32826 Federal Register / Vol. 75, No. 110 / Wednesday, June 9, 2010 / Notices 

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

2 17 CFR 240.19b–4. 

pursuant to the advisory agreement of 

any investment company in which the 

Fund may invest. 

Applicants’ Legal Analysis: 

1. Section 12(d)(1)(A) of the Act 

provides that no registered investment 

company (‘‘acquiring company’’) may 

acquire securities of another investment 

company (‘‘acquired company’’) if such 

securities represent more than 3% of the 

acquired company’s outstanding voting 

stock or more than 5% of the acquiring 

company’s total assets, or if such 

securities, together with the securities of 

other investment companies, represent 

more than 10% of the acquiring 

company’s total assets. Section 

12(d)(1)(B) of the Act provides that no 

registered open-end investment 

company may sell its securities to 

another investment company if the sale 

will cause the acquiring company to 

own more than 3% of the acquired 

company’s voting stock, or cause more 

than 10% of the acquired company’s 

voting stock to be owned by investment 

companies and companies controlled by 

them. 

2. Section 12(d)(1)(G) of the Act 

provides that section 12(d)(1) will not 

apply to securities of an acquired 

company purchased by an acquiring 

company if: (a) The acquired company 

and acquiring company are part of the 

same group of investment companies; 

(b) the acquiring company holds only 

securities of acquired companies that 

are part of the same group of investment 

companies, government securities, and 

short-term paper; (c) the aggregate sales 

loads and distribution-related fees of the 

acquiring company and the acquired 

company are not excessive under rules 

adopted pursuant to section 22(b) or 

section 22(c) of the Act by a securities 

association registered under section 15A 

of the Exchange Act or by the 

Commission; and (d) the acquired 

company has a policy that prohibits it 

from acquiring securities of registered 

open-end investment companies or 

registered unit investment trusts in 

reliance on section 12(d)(1)(F) or (G) of 

the Act. 

3. Rule 12d1–2 under the Act permits 

a registered open-end investment 

company or a registered unit investment 

trust that relies on section 12(d)(1)(G) of 

the Act to acquire, in addition to 

securities issued by another registered 

investment company in the same group 

of investment companies, government 

securities, and short-term paper: (a) 

Securities issued by an investment 

company that is not in the same group 

of investment companies, when the 

acquisition is in reliance on section 

12(d)(1)(A) or 12(d)(1)(F) of the Act; (b) 

securities (other than securities issued 

by an investment company); and (c) 

securities issued by a money market 

fund, when the investment is in reliance 

on rule 12d1–1 under the Act. For the 

purposes of rule 12d1–2, ‘‘securities’’ 

means any security as defined in section 

2(a)(36) of the Act. 

4. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security, or transaction from any 

provision of the Act, or from any rule 

under the Act, if such exemption is 

necessary or appropriate in the public 

interest and consistent with the 

protection of investors and the purposes 

fairly intended by the policies and 

provisions of the Act. 

5. Applicants state that the proposed 

arrangement would comply with the 

provisions of rule 12d1–2 under the Act, 

but for the fact that the Funds of Funds 

may invest a portion of their assets in 

Other Investments. Applicants request 

an order under section 6(c) of the Act 

for an exemption from rule 12d1–2(a) to 

allow the Funds of Funds to invest in 

Other Investments. Applicants assert 

that permitting the Funds of Funds to 

invest in Other Investments as described 

in the application would not raise any 

of the concerns that the requirements of 

section 12(d)(1) were designed to 

address. 

Applicants’ Condition 

Applicants agree that the order 

granting the requested relief will be 

subject to the following condition: 

Applicants will comply with all 

provisions of rule 12d1–2 under the Act, 

except for paragraph (a)(2) to the extent 

that it restricts any Fund of Funds from 

investing in Other Investments as 

described in the application. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–13822 Filed 6–8–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62196; File No. SR–Phlx– 

2010–73] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX, Inc.; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change Relating to 

Rebates for Adding and Fees for 

Removing Liquidity 

June 1, 2010. 

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 May 20, 

2010, NASDAQ OMX PHLX, Inc. 

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

Securities and Exchange Commission 

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

rule change as described in Items I, II, 

and III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

Exchange’s Fee Schedule to increase the 

number of options to be included in the 

Exchange’s current rebates for adding, 

and fees for removing, liquidity. In 

addition, the Exchange proposes to 

clarify its rebates for adding and fees for 

removing liquidity, specifically the 

applicability of fees to electronic 

auctions. 

