17126 Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 69195 

(March 20, 2013), 78 FR 18393 (March 26, 2013) 

(SR–NASDAQ–2012–137) (order granting approval 

of Market Quality Program) (SR–NASDAQ–2012– 

137) (‘‘MQP order’’). See also Securities Exchange 

Act Release No. 68515 (December 21, 2012), 77 FR 

77141 (December 31, 2012) (SR–NASDAQ–2012– 

137) (notice of filing Market Quality Program as 

pilot, with extensive description of program) 

(‘‘MQP proposal’’). In the MQP proposal the 

Exchange noted the need for the MQP and positive 

results of such programs, the extensive positive 

academic studies, and the success of the thirteen 

year old NASDAQ First North market incentive 

program that is similar in nature to the MQP. 

4The term ‘‘MQP Company’’ is defined in Rule 

5950(e)(5) as the trust or company housing the 

Exchange Traded Fund (‘‘ETF’’) or, if the ETF is not 

a series of a trust or company, then the Exchange 

Traded Fund itself. MQP Fees for MQP Securities 

will be paid by the Sponsors associated with the 

MQP Companies. The term ‘‘Sponsor’’ means the 

registered investment adviser that provides 

investment management services to an MQP 

Company or any of such adviser’s parents or 

subsidiaries. The term ‘‘Exchange Traded Fund’’ is 

defined in Rule 5950(e)(2) includes [sic] Portfolio 

Depository Receipts and Index Fund Shares, which 

are defined in NASDAQ Rule 5705; the Exchange 

believes, as noted in the MQP proposal, that 

predominantly ETFs will be listed on the MQP. 

5The term ‘‘Market Maker’’ is defined in Rule 

5005(a)(24) as a dealer that, with respect to a 

security, holds itself out (by entering quotations in 

the NASDAQ Market Center) as being willing to buy 

and sell such security for its own account on a 

regular and continuous basis and that is registered 

as such. 

6Section (f) of Rule 5950 states, in relevant part, 

that the MQP will be effective for a one year pilot 

period that will commence when the Program is 

implemented by Exchange acceptance of an MQP 

Company, on behalf of an MQP Security, and 

relevant MQP Market Maker into the Program. 

7See, e.g., Securities Exchange Act Release No. 

69706 (June 6, 2013), 78 FR 35340 (June 12, 2013) 

(SR–NYSEArca–2013–34) (order granting approval 

of NYSE Arca incentive pilot program). See also 

Securities Exchange Act Release No. 66307 

(February 2, 2012), 77 FR 6608 (February 8, 2012) 

(SR–BATS–2011–051) (order granting approval of 

BATS Competitive Liquidity Provider program). 

8The term ‘‘MQP Security’’ is defined in Rule 

5950(e)(1) as an ETF security issued by an MQP 

Company that meets all of the requirements to be 

listed on NASDAQ pursuant to Rule 5705. 

9See Rule 5950(b)(2)(C)(i). The term ‘‘Sponsor’’ is 

defined in Rule 5950(e)(5) to mean the registered 

investment adviser that provides investment 

management services to an MQP Company or any 

of the adviser’s parents or subsidiaries. 

10See Rule 5950(c). For an MQP Market Maker to 

be eligible to receive MQP Credit when making 

markets in MQP Securities, the MQP Market Maker 

must, in addition to meeting applicable Market 

Maker obligations pursuant to Rule 4613, on a 

monthly basis meet or exceed section (c) quoting 

and trading requirements that include, in relevant 

part: (i) For at least 25% of the time when quotes 

can be entered in the Regular Market Session as 

averaged over the course of a month, must 

maintain: a) at least 500 shares of attributable, 

displayed quotes or orders at the NBBO or better on 

the bid side of an MQP Security; and b) at least 500 

shares of attributable, displayed quotes or orders at 

the NBBO or better on the offer side of an MQP 

Security; and (ii) For at least 90% of the time when 

quotes can be entered in the Regular Market Session 

as averaged over the course of a month, must 

maintain: a) at least 2,500 shares of attributable, 

displayed posted liquidity on the Nasdaq Market 

Center that are priced no wider than 2% away from 

the NBBO on the bid side of an MQP Security; and 

b) at least 2,500 shares of attributable, displayed 

posted liquidity on the Nasdaq Market Center that 

are priced no wider than 2% away from the NBBO 

on the offer side of an MQP Security. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74580; File No. SR– 

NASDAQ–2015–025] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Rule 5950 

March 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 March 19, 

2015, The NASDAQ Stock Market LLC 

(‘‘NASDAQ’’ 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 NASDAQ. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

NASDAQ proposes to amend the 

Market Quality Program (‘‘MQP’’ or 

‘‘Program’’) fee (‘‘MQP Fee’’) in Rule 

5950, entitled Market Quality Program. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://

www.nasdaq.cchwallstreet.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of this proposal is to 

amend the MQP Fee in section (b)(2) of 

Rule 5950. No other changes to the MQP 

are proposed. 

