[Federal Register Volume 78, Number 104 (Thursday, May 30, 2013)]
[Notices]
[Pages 32487-32495]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-12821]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69634; File No. SR-NYSEArca-2013-56]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating to Listing and Trading of Shares of 
the PowerShares China A-Share Portfolio Under NYSE Arca Equities Rule 
8.600

May 23, 2013.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on May 21, 2013, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade the shares of the following 
under NYSE Arca Equities Rule 8.600 (``Managed Fund Shares''): 
PowerShares China A-Share Portfolio. The text of 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.

[[Page 32488]]

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 Exchange proposes to list and trade the shares (``Shares'') of 
the PowerShares China A-Share Portfolio (``Fund'') under NYSE Arca 
Equities Rule 8.600, which governs the listing and trading of Managed 
Fund Shares \4\ on the Exchange.\5\ The Shares will be offered by 
PowerShares Actively Managed Exchange-Traded Fund Trust (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.\6\
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    \4\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies. In contrast, 
an open-end investment company that issues Investment Company Units, 
listed and traded on the Exchange under NYSE Arca Equities Rule 
5.2(j)(3), seeks to provide investment results that correspond 
generally to the price and yield performance of a specific foreign 
or domestic stock index, fixed income securities index or 
combination thereof.
    \5\ The Commission approved NYSE Arca Equities Rule 8.600 and 
the listing and trading of certain funds of the PowerShares Actively 
Managed Exchange-Traded Fund Trust on the Exchange pursuant to Rule 
8.600 in Securities Exchange Act Release No. 57619 (April 4, 2008), 
73 FR 19544 (April 10, 2008) (SR-NYSEArca-2008-25). The Commission 
also previously approved listing and trading on the Exchange of a 
number of actively managed funds under Rule 8.600. See, e.g., 
Securities Exchange Act Release Nos. 62502 (July 15, 2010), 75 FR 
42471 (July 21, 2010) (SR-NYSEArca-2010-57) (order approving listing 
of AdvisorShares WCM/BNY Mellon Focused Growth ADR ETF); 63076 
(October 12, 2010), 75 FR 63874 (October 18, 2010) (SR-NYSEArca-
2010-79) (order approving listing of Cambria Global Tactical ETF); 
66343 (February 7, 2012), 77 FR 7647 (February 13, 2012) (SR-
NYSEArca-2011-85) (order approving listing of five SPDR SSgA ETFs); 
and 68158 (November 5, 2012), 77 FR 67412 (November 9, 2012) (SR-
NYSEArca-2012-101) (order approving listing of PowerShares S&P 500 
Downside Hedged Portfolio ETF).
    \6\ The Trust is registered under the 1940 Act. On April 20, 
2012, the Trust filed with the Commission a post-effective amendment 
to Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a), and 
under the 1940 Act relating to the Fund (File Nos. 333-147622 and 
811-22148) (``Registration Statement''). The description of the 
operation of the Trust and the Fund herein is based, in part, on the 
Registration Statement. In addition, the Commission has issued an 
order granting certain exemptive relief to the Trust under the 1940 
Act. See Investment Company Act Release No. 28171 (February 27, 
2008) (File No. 812-13386) (``Exemptive Order'').
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    The investment adviser to the Fund will be Invesco PowerShares 
Capital Management LLC (the ``Adviser''). Invesco Distributors, Inc. 
(the ``Distributor'') will serve as the distributor of the Fund Shares. 
The Bank of New York Mellon Corporation (the ``Administrator,'' 
``Transfer Agent'' or ``Custodian'') will serve as administrator, 
custodian and transfer agent for the Fund.
    Commentary .06 to Rule 8.600 provides that, if the investment 
adviser to the investment company issuing Managed Fund Shares is 
affiliated with a broker-dealer, such investment adviser shall erect a 
``fire wall'' between the investment adviser and the broker-dealer with 
respect to access to information concerning the composition and/or 
changes to such investment company portfolio. In addition, Commentary 
.06 further requires that personnel who make decisions on the open-end 
fund's portfolio composition must be subject to procedures designed to 
prevent the use and dissemination of material nonpublic information 
regarding the open-end fund's portfolio.\7\ Commentary .06 to Rule 
8.600 is similar to Commentary .03(a)(i) and (iii) to NYSE Arca 
Equities Rule 5.2(j)(3); however, Commentary .06 in connection with the 
establishment of a ``fire wall'' between the investment adviser and the 
broker-dealer reflects the applicable open-end fund's portfolio, not an 
underlying benchmark index, as is the case with index-based funds. The 
Adviser is not a broker-dealer but is affiliated with a broker-dealer 
and has implemented a fire wall with respect to its broker-dealer 
affiliate regarding access to information concerning the composition 
and/or changes to the portfolio. In the event (a) the Adviser becomes 
newly affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser is a registered broker-dealer or becomes affiliated with a 
broker-dealer, it will implement a fire wall with respect to its 
relevant personnel or its broker-dealer affiliate regarding access to 
information concerning the composition and/or changes to the portfolio, 
and will be subject to procedures designed to prevent the use and 
dissemination of material non-public information regarding such 
portfolio.
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    \7\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, the Adviser and its related personnel are 
subject to the provisions of Rule 204A-1 under the Advisers Act 
relating to codes of ethics. This Rule requires investment advisers 
to adopt a code of ethics that reflects the fiduciary nature of the 
relationship to clients as well as compliance with other applicable 
securities laws. Accordingly, procedures designed to prevent the 
communication and misuse of non-public information by an investment 
adviser must be consistent with Rule 204A-1 under the Advisers Act. 
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful 
for an investment adviser to provide investment advice to clients 
unless such investment adviser has (i) adopted and implemented 
written policies and procedures reasonably designed to prevent 
violation, by the investment adviser and its supervised persons, of 
the Advisers Act and the Commission rules adopted thereunder; (ii) 
implemented, at a minimum, an annual review regarding the adequacy 
of the policies and procedures established pursuant to subparagraph 
(i) above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
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Principal Investment Strategies
    According to the Registration Statement, the Fund's investment 
objective will be to seek to provide long term capital appreciation. 
The Fund will seek to achieve its investment objective by using a 
quantitative, rules-based strategy designed to provide returns that 
correspond to the performance of the FTSE China A50 Index (the 
``Benchmark''). The Benchmark is designed for investors who seek 
exposure to China's domestic market through ``A-Shares,'' which are 
securities of companies that are incorporated in mainland China and 
that trade on the Shanghai Stock Exchange or the Shenzhen Stock 
Exchange. The Benchmark is comprised of the securities of the largest 
50 A-Share companies, as determined by full market capitalization, 
listed on the Shanghai and Shenzhen Stock Exchanges.
    Under normal circumstances,\8\ the Fund generally will invest at 
least 80% of its net assets in a combination of investments whose 
collective performance is designed to correspond to the performance of 
the Benchmark. These investments will be (i) futures contracts on the 
Benchmark; (ii) exchange-traded funds (``ETFs'') that provide exposure 
to the China A-Shares market (``Underlying ETFs'') \9\; and (iii)