While changes to the Fee Schedule 

pursuant to this proposal are effective 

upon filing, the Exchange has 

designated these changes to be operative 

for transactions settling on or after June 

1, 2010. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaqtrader.com/ 

micro.aspx?id=PHLXfilings, at the 

principal office of the Exchange, at the 

Commission’s Public Reference Room, 

and on the Commission’s Web site at 

http://www.sec.gov. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is [sic] The Exchange proposes 

to increase liquidity and to attract order 


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Federal Register / Vol. 75, No. 110 / Wednesday, June 9, 2010 / Notices 32827 

3The fees and rebates for adding and removing 

liquidity are applicable to executions in options 

overlying AA, AAPL, AIG, ALL, AMD, AMR, 

AMZN, BAC, BRCD, C, CAT, CSCO, DELL, DIA, 

DRYS, EK, F, FAS, FAZ, GDX, GE, GLD, GS, IBM, 

INTC, IWM, JPM, LVS, MGM, MSFT, MU, NEM, 

NOK, PALM, PFE, POT, QCOM, QQQQ, RIMM, 

SBUX, SIRI, SKF, SLV, SMH, SNDK, SPY, T, TZA, 

UAUA, UNG, USO, UYG, VZ, WYNN, X and XLF 

(‘‘Symbols’’). 

4A ROT includes a SQT, a RSQT and a Non-SQT, 

which by definition is neither a SQT or a RSQT. 

See Exchange Rule 1014 (b)(i) and (ii). 

5An SQT is an Exchange Registered Options 

Trader (‘‘ROT’’) who has received permission from 

the Exchange to generate and submit option 

quotations electronically through an electronic 

interface with AUTOM via an Exchange approved 

proprietary electronic quoting device in eligible 

options to which such SQT is assigned. See 

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

6An RSQT is an ROT that is a member or member 

organization with no physical trading floor 

presence who has received permission from the 

Exchange to generate and submit option quotations 

electronically through AUTOM in eligible options 

to which such RSQT has been assigned. An RSQT 

may only submit such quotations electronically 

from off the floor of the Exchange. See Exchange 

Rule 1014(b)(ii)(B). 

7This applies to all customer orders, directed and 

non-directed. 

8For purposes of the fees and rebates related to 

adding and removing liquidity, a Directed 

Participant is a Specialist, SQT, or RSQT that 

executes a customer order that is directed to them 

by an Order Flow Provider and is executed 

electronically on PHLX XL II. 

9See Exchange Rule 1080(l), ‘‘* * * The term 

‘Directed Specialist, RSQT, or SQT’ means a 

specialist, RSQT, or SQT that receives a Directed 

Order.’’ A Directed Participant has a higher quoting 

requirement as compared with a specialist, SQT or 

RSQT who is not acting as a Directed Participant. 

See Exchange Rule 1014. 

10The Exchange defines a ‘‘professional’’ as any 

person or entity that (i) is not a broker or dealer in 

securities, and (ii) places more than 390 orders in 

listed options per day on average during a calendar 

month for its own beneficial account(s) (hereinafter 

‘‘Professional’’). See Exchange Rule 1000(b)(14). 

11The Exchange is unable to calculate the rebates 

for Specialists, ROTs, including SQTs and RSQTs, 

in an electronic auction. 

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

13 15 U.S.C. 78f(b)(4). 

flow by increasing the number of 

options to be included in the Exchange’s 

current rebates for adding and fees for 

removing liquidity. 

Specifically, the Exchange proposes to 

add the following twenty-five options: 

Ambac Financial Group, Inc. (‘‘ABK’’), 

Barrick Gold Corporation (‘‘ABX’’), 

Ariad Pharmaceuticals, Inc. (‘‘ARIA’’), 

American Express Company (‘‘AXP’’), 

Ciena Corp. (‘‘CIEN’’), Star Scientific, 

Inc. (‘‘CIGX’’), Dendreon Corp. 

(‘‘DNDN’’), eBay Inc. (‘‘EBAY’’), Corning 

Inc. (‘‘GLW’’), Halliburton Company 

(‘‘HAL’’), iShares Dow Jones US Real 

Estate (‘‘IYR’’), Motorola, Inc., (‘‘MOT’’), 

NVIDIA Corporation (‘‘NVDA’’), ON 

Semiconductor Corp. (‘‘ONNN’’), Oracle 

Corp. (‘‘ORCL’’), ProShares UltraShort, 

QQQ (‘‘QID’’), Transocean Ltd. (‘‘RIG’’), 

Rambus, Inc. (‘‘RMBS’’), ProShares 

UltraShort S&P500 (‘‘SDS’’), ProShares 

UltraShort 20+ Year Treasury (‘‘TBT’’), 

Visa, Inc. (‘‘V’’), Vale S.A. (‘‘VALE’’), 

SPDR S&P Homebuilders (‘‘XHB’’), 

Xerox Corp. (‘‘XRX’’), Yahoo! Inc. 