The MQP enables market makers that 

voluntarily commit to and do in fact 

enhance the market quality, in terms of 

quoted spreads and liquidity, of certain 

securities listed on the Exchange to 

qualify for a fee credit. These market 

makers are eligible for a fee credit only 

to the extent that they maintain 

stringent quoting and liquidity 

standards set forth in the Program. The 

MQP is a one year pilot, during which 

time the Exchange will periodically 

provide information to the Commission 

about market quality in respect of the 

MQP. NASDAQ believes that the MQP 

will be beneficial to issuers, investors 

and other market participants, and to 

the economy in general by significantly 

enhancing the quality of the market and 

trading in listed securities. 

The Commission approved the MQP 

as a pilot program.3 The pilot program 

has not commenced. At this time, there 

are no MQP Companies 4 or MQP 

Market Makers 5 in the Program.6 During 

this interim period, the Exchange is 

proposing to reduce the MQP Fee to 

enhance the competitive nature of the 

Program.7

Current Rule 5950 discusses the 

Market Quality Program. MQP 

Securities consist of ETF securities 

issued by an MQP Company and listed 

on the Exchange pursuant to NASDAQ 

Rule 5705.8 In addition to the standard 

(non-MQP) Exchange listing fee 

applicable to an MQP Security set forth 

in the NASDAQ Rule 5000 Series an 

MQP Company may [sic] incur a fee 

known as an MQP Fee, on behalf of an 

MQP Security, to participate in the 

Program. The MQP Fee will be paid by 

a Sponsors [sic] associated with an MQP 

Company.9 The MQP Fee will be used 

for the purpose of incentivizing one or 

more MQP Market Makers to enhance 

the market quality of an MQP Security. 

Subject to the conditions set forth in the 

proposed [sic] rule, this incentive 

payment will be credited (‘‘MQP 

Credit’’) pro rata to one or more MQP 

Market Makers that meet quoting and 

trading requirements in the MQP 

Security and thereby make a highquality market in the MQP Security.10

Currently, per Rule 5950(b)(2), an 

MQP Company participating in the 

MQP will incur an annual basic MQP 

Fee of $50,000 per MQP Security (‘‘basic 

MQP Fee’’), which must be paid to the 

Exchange prospectively each quarter. 

An MQP Company may also, on an 

annual basis, voluntarily select to incur 


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11 In addition to the supplemental MQP fee, the 

Exchange will include on its Web site the following 

information: (i) The identities of the MQP 

Companies, MQP Securities, and MQP Market 

Makers accepted into the MQP; (ii) any limits the 

Exchange may impose on the number of MQP 

Securities per MQP Company or MQP Market 

Makers per MQP Security in the MQP; (iii) any 

notification received by the Exchange that an MQP 

Company, on behalf of an MQP Security, or MQP 

Market Maker intends to withdraw from the MQP; 

and (iv) the dates that an MQP Company, on behalf 

of an MQP Security, commences participation in 

and is withdrawn or terminated from the MQP. 

Furthermore, an MQP Company will be required to 

disclose on a product-specific Web site that the 

MQP Security is participating in the MQP and will 

be required to provide a link on that Web site to 

the Exchange’s MQP Web site. 

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

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

14See Recommendations Regarding Regulatory 

Responses To The Market Events Of May 6, 2010, 

February 18, 2011 (Recommendation that the SEC 

evaluate whether incentives or regulations can be 

developed to encourage persons who engage in 

market making strategies to regularly provide buy 

and sell quotations that are ‘‘reasonably related to 

the market.’’). Available at http://www.sec.gov/

spotlight/sec-cftcjointcommittee/021811-report.pdf. 

15Additionally, issuers will have the ability to 

withdraw from the Program after an initial 

commitment in the event they determine that 

participation is not beneficial. In that case, the 

withdrawing issuers will automatically revert to the 

already-approved fee schedule applicable to the 

market tier in which their shares are listed. 

an annual supplemental MQP Fee per 

MQP Security (‘‘supplemental MQP 

Fee’’), which must be paid to the 

Exchange prospectively each quarter. 

