5798 Federal Register / Vol. 81, No. 22 / Wednesday, February 3, 2016 / Notices 

10 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 68158 

(Nov. 5, 2012), 77 FR 67412 (Nov. 9, 2012) (SR– 

NYSEArca–2012–101) (‘‘Prior Order’’). See also 

Securities Exchange Act Release No. 67881 (Sept. 

18, 2012), 77 FR 58889 (Sept. 24, 2012) (SR– 

NYSEArca–2012–101) (‘‘Prior Notice,’’ and together 

with the Prior Order, the ‘‘Prior Release’’). 

5The Trust is registered under the Investment 

Company Act of 1940 (15 U.S.C. 80a–1) (‘‘1940 

Act’’). The Trust intends to file a prospectus 

supplement with the Commission or a post-effective 

amendment to its registration statement on Form N– 

1A under the Securities Act of 1933 (15 U.S.C. 77a) 

(‘‘Securities Act’’), and under the 1940 Act relating 

to the Fund (File Nos. 333–147622 and 811–22148) 

(‘‘Registration Statement’’) to reflect the changes 

requested in the proposed rule change upon 

effectiveness of the rule change. The description of 

the operation of the Trust and the Fund herein will 

be reflected in any such filing. In addition, the 

Commission has issued an order granting certain 

exemptive relief to the Trust under the1940 Act. 

See Investment Company Act Release No. 28171 

(Feb. 27, 2008) (File No. 812–13386) (‘‘Exemptive 

Order’’). 

6The changes described herein will be effective 

contingent upon filing of a prospectus supplement 

or upon effectiveness of the Trust’s most recent 

post-effective amendment to its Registration 

Statement. See note 5, supra. The Adviser 

represents that the Adviser will not implement the 

changes described herein until the instant proposed 

rule change is operative. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–01925 Filed 2–2–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–76981; File No. SR– 

NYSEArca–2016–20] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Reflect Changes to 

the Investment Strategy for the 

PowerShares S&P 500® Downside 

Hedged Portfolio 

January 28, 2016. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on January 

26, 2016, NYSE Arca, Inc. (the 

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

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. 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 a rule change 

to reflect changes to the investment 

strategy for the PowerShares S&P 500®

Downside Hedged Portfolio (the 

‘‘Fund’’). The proposed rule change is 

available on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Commission previously approved 

listing and trading on the Exchange of 

shares (‘‘Shares’’) of the Fund, a series 

of the PowerShares Actively Managed 

Exchange-Traded Fund Trust (the 

‘‘Trust’’),4 under NYSE Arca Equities 

Rule 8.600, which governs the listing 

and trading of Managed Fund Shares. 

Shares of the Fund have commenced 

listing and trading on the Exchange. 

The Shares are offered by the Trust, 

a statutory trust organized under the 

laws of the State of Delaware and 

registered with the Commission as an 

open-end management investment 

company.5 The investment advisor to 

the Fund is Invesco PowerShares 

Capital Management LLC (the 

‘‘Adviser’’). 

In this proposed rule change, the 

Exchange proposes to reflect changes to 

the investment strategy that the Adviser 

utilizes in seeking to achieve the Fund’s 

investment objective, as described 

below.6

The Prior Release stated that, 

according to the Registration Statement, 

the Fund is an actively managed 

exchange-traded fund that will seek to 

achieve positive total returns in rising or 

falling markets that are not directly 

correlated to broad equity or fixed 

income market returns. According to the 

Registration Statement, the Fund seeks 

to achieve its investment objective by 

using a quantitative, rules-based 

investment strategy designed to provide 

returns that correspond to the 

performance of the S&P 500 Dynamic 

VEQTOR Index (the ‘‘Benchmark’’). The 

Registration Statement also stated that 

the allocation among the Fund’s 

investments generally will approximate 

the allocation among the components of 

the Benchmark. 

The Adviser now represents that, 

rather than employing a quantitative, 

rules-based strategy designed to provide 

returns that correspond to the 

performance of the Benchmark, the 

Fund will use a quantitative, rulesbased strategy that is designed to 

outperform the Benchmark rather than 

match it. 

