63874 Federal Register / Vol. 75, No. 200 / Monday, October 18, 2010 / Notices 

4Rule G–37 defines municipal securities business 

as: (i) The purchase of a primary offering of 

municipal securities from an issuer on other than 

a competitive bid basis; (ii) the offer or sale of a 

primary offering of municipal securities on behalf 

of an issuer; (iii) the provision of financial advisory 

or consultant services to or on behalf of an issuer 

with respect to a primary offering of municipal 

securities in which the dealer was chosen to 

provide such services on other than a competitive 

bid basis; or (iv) the provision of remarketing agent 

services to or on behalf of an issuer with respect 

to a primary offering of municipal securities in 

which the dealer was chosen to provide such 

services on other than a competitive bid basis. 

5The MSRB has previously stated that the matter 

of control depends upon whether or not the dealer 

or the MFP has the ability to direct or cause the 

direction of the management or policies of the PAC 

(MSRB Question & Answer No. IV. 24—Dealer 

Controlled PAC). 

6Rule G–37(d) provides that no broker, dealer or 

municipal securities dealer or any municipal 

finance professional shall, directly or indirectly, 

through or by any other person or means, do any 

act which would result in a violation of sections (b) 

or (c) of the rule. Section (b) relates to the ban on 

business and Section (c) relates to the prohibition 

on soliciting and coordinating contributions. 

7 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rule’s impact on efficiency, competition 

and capital formation. 15 U.S.C. 78c(f). 

8 15 U.S.C. 78o–4(b)(2)(C). 

9 Id. 

10 15 U.S.C. 78s(b)(2). 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

Commission received no comment 

letters about the proposed rule change. 

This order approves the proposed rule 

change. 

II. Description of the Proposed Rule 

Change 

The proposed rule change consists of 

an interpretive notice regarding Rule G– 

37, on political contributions and 

prohibitions on municipal securities 

business.4 Under Rule G–37, certain 

contributions to elected officials of 

municipal securities issuers made by 

brokers, dealers and municipal 

securities dealers (‘‘dealers’’), municipal 

finance professionals (‘‘MFPs’’) 

associated with dealers, and political 

action committees (‘‘PACs’’) controlled 

by dealers and their MFPs (‘‘dealercontrolled PACs’’) 5 may result in 

prohibitions on dealers from engaging in 

municipal securities business with such 

issuers for a period of two years from 

the date of any triggering contributions. 

Rule G–37 requires dealers to disclose 

certain contributions to issuer officials, 

state or local political parties, and bond 

ballot campaigns, as well as other 

information, on Form G–37 to allow 

public scrutiny of such contributions 

and the municipal securities business of 

a dealer. In addition, dealers and MFPs 

generally are prohibited from soliciting 

others (including affiliates of the dealer 

or any PACs) to make contributions to 

officials of issuers with which the dealer 

is engaging or seeking to engage in 

municipal securities business, or to 

political parties of a state or locality 

where the dealer is engaging or seeking 

to engage in municipal securities 

business. Dealers and MFPs are 

prohibited from circumventing Rule G– 

37 by direct or indirect actions through 

any other persons or means.6

Due to changes in the financial 

markets since the adoption of Rule G– 

37 and recent market turmoil, many 

dealers have become affiliated with a 

broad range of other entities in 

increasingly diverse organizational 

structures. Some of these affiliated 

entities (including but not limited to 

banks, bank holding companies, 

insurance companies and investment 

management companies) have formed or 

otherwise maintain relationships with 

PACs (‘‘affiliated PACs’’) and other 

political organizations, many of which 

may make contributions to issuer 

officials. Such relationships raise 

questions regarding the extent to which 

affiliated PACs may effectively be 

controlled by dealers or their MFPs and 

thereby constitute dealer-controlled 

PACs whose contributions are subject to 

Rule G–37. Further, such relationships 

raise concerns regarding whether the 

contributions of such affiliated PACs, 

even if not viewed as dealer-controlled 

PACs, may be used by dealers or their 

MFPs to circumvent Rule G–37 as 

indirect contributions for the purpose of 

obtaining or retaining municipal 

securities business. As a result, the 

MSRB has filed the proposed rule 

change to provide additional guidance 

with regard to the potential for affiliated 

PACs to be viewed as dealer-controlled 

PACs. A more complete description of 

the proposal is contained in the 

Commission’s Notice. 