(‘‘YHOO’’) collectively (‘‘the options’’). 

The options would be subject to the 

rebates for adding and fees for removing 

liquidity. 

The Exchange currently assesses a 

per-contract transaction charge in 

various select symbols 3 (the ‘‘select 

Symbols’’) on six different categories of 

market participants that submit orders 

and/or quotes that ‘‘take,’’ liquidity from 

the Exchange: (i) Specialists, Registered 

Options Traders (‘‘ROTs’’),4 Streaming 

Quote Traders (‘‘SQTs’’) 5 and Remote 

Streaming Quote Traders (‘‘RSQTs’’); 6

(ii) customers; 7 (iii) specialists, SQTs 

and RSQTs that receive Directed Orders 

(‘‘Directed Participants’’ 8 or ‘‘Directed 

Specialists, RSQTs, or SQTs’’ 9); (iv) 

Firms; (v) broker-dealers; and (vi) 

Professionals.10 The current percontract transaction charge depends on 

the category of market participant 

submit orders and/or quotes that ‘‘take,’’ 

liquidity from the Exchange. 

The Exchange also currently assesses 

a per-contract rebate of transaction 

charges for orders or quotations that add 

liquidity in the select Symbols. The 

amount of the rebate depends on the 

category of participant whose order or 

quote was executed as part of the Phlx 

Best Bid and Offer. The Exchange 

proposes to add the twenty-five 

additional options to the list of select 

Symbols applicable to the rebates for 

adding and fees for removing liquidity. 

The Exchange also proposes to clarify 

its rebates for adding and fees for 

removing liquidity, specifically the 

applicability of fees to electronic 

auctions. Currently, the Exchange 

describes the applicability of rebates for 

adding liquidity and fees for removing 

liquidity, in an electronic auction, as 

follows: ‘‘Customer, Professional, 

Directed Participant and Specialist, 

ROT, SQT and RSQT fees for removing 

liquidity will not apply to transactions 

resulting from electronic auctions. 

Electronic auctions include, without 

limitation, the Complex Order Live 

Auction (‘‘COLA’’), and Quote and 

Market Exhaust auctions. Firm and 

Broker-Dealer fees for removing 

liquidity will, however apply to 

transactions resulting from electronic 

auctions.’’ The Exchange proposes to 

make clear that a Specialist, ROT, 

including an SQT and RSQT, would not 

receive a rebate for adding liquidity in 

an electronic auction.11 The Exchange 

proposes to add language to the Fee 

Schedule to clarify the applicability of 

rebates for adding liquidity in an 

electronic auction. 

While changes to the Fee Schedule 

pursuant to this proposal are effective 

upon filing, the Exchange has 

designated these changes to be operative 

for transactions settling on or after June 

1, 2010. 

2. Statutory Basis 

The Exchange believes that its 

proposal to amend its Fee Schedule is 

consistent with Section 6(b) of the Act 12

in general, and furthers the objectives of 

Section 6(b)(4) of the Act 13 in 

particular, in that it is an equitable 

allocation of reasonable fees and other 

charges among Exchange members. The 

Exchange believes that the addition of 

the options to the rebates for adding and 

fees for removing liquidity is reasonable 

and equitable in that it will apply to all 

categories of participants in the same 

manner. The fees which are currently 

applicable to each market participant 

will continue to apply to the select 

Symbols. 

The Exchange believes that clarifying 

the applicability of the rebates for 

adding liquidity in an electronic auction 

is reasonable because it clearly states 

when the rebate is applicable to certain 

transactions. The Exchange also believes 

that the clarification is equitable 

because it makes clear what fees will be 

assessed to Specialists, ROTs, including 

SQTs and RSQTs, in an electronic 

auction. Currently, Specialists, ROTs, 

including SQTs and RSQTs, do not 

receive rebates for adding liquidity in an 

electronic auction. The Exchange’s 

proposal would add language to the Fee 

Schedule to state that with respect to 

electronic auctions, Specialists and 

ROTs would not receive a rebate, which 

language is consistent with the 

Exchange’s current practice. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 


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32828 Federal Register / Vol. 75, No. 110 / Wednesday, June 9, 2010 / Notices 

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

15 17 CFR 240.19b–4(f)(2). 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 61954 

(April 21, 2010), 75 FR 22663 (‘‘Notice’’). 