Currently, the basic MQP Fee and 

supplemental MQP Fee cannot exceed 

$100,000 per year when combined. The 

amount of the supplemental MQP Fee, 

if any, for each MQP Security will be 

determined by the MQP Company 

initially and will remain the same for 

one year. The Exchange will provide 

notification on its Web site regarding 

the amount, if any, of any supplemental 

MQP Fee determined by an MQP 

Company per MQP Security.11

The Exchange proposes to amend the 

basic MQP Fee and the supplemental 

MQP Fee. Specifically, the Exchange 

proposes to amend the MQP Fee as 

follows: the annual basic MQP fee will 

be $35,000; and the basic MQP Fee and 

supplemental MQP Fee when combined 

will not exceed $70,000. Thus, the 

supplemental MQP Fee as proposed 

may not be greater than $35,000 in 

addition to the basic MQP Fee. The 1:2 

relationship between the basic and 

supplemental fee is preserved. That is, 

where currently the basic MQP Fee is 

$50,000 and the basic MQP Fee and 

supplemental MQP Fee when combined 

may not exceed $100,000 (twice the 

basic MQP Fee), the proposed basic 

MQP Fee is $35,000 and the basic MQP 

Fee and supplemental MQP Fee when 

combined may not exceed $70,000 (also 

twice the basic MQP Fee). Other than 

the MQP Fee, no other changes are 

proposed in this filing. 

The Exchange has discussed the 

structure and implementation of the 

Program with potential MQP Companies 

and MQP Market Makers. The Exchange 

believes that the proposal will help to 

incentivize MQP Companies to list ETF 

products, and MQP Market Makers to 

make quality markets through the MQP 

Program. The Exchange believes that its 

proposal, which would encourage 

Program implementation, will be 

beneficial to the market and market 

participants. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder, including the requirements 

of Section 6(b) of the Act.12 In 

particular, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 13 requirements that 

the rules of an exchange be designed to 

promote just and equitable principles of 

trade, to prevent fraudulent and 

manipulative acts, to foster cooperation 

and coordination with persons engaged 

in facilitating transactions in securities, 

to remove impediments to and to perfect 

the mechanism for a free and open 

market and a national market system, 

and, in general, to protect investors and 

the public interest. The Exchange 

believes that its proposal to decrease the 

MQP Fee is wholly consistent with the 

Act and promotes the implementation 

and use of the MQP. 

The goal of the MQP—to incentivize 

members to make high-quality, liquid 

markets—supports the primary goal of 

the Act to promote the development of 

a resilient and efficient national market 

system. The primary goal of the Act 

includes multiple policies such as price 

discovery, order interaction, and 

competition among orders and markets. 

The MQP as amended promotes all of 

these policies and will enhance quote 

competition, improve NASDAQ 

liquidity, support the quality of price 

discovery, promote market transparency 

and increase competition for listings 

and trade executions while reducing 

spreads and transaction costs. 

Maintaining and increasing liquidity in 

exchange-listed securities executed on a 

registered exchange will help raise 

investors’ confidence in the fairness of 

the market and their transactions. 

Improving liquidity in this manner is 

particularly important with respect to 

ETFs and low-volume securities, as 

noted by the Joint CFTC/SEC Advisory 

Commission on Emerging Regulatory 

Issues.14

Each aspect of the MQP as amended 

adheres to and supports the Act. The 

Program promotes the equitable 

allocation of fees and dues among 

issuers. The MQP is completely 

voluntary in that it will provide an 

additional means by which issuers may 

relate to the Exchange without 

modifying the existing listing options. 

Issuers can supplement the standard 

listing fees (which have already been 

determined to be consistent with the 

Act) with those of the MQP (which are 

consistent with the Act as well). While 

the MQP will result in higher overall 

fees for issuers that choose to 

participate, the Exchange notes that the 

MQP Fee (both basic and supplemental) 

for participation in the Program is 

decidedly lower and would enable the 

issuers to receive significant benefits for 

participating, including greater 

liquidity, and lower transaction costs for 

their investors.15

The MQP as amended also represents 

an equitable allocation of fees and dues 

among Market Makers. Again, the MQP 

is completely voluntary with respect to 

Market Maker participation in that it 

will provide an additional means by 

which members may qualify for a credit, 

without eliminating any of the existing 

means of qualifying for incentives on 

the Exchange. Currently, NASDAQ and 

other exchanges use multiple fee 

arrangements to incentivize Market 

Makers to maintain high quality markets 

or to improve the quality of executions, 

including various payment for order 

flow arrangements, liquidity provider 

credits, and NASDAQ’s Investor 

Support Program (set forth in NASDAQ 

Rule 7014). Market Makers that choose 

to undertake increased burdens 

pursuant to the MQP will be rewarded 

with increased credits; those that do not 

undertake such burdens will receive no 

added benefit. As with issuers, Market 

Makers that choose to participate in the 

MQP will be permitted to withdraw 

from it after an initial commitment if 

they determine that the burdens 

imposed by the MQP outweigh the 

benefits provided. 