The MSRB has requested an effective 

date for the proposed rule change of 

sixty days after Commission approval of 

the proposed rule change. 

III. Discussion and Commission 

Findings 

The Commission has carefully 

considered the proposed rule change 

and finds that the proposed rule change 

is consistent with the requirements of 

the Exchange Act and the rules and 

regulations thereunder applicable to the 

MSRB 7 and, in particular, the 

requirements of Section 15B(b)(2)(C) of 

the Exchange Act 8 and the rules and 

regulations thereunder. Section 

15B(b)(2)(C) of the Exchange Act 

requires, among other things, that the 

MSRB’s rules be 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 regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

municipal securities, to remove 

impediments to and perfect the 

mechanism of a free and open market in 

municipal securities, and, in general, to 

protect investors and the public 

interest.9 The Commission believes that 

the proposed rule change is consistent 

with the Exchange Act because it will 

help to inhibit practices constituting 

real and perceived attempts to influence 

the awarding of municipal securities 

business through contributions made by 

or through dealer-affiliated PACs. The 

Commission also believes that the 

proposed rule change will facilitate 

dealer compliance with Rule G–37 and 

Rule G–27, on supervision. The 

proposal will become effective sixty 

days after Commission approval of the 

proposed rule change, as requested by 

the MSRB. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act,10

that the proposed rule change (SR– 

MSRB–2010–07), be, and it hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–26131 Filed 10–15–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63076; File No. SR– 

NYSEArca–2010–79] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting Approval of 

a Proposed Rule Change To List and 

Trade Shares of Cambria Global 

Tactical ETF 

October 12, 2010. 

I. Introduction 

On August 23, 2010, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’) 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 (‘‘Shares’’) 

of the Cambria Global Tactical ETF 

(‘‘Fund’’) under NYSE Arca Equities 

Rule 8.600. The proposed rule change 

was published for comment in the 

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Federal Register / Vol. 75, No. 200 / Monday, October 18, 2010 / Notices 63875 

3See Securities Exchange Act Release No. 62788 

(August 30, 2010), 75 FR 54676 (‘‘Notice’’). 

4See NYSE Arca Equities Rule 8.600. 

5The Trust is registered under the Investment 

Company Act of 1940. On June 30, 2010, the Trust 

filed with the Commission a registration statement 

on Form N–1A (File Nos. 333–157876 and 811– 

22110) (‘‘Registration Statement’’). 

6The Exchange represents that neither the 

Advisor nor the Sub-Advisor is affiliated with a 

broker-dealer. See Commentary .06 to NYSE Arca 

Equities Rule 8.600. 

7 17 CFR 240.10A–3. 

8See supra notes 3 and 5. 

9 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

10 15 U.S.C. 78f(b)(5). 

11On a daily basis, the Advisor will disclose for 

each portfolio security or other financial instrument 

of the Fund the following information: Ticker 

symbol (if applicable), name of security or financial 

instrument, number of shares or dollar value of 

financial instruments held in the portfolio, and 

percentage weighting of the security or financial 

instrument in the portfolio. The NAV of the Fund 

will normally be determined as of the close of the 

regular trading session on the New York Stock 

Exchange, Inc. (‘‘NYSE’’) (ordinarily 4:00 p.m. 

Eastern Time) on each business day. 

12The Bid/Ask Price of the Fund is determined 

using the midpoint of the highest bid and the 

lowest offer on the Exchange as of the time of 

calculation of the NAV. The records relating to Bid/ 

Ask Prices will be retained by the Fund and its 

service providers. 

13See Commentary .06 to NYSE Arca Equities 

Rule 8.600. The Commission notes that 

Commentary .06 to NYSE Arca Equities Rule 8.600 

requires that any investment advisers to the Fund 

that are affiliated with a broker-dealer are required 

to implement a fire-wall with respect to such 

broker-dealer regarding access to information 

concerning the composition of the portfolio. 

Commentary .06 to NYSE Arca Equities Rule 8.600 

also requires that any personnel who make 

Continued 

Federal Register on September 8, 2010.3

The Commission received no comments 

on the proposal. This order grants 

approval of the proposed rule change. 