The Adviser will continue to invest 

the Fund in the same instruments as are 

contained in the Benchmark, as 

discussed in the Prior Release. However, 

the Adviser now represents that the 

Fund will use portfolio management 

strategies in seeking to achieve its 

investment objective that allocate the 

Fund’s assets in a manner that may not 

correspond to the Benchmark. The 

Adviser also now represents that, going 

forward, the Fund will seek to 

outperform the Benchmark rather than 

match it. 

The Exchange notes that the Prior 

Release stated that, according to the 

Registration Statement, the Fund may 

invest a portion of its assets in highquality money market instruments, 

cash, and cash equivalents to provide 

liquidity, to collateralize its futures 

contracts investments, or to track the 

Benchmark during times when the 

Benchmark moves its entire allocation 

to cash. The Exchange also proposes to 

change this representation to state that 

the Fund may invest a portion of its 

assets in high-quality money market 

instruments, cash, and cash equivalents 

to provide liquidity, to collateralize its 

futures contracts investments, or during 

periods of heightened volatility when 

the Adviser believes that it is in the best 

interest of the Fund to do so. Because 

the Fund, going forward, would seek to 

outperform rather than match the 

Benchmark, the Fund would no longer 

utilize high quality money market 

instruments, cash and cash equivalents 

for the purpose of tracking the 

Benchmark. 

The Adviser represents that there is 

no change to the Fund’s investment 

objective. The Fund will continue to 

invest in the securities and financial 

instruments identified in the Prior 

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Federal Register / Vol. 81, No. 22 / Wednesday, February 3, 2016 / Notices 5799 

7 15 U.S.C. 78f(b)(5). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

Release and will remain subject to the 

allocation limitations identified in the 

Prior Release. 

Except for the changes noted above, 

all other facts presented and 

representations made in the Prior 

Release are unchanged. 

The Fund will continue to comply 

with all initial and continued listing 

requirements under NYSE Arca Equities 

Rule 8.600. 

All terms referenced but not defined 

herein are defined in the Prior Release. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 7 that an exchange 

have rules that are designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to remove 

impediments to, and perfect the 

mechanism of a free and open market 

and, in general, to protect investors and 

the public interest. 

The Exchange believes that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices. The proposed 

changes to the representations 

contained in the Prior Release are 

limited in scope. The Adviser is 

changing the representation in the Prior 

Release that the Fund will employ a 

quantitative, rules-based strategy 

designed to provide returns that 

correspond to the performance of the 

Benchmark, to a representation that the 

Fund will use a quantitative, rulesbased strategy that is designed to 

outperform the Benchmark rather than 

seek returns comparable to it. 

The Adviser represents that there is 

no change to the Fund’s investment 

objective or to the securities and 

financial instruments identified in the 

Prior Release that the Fund utilizes in 

seeking to achieve its investment 

objective. The Fund’s use of such 

securities and financial instruments will 

remain subject to the applicable 

allocation limitations identified in the 

Prior Release. The Fund will continue to 

comply with all initial and continued 

listing requirements under NYSE Arca 

Equities Rule 8.600. 

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 Adviser 

represents that there is no change to the 

Fund’s investment objective. The 

Adviser represents that the allocation of 

the Fund’s portfolio will remain 

consistent with the allocation 

limitations discussed in the Prior 

Release, and that the Fund may invest 

in the same instruments as are 

contained in the Benchmark, as 

discussed in the Prior Release. However, 

the Adviser now represents that the 

Fund will use portfolio management 

strategies in seeking to achieve its 

investment objective that allocate the 

Fund’s assets in a manner that may not 

correspond to the Benchmark. The 

Adviser also now represents that, going 

forward, the Fund will seek to 

outperform the Benchmark rather than 

match it. 

As noted above, the Prior Release 

stated that, according to the Registration 

Statement, the Fund may invest a 

portion of its assets in high-quality 

money market instruments, cash, and 

cash equivalents to provide liquidity, to 

collateralize its futures contracts 

investments, or to track the Benchmark 

during times when the Benchmark 

moves its entire allocation to cash. The 

Exchange also proposes to change this 

representation to state that the Fund 

may invest a portion of its assets in 

high-quality money market instruments, 

cash, and cash equivalents to provide 

liquidity, to collateralize its futures 

contracts investments, or during periods 

of heightened volatility when the 

Adviser believes that it is in the best 

interest of the Fund to do so. 