4Commentary .02 to NYSE Arca Equities Rule 

8.200 applies to Trust Issued Receipts that invest 

in ‘‘Financial Instruments.’’ The term ‘‘Financial 

Instruments,’’ as defined in Commentary .02(b)(4) to 

NYSE Arca Equities Rule 8.200, means any 

combination of investments, including cash; 

securities; options on securities and indices; futures 

contracts; options on futures contracts; forward 

contracts; equity caps, collars and floors; and swap 

agreements. 

5See Amendment No. 3 to the Registration 

Statement on Form S–1 for the Trust, dated March 

29, 2010 (File No. 333–162033) (‘‘Registration 

Statement’’). 

6Corn Futures Contracts traded on CBOT expire 

on a specified day in five different months: March, 

May, July, September, and December. In terms of 

the Benchmark, in June of a given year, the nextto-expire or ‘‘spot month’’ Corn Futures Contract 

will expire in July of that year, and the Benchmark 

Component Futures Contracts will be the contracts 

expiring in September of that year (the second-toexpire contract), December of that year (the thirdto-expire contract), and December of the following 

year. In November of a given year, the Benchmark 

Component Futures Contracts will be the contracts 

expiring in March, May, and December of the 

following year. 

7Corn futures volume on CBOT for 2008 and 

2009 (through November 30, 2009) was 59,934,739 

contracts and 47,754,866 contracts, respectively. As 

of March 16, 2010, CBOT open interest for corn 

futures was 1,118,103 contracts, and open interest 

for near-month futures was 447,554 contracts. The 

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

paragraph (f)(2) of Rule 19b–4 15

thereunder. At any time within 60 days 

of the filing of the proposed rule change, 

the Commission may summarily 

abrogate such rule change if it appears 

to the Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–Phlx–2010–73 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–Phlx–2010–73. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of 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 

publicly available. All submissions 

should refer to File Number SR–Phlx– 

2010–73 and should be submitted on or 

before June 30, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–13827 Filed 6–8–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62213; File No. SR– 

NYSEArca–2010–22] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting Approval of 

Proposed Rule Change Relating to 

Listing of the Teucrium Corn Fund 

June 3, 2010. 

I. Introduction 

On March 31, 2010, NYSE Arca, Inc. 

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

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to list and trade shares of the 

Teucrium Corn Fund under NYSE Arca 

Equities Rule 8.200. The proposed rule 

change was published for comment in 

the Federal Register on April 29, 2010.3

The Commission received no comments 

on the proposal. This order grants 

approval of the proposed rule change. 

II. Description of the Proposal 

The Exchange proposes to list and 

trade shares (‘‘Shares’’) of the Teucrium 

Corn Fund (‘‘Fund’’) pursuant to NYSE 

Arca Equities Rule 8.200. NYSE Arca 

Equities Rule 8.200, Commentary .02, 

permits the trading of Trust Issued 

Receipts either by listing or pursuant to 

unlisted trading privileges.4

The Shares represent beneficial 

ownership interests in the Fund, which 

is a commodity pool that is a series of 

the Teucrium Commodity Trust 

(‘‘Trust’’), a Delaware statutory trust.5

The Fund is managed and controlled by 

Teucrium Trading, LLC (‘‘Sponsor’’). 

The Sponsor is a Delaware limited 

liability company that is registered as a 

commodity pool operator with the 

Commodity Futures Trading 

Commission (‘‘CFTC’’) and is a member 

of the National Futures Association. 

The investment objective of the Fund 

is to have the daily changes in 

percentage terms of the Fund’s net asset 

value (‘‘NAV’’) per Share reflect the 

daily changes in percentage terms of a 

weighted average of the closing 

settlement prices for three futures 

contracts for corn (‘‘Corn Futures 

Contracts’’) that are traded on the 

Chicago Board of Trade (‘‘CBOT’’): (1) 

The second-to-expire CBOT Corn 

Futures Contract, weighted 35%; (2) the 

third-to-expire CBOT Corn Futures 

Contract, weighted 30%; and (3) the 

CBOT Corn Futures Contract expiring in 

the December following the expiration 

month of the third-to-expire contract, 

weighted 35%, less the Fund’s 

expenses. This weighted average of the 

three referenced Corn Futures Contracts 

is referred to herein as the ‘‘Benchmark,’’ 

and the three Corn Futures Contracts 

that at any given time make up the 

Benchmark are referred to herein as the 

‘‘Benchmark Component Futures 

Contracts.’’ 6

The Fund seeks to achieve its 

investment objective by investing under 

normal market conditions in Benchmark 

Component Futures Contracts or, in 

certain circumstances, in other Corn 

Futures Contracts traded on CBOT or on 

foreign exchanges.7 In addition, and to 


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