Additionally, the MQP as amended 

reflects an equitable allocation of MQP 

Credits among Market Makers that 

choose to participate and fulfill the 

obligations imposed by the rule. If one 

Market Maker fulfills those obligations, 

the MQP Credit will be distributed by 

NASDAQ to that Market Maker out of 

the General Fund; and if multiple 

Market Makers satisfy the standard, the 

MQP Credit will be distributed pro rata 

among them. In other words, all of the 


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17128 Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices 

16NASDAQ notes that, as discussed, the 

proposed paid for market making system has been 

used successfully for years on NASDAQ Nordic’s 

First North market and has been beneficial to 

market participants including investors and listing 

companies (issuers) that have experienced market 

quality and liquidity with narrowed spreads. 17 15 U.S.C. 78s(b)(3)(A)(ii). 

benefit of the MQP Credits will flow to 

high-performing Market Makers, 

provided that at least one Market Maker 

fulfills the obligations under the 

proposed rule. 

The MQP as amended is designed to 

avoid unfair discrimination among 

Market Makers and issuers. The 

proposed rule contains objective, 

measurable (universal) standards that 

NASDAQ will apply with care. These 

standards will be applied equally to 

ensure that similarly situated parties are 

treated similarly. This is equally true for 

inclusion of issuers and Market Makers, 

withdrawal of issuers and Market 

Makers, and termination of eligibility 

for the MQP. The standards are carefully 

constructed to protect the rights of all 

parties wishing to participate in the 

Program by providing notice of 

requirements and a description of the 

selection process. NASDAQ will apply 

these standards with the same care and 

experience with which it applies the 

many similar rules and standards in 

NASDAQ’s rule manuals. The MQP Fee 

as amended and the credit to Market 

Makers will be applied uniformly to all 

in the Program that maintain Program 

standards. 

NASDAQ notes that it operates in a 

highly competitive market in which 

market participants can readily favor 

competing venues if they deem fee 

levels at a particular venue to be 

excessive, or rebate opportunities 

available at other venues to be more 

favorable. In such an environment, 

NASDAQ must continually adjust its 

fees and program offerings to remain 

competitive with other exchanges and 

with alternative trading systems that 

have been exempted from compliance 

with the statutory standards applicable 

to exchanges. NASDAQ believes that all 

aspects of the proposed rule change 

reflect this competitive environment 

because the MQP is designed to increase 

the credits provided to members that 

enhance NASDAQ’s market quality.16

The proposal to lower the MQP Fee is 

commensurate with the goals of the Act, 

in compliance with the Act, and raises 

no new issues that have not already 

been discussed. The proposal is noncontroversial in nature. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

NASDAQ does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

To the contrary, NASDAQ believes that 

its proposal is pro-competitive in that it 

will incentivize the use of the MQP and 

increase competition in both the listings 

market and in the transaction services 

market. This proposal, like the MQP, 

will promote competition in the listings 

market by advancing NASDAQ’s 

reputation as an exchange that works 

tirelessly to develop a better market for 

all issuers, and for partnering with 

issuers to improve the quality of trading 

on NASDAQ. In fact, this proposal, and 

the MQP itself, is a response to the 

competition provided by other markets 

that have developed competing 

programs, including NYSE Arca and 

BATS. 

The MQP as amended promotes 

competition in the transaction services 

market by creating incentives for market 

makers to make better quality markets. 

As market makers strive to attain the 

quality standards established by the 

MQP, the quality of NASDAQ’s quotes 

will improve. This, in turn, will attract 

more liquidity to NASDAQ and further 

improve the quality of trading of MQP 

stocks. Market quality and liquidity is 

paramount to NASDAQ, as also to other 

exchanges. As discussed, competing 

markets have created incentives of their 

own to improve the quality of their 

markets and to attract liquidity to their 

markets. 

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 

Pursuant to Section 19(b)(3)(A)(ii) of 

the Act,17 the Exchange has designated 

this proposal as establishing or changing 

a due, fee, or other charge imposed on 

any person, whether or not the person 

is a member of the self-regulatory 

organization, which renders the 

proposed rule change effective upon 

filing. 

