data relating to NAV and 

other applicable quantitative 

information. Trading in Shares of the 

Fund will be halted or paused under the 

conditions specified in Nasdaq Rules 

4120 and 4121, including the trading 

pauses under Nasdaq Rules 4120(a)(11) 

and (12). Trading may be halted because 

of market conditions or for reasons that, 

in the view of the Exchange, make 

trading in the Shares inadvisable, and 

trading in the Shares will be subject to 

Nasdaq Rule 5735(d)(2)(D), which sets 

forth circumstances under which Shares 

of the Fund may be halted. In addition, 

as noted above, investors will have 

ready access to information regarding 

the Fund’s holdings, the Intraday 

Indicative Value, the Disclosed 

Portfolio, and quotation and last sale 

information for the Shares. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of activelymanaged exchange-traded product that 

will enhance competition among market 

participants, to the benefit of investors 

and the marketplace. As noted above, 

the Exchange has in place surveillance 

procedures relating to trading in the 

Shares and may obtain information via 

ISG from other exchanges that are 

members of ISG or with which the 

Exchange has entered into a 

comprehensive surveillance sharing 

agreement. In addition, as noted above, 

investors will have ready access to 

information regarding the Fund’s 

holdings, the Intraday Indicative Value, 

the Disclosed Portfolio, and quotation 

and last sale information for the Shares. 

For the above reasons, Nasdaq 

believes the proposed rule change is 

consistent with the requirements of 

Section 6(b)(5) of the Act. 

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. The 

Exchange believes that the proposed 

rule change will facilitate the listing and 

trading of an additional type of activelymanaged exchange-traded fund that will 

enhance competition among market 

participants, to the benefit of investors 

and the marketplace. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate up if it finds such longer 

period to be appropriate and publishes 

its reasons for so finding or (ii) as to 

which the Exchange consents, the 

Commission shall: (a) By order approve 

or disapprove such proposed rule 

change, or (b) institute proceedings to 

determine whether the proposed rule 

change should be 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– 

NASDAQ–2015–013 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2015–013. 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 

10:00 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– 

NASDAQ–2015–013, and should be 

submitted on or before March 24, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–04333 Filed 3–2–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74378; File No. SR– 

NASDAQ–2015–011] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Proposed Rule Change 

Relating to the Listing and Trading of 

the Shares of the First Trust Strategic 

Floating Rate ETF of First Trust 

Exchange-Traded Fund IV 

February 25, 2015. 

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 February 

12, 2015, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by Nasdaq. The 

mstockstill on DSK4VPTVN1PROD with NOTICES