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 

the Fund will continue to comply with 

all initial and continued listing 

requirements under NYSE Arca Equities 

Rule 8.600. The proposed rule change 

will permit the Fund to operate in a 

manner similar to other issues of 

Managed Fund Shares that seek to 

outperform an index and will permit 

continued listing on the Exchange of the 

Fund after it begins to utilize the 

quantitative, rules-based strategy 

designed to outperform the Benchmark, 

which will enhance competition among 

issues of Managed Fund Shares 

currently trading on the Exchange. 

Except for the changes noted above, all 

other representations made in the Prior 

Release are unchanged. 

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 

proposed change will permit the Fund 

to operate in a manner similar to other 

issues of Managed Fund Shares that 

seek to outperform an index and will 

permit continued listing on the 

Exchange of the Fund after it begins to 

utilize the quantitative, rules-based 

strategy designed to outperform the 

Benchmark, which will enhance 

competition among issues of Managed 

Fund Shares. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 8 and Rule 19b–4(f)(6) 

thereunder.9

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may temporarily suspend 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 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 

mstockstill on DSK4VPTVN1PROD with NOTICES

5800 Federal Register / Vol. 81, No. 22 / Wednesday, February 3, 2016 / Notices 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The ORF also applies to customer-range 

transactions executed during Extended Trading 

Hours. 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2016–20 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2016–20. 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 will also 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– 

NYSEArca–2016–20 and should be 

submitted on or before February 24, 

2016. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–01922 Filed 2–2–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–76993; File No. SR–CBOE– 

2016–004] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Relating to the Options 

Regulatory Fee 

January 28, 2016. 

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 January 

14, 2016, Chicago Board Options 

Exchange, Incorporated (the ‘‘Exchange’’ 

or ‘‘CBOE’’) filed with the Securities 

and Exchange Commission (the 

‘‘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 

Chicago Board Options Exchange, 

Incorporated (the ‘‘Exchange’’ or 

‘‘CBOE’’) proposes to amend the 

Options Regulatory Fee. The text of the 

proposed rule change is available on the 

Exchange’s Web site (http://

www.cboe.com/AboutCBOE/

CBOELegalRegulatoryHome.aspx), at 

the Exchange’s Office of the Secretary, 

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 Exchange proposes to increase 

the Options Regulatory Fee (‘‘ORF’’) 

from $.0064 to $.0081 per contract in 

order to help ensure that revenue 

collected from the ORF, in combination 

with other regulatory fees and fines, 

meets the Exchange’s total regulatory 

costs. The proposed fee change would 

be operative on February 1, 2016. 

The ORF is assessed by the Exchange 

to each Trading Permit Holder for all 

options transactions executed or cleared 

by the Trading Permit Holder that are 

cleared by The Options Clearing 

Corporation (‘‘OCC’’) in the customer 

range (i.e., transactions that clear in a 

customer account at OCC) regardless of 

the exchange on which the transaction 

occurs.3 In other words, the Exchange 

imposes the ORF on all customer-range 

transactions executed by a Trading 

Permit Holder, even if the transactions 

do not take place on the Exchange. The 

ORF also is charged for transactions that 

are not executed by a Trading Permit 

Holder but are ultimately cleared by a 

Trading Permit Holder. In the case 

where a Trading Permit Holder executes 

a transaction and a different Trading 

Permit Holder clears the transaction, the 

ORF is assessed to the Trading Permit 

Holder who executed the transaction. In 

the case where a non-Trading Permit 

Holder executes a transaction and a 

Trading Permit Holder clears the 

transaction, the ORF is assessed to the 

Trading Permit Holder who clears the 

transaction. The ORF is collected 

indirectly from Trading Permit Holders 

through their clearing firms by OCC on 

behalf of the Exchange. 

The ORF is designed to recover a 

material portion of the costs to the 

Exchange of the supervision and 

regulation of Trading Permit Holder 

customer options business, including 

performing routine surveillances, 

investigations, examinations, financial 

monitoring, as well as policy, 

rulemaking, interpretive and 

enforcement activities. The Exchange 

believes that revenue generated from the 

ORF, when combined with all of the 

Exchange’s other regulatory fees and 

fines, will cover a material portion, but 

not all, of the Exchange’s regulatory 

costs. The Exchange notes that its 

regulatory responsibilities with respect 

to Trading Permit Holder compliance 

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