II. Description of the Proposed Rule 

Change 

The Exchange proposes to list and 

trade Shares of the Fund under NYSE 

Arca Equities Rule 8.600, which governs 

the listing of Managed Fund Shares.4

The Shares will be offered by 

AdvisorShares Trust (‘‘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 

AdvisorShares Investments, LLC 

(‘‘Advisor’’), and the day-to-day portfolio 

management of the Fund is provided by 

the sub-advisor to the Fund, Cambria 

Investment Management, Inc. (‘‘SubAdvisor’’).6 The Exchange represents 

that the Shares will conform to the 

initial and continued listing criteria 

under NYSE Arca Equities Rule 8.600 

and that the Fund will be in compliance 

with Rule 10A–3 under the Act,7 as 

provided by NYSE Arca Equities Rule 

5.3. 

The Fund is a ‘‘fund of funds,’’ which 

means that the Fund seeks to invest 

primarily in other exchange-traded 

funds listed and traded in the United 

States (‘‘Underlying ETFs’’) and certain 

other exchange-traded products 

including, but not limited to, exchangetraded notes, exchange-traded currency 

trusts and closed-end funds. The Fund 

seeks to achieve its investment objective 

of preserving and growing capital from 

investments in the U.S. and foreign 

equity, fixed income, commodity and 

currency markets, independent of 

market direction, by producing absolute 

returns with reduced volatility and 

manageable risk and drawdowns. The 

Sub-Advisor will utilize a proprietary 

quantitative trend-following approach to 

actively manage the Fund’s portfolio. 

No effort is made by the Sub-Advisor to 

forecast future market trends or 

direction; rather, the Fund seeks to 

capture profits in these trends when and 

where they develop. The strategy is 

diversified across markets and 

timeframes with strict risk control 

methods that are rules-based and 

systematic. Except for Underlying ETFs 

that may hold non-U.S. issues, the Fund 

will not otherwise invest in non-U.S. 

issues. 

Additional information regarding the 

Fund, the Shares, the Fund’s investment 

objective, strategies, methodology, and 

restrictions, the Advisor and SubAdvisor, risks, fees and expenses, 

creations and redemptions of Shares, 

availability of information, trading rules 

and halts, and surveillance procedures, 

among other things, can be found in the 

Registration Statement and in the 

Notice, as applicable.8

III. Discussion and Commission’s 

Findings 

After careful review, the Commission 

finds that the Exchange’s proposal to list 

and trade the Shares is consistent with 

the Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.9 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,10 which requires, 

among other things, that the Exchange’s 

rules be designed to promote just and 

equitable principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

The Commission finds that the 

proposal to list and trade the Shares on 

the Exchange is consistent with Section 

11A(a)(1)(C)(iii) of the Act, which sets 

forth Congress’s finding that it is in the 

public interest and appropriate for the 

protection of investors and the 

maintenance of fair and orderly markets 

to assure the availability to brokers, 

dealers and investors of information 

with respect to quotations for and 

transactions in securities. Quotation and 

last-sale information for the Shares will 

be available via the Consolidated Tape 

Association high-speed line, and the 

Exchange will disseminate the Portfolio 

Indicative Value (‘‘PIV’’) at least every 15 

seconds during the Core Trading 

Session through one or more major 

market data vendors. In addition, the 

Fund will make available on its website 

on each business day before 

commencement of the Core Trading 

Session the Disclosed Portfolio that will 

form the basis for the Fund’s calculation 

of the net asset value (‘‘NAV’’).11 A 

basket composition file, which includes 

the security names and share quantities 

required to be delivered in exchange for 

Fund shares, together with estimates 

and actual cash components, will be 

publicly disseminated daily prior to the 

opening of the NYSE via the National 

Securities Clearing Corporation. The 

Fund’s website will also include 

additional quantitative information 

updated on a daily basis relating to 

trading volume, 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’’),12 and a 

calculation of the premium and 

discount of the Bid/Ask Price against 

the NAV and 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. Information 

regarding the 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 the 

previous day’s closing price and trading 

volume information for the Shares will 

be published daily in the financial 

sections of newspapers. 

The Commission further believes that 

the proposal to list and trade the Shares 

is reasonably designed to promote fair 

disclosure of information that may be 

necessary to price the Shares 

appropriately and to prevent trading 

when a reasonable degree of 

transparency cannot be assured. The 

Commission notes that the Advisor and 

Sub-Advisor to the Fund are not 

affiliated with a broker-dealer.13 The 

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63876 Federal Register / Vol. 75, No. 200 / Monday, October 18, 2010 / Notices 

decisions on the Fund’s portfolio composition must 

be subject to procedures designed to prevent the use 

and dissemination of material non-public 

information regarding the portfolio. 