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– 

NASDAQ–2015–025 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–2015–025. 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 the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2015–025 and should be 

submitted on or before April 21, 2015. 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices 17129 

18 17 CFR 200.30–3(a)(12). 

1Currently the Trust consists of the following 

Funds: ETFS Zacks Earnings Large-Cap U.S. Index 

Fund, ETFS Zacks Earnings Small-Cap U.S. Index 

Fund, ETFS Diversified-Factor Large Cap U.S. Index 

Fund, and the ETFS Diversified-Factor Developed 

Europe Index Fund (the ‘‘Initial Fund(s)’’). 

2Future Funds may be operated as a masterfeeder structure pursuant to section 12(d)(1)(E) of 

the Act. In such a structure, certain Funds (each, 

a ‘‘Feeder Fund’’) may invest substantially all of 

their assets in a Fund (a ‘‘Master Fund’’) pursuant 

to section 12(d)(1)(E) of the Act. No Feeder Fund 

will engage any sub-advisers other than through 

approving the engagement of one or more of the 

Master Fund’s sub-advisers. 

3The term ‘‘Adviser’’ includes (1) ETF Securities, 

and (2) any entity controlling, controlled by or 

under common control with, ETF Securities or its 

successors that serves as investment adviser to the 

Funds. For purposes of the requested order, 

‘‘successor’’ is limited to an entity that results from 

a reorganization into another jurisdiction or a 

change in the type of business organization. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07260 Filed 3–30–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–335, OMB Control No. 

3235–0381] 

Submission for OMB Review; 

Comment Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736. 

Extension: 

Form 40–F. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Form 40–F (17 CFR 249.240f) is used 

by certain Canadian issuers to register a 

class of securities pursuant to Section 

12(b) or (g) of the Securities Exchange 

Act of 1934 (‘‘Exchange Act’’)(15 U.S.C. 

78l) or as an annual report pursuant to 

Section 13(a) or 15(d) of the Exchange 

Act (15 U.S.C. 78m(a) or 78o(d)). The 

information required in the Form 40–F 

is used by investors in making 

investment decisions with respect to the 

securities of such Canadian companies. 

We estimate that Form 40–F takes 

approximately 429.93 hours per 

response and is filed by approximately 

160 respondents. We estimate that 25% 

of the 429.93 hours per response (107.48 

hours) is prepared by the issuer for a 

total reporting burden of 17,197 (107.48 

hours per response × 160 responses). 

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 

control number. 

The public may view the background 

documentation for this information 

collection at the following Web site, 

www.reginfo.gov . Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 20549 

or send an email to: PRA_Mailbox@

sec.gov. Comments must be submitted to 

OMB within 30 days of this notice. 

Dated: March 25, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07253 Filed 3–30–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31511; File No. 812–14346] 

ETFS Trust and ETF Securities 

Advisors, LLC; Notice of Application 

March 25, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from section 15(a) of the Act and rule 

18f–2 under the Act, as well as from 

certain disclosure requirements. 

Summary of Application: Applicants 

request an order that would permit them 

to enter into and materially amend 

subadvisory agreements with WhollyOwned Sub-Advisers (as defined below) 

and non-affiliated sub-advisers without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

Applicants: ETFS Trust (the ‘‘Trust’’) 

and ETF Securities Advisors LLC (the 

‘‘Adviser’’). 

DATES: Filing Dates: The application was 

filed on August 13, 2014 and amended 

on December 2, 2014 and February 12, 

2015. 

Hearing or Notification of Hearing: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on April 17, 2015, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants, ETFS Trust, 48 Wall Street, 

New York, New York 10005. 

FOR FURTHER INFORMATION CONTACT: 

Barbara T. Heussler, Senior Counsel, at 

(202) 551–6990, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Trust is organized as a 

Delaware statutory trust and is 

registered with the Commission as an 

open-end management investment 

company under the Act. The Trust 

currently offers four series of shares and 

may offer additional series of shares in 

the future (each, a ‘‘Fund’’ and 

collectively the ‘‘Funds’’),1 each with its 

own distinct investment objective, 

policy and restrictions. Each Fund will 

operate as an exchange-traded fund.2

ETF Securities is a Delaware limited 

liability company and is registered with 

the Commission as an investment 

adviser under the Investment Advisers 

Act of 1940 (the ‘‘Advisers Act’’). 

2. Applicants request an order to 

permit the Adviser,3 subject to the 


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