14See NYSE Arca Equities Rule 8.600(d)(1)(B). 

15See NYSE Arca Equities Rule 8.600(d)(2)(D). 

Trading in the Shares may also 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 

comprising the Disclosed Portfolio and/or the 

financial instruments of the Fund; or (2) whether 

other unusual conditions or circumstances 

detrimental to the maintenance of a fair and orderly 

market are present. 

16See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii). 

17 17 CFR 240.10A–3. 

18 15 U.S.C. 78s(b)(2). 

19 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3An Options Floor Broker (‘‘Floor Broker’’) is an 

individual who is registered with the Exchange for 

the purpose, while on the Options Floor, of 

accepting and executing options orders received 

from members and member organizations. An 

Options Floor Broker shall not accept an order from 

any other source unless he is the nominee of a 

member organization qualified to transact business 

Commission also notes 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.14

Additionally, if it becomes aware that 

the NAV or the Disclosed Portfolio is 

not disseminated to all market 

participants at the same time, the 

Exchange will halt trading in the Shares 

until such information is available to all 

market participants. Further, if the PIV 

is not being disseminated as required, 

the Exchange may halt trading during 

the day in which the interruption 

occurs; if the interruption persists past 

the day in which it occurred, the 

Exchange will halt trading no later than 

the beginning of the trading day 

following the interruption.15 Finally, 

the Commission notes that the 

Reporting Authority that provides the 

Disclosed Portfolio must implement and 

maintain, or be subject to, procedures 

designed to prevent the use and 

dissemination of material non-public 

information regarding the actual 

components of the portfolio.16

The Exchange has represented that 

the Shares are equity securities subject 

to the Exchange’s rules governing the 

trading of equity securities. In support 

of this proposal, the Exchange has made 

representations, including: 

(1) The Shares will conform to the 

initial and continued listing criteria 

under NYSE Arca Equities Rule 8.600. 

(2) The Exchange’s surveillance 

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. 

(3) Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Bulletin 

will discuss the following: (a) The 

procedures for purchases and 

redemptions of Shares and that Shares 

are not individually redeemable; (b) 

NYSE Arca Equities Rule 9.2(a), which 

imposes a duty of due diligence on its 

ETP Holders to learn the essential facts 

relating to every customer prior to 

trading the Shares; (c) the risks involved 

in trading the Shares during the 

Opening and Late Trading Sessions 

when an updated PIV will not be 

calculated or publicly disseminated; (d) 

how information regarding the PIV is 

disseminated; (e) the requirement that 

ETP Holders deliver a prospectus to 

investors purchasing newly issued 

Shares prior to or concurrently with the 

confirmation of a transaction; and (f) 

trading information. 

(4) The Fund will be in compliance 

with Rule 10A–3 under the Act.17

(5) Except for Underlying ETFs that 

may hold non-U.S. issues, the Fund will 

not otherwise invest in non-U.S. issues. 

In addition, the Commission notes 

that it has not received any comments 

regarding the proposed rule change. 

For the forgoing reasons, the 

Commission believes that the 

Exchange’s proposal to list and trade the 

Shares is consistent with the Act. This 

order is based on the Exchange’s 

representations. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,18 that the 

proposed rule change (SR–NYSEArca– 

2010–79) be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–26132 Filed 10–15–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63071; File No. SR–Phlx– 

2010–139] 

Self-Regulatory Organizations; 

NASDAQ OMX PHLX, Inc.; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Floor Broker Responsibilities 

October 8, 2010. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that, on October 

5, 2010, NASDAQ OMX PHLX, Inc. 

(‘‘Phlx’’ or the ‘‘Exchange’’) 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 

The Exchange proposes to amend 

Exchange Rule 1063, Responsibility of 

Floor Brokers, and Option Floor 

Procedure Advice (‘‘OFPA’’) C–2, 

Options Floor Broker Management 

System: to: (i) Require floor brokers to 

enter specific identifying information on 

their orders; and (ii) amend the current 

language applicable to the entry of 

clearing information by floor brokers. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.nasdaqtrader.com/ 

micro.aspx?id=PHLXRulefilings, 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 those 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to require floor brokers to 

enter certain identifying information on 

their orders to enhance the Exchange’s 

audit trail to provide more specificity in 

identifying a market participant’s 

executing order. The Exchange is 

proposing to require floor brokers 3 to 

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