[[Page 32489]]

A-Shares included in the Benchmark, to the extent permissible under 
Chinese law. As described below, the Fund expects to invest its 
remaining assets in U.S. government securities, money market 
instruments (including repurchase agreements), cash and cash equivalent 
securities (i.e., corporate commercial paper) to collateralize 
investments in futures contracts or for other purposes. Although the 
Fund will seek to provide returns that generally correspond to the 
performance of the Benchmark, the Fund will be actively managed by the 
Adviser and will not be designed to track the performance of any index.
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    \8\ The term ``under normal circumstances'' includes, but is not 
limited to, the absence of: extreme volatility or trading halts in 
the equity markets or the financial markets generally; operational 
issues causing dissemination of inaccurate market information; or 
force majeure type events such as systems failure, natural or man-
made disaster, act of God, armed conflict, act of terrorism, riot or 
labor disruption or any similar intervening circumstance.
    \9\ For purposes of this proposed rule change, Underlying ETFs 
include Investment Company Units (as described in NYSE Arca Equities 
Rule 5.2(j)(3)) and Managed Fund Shares (as described in NYSE Arca 
Equities Rule 8.600). The Underlying ETFs all will be listed and 
traded in the U.S. on registered exchanges or the Stock Exchange of 
Hong Kong Limited (``HKSE''), a wholly-owned subsidiary of Hong Kong 
Exchanges and Clearing Limited. Hong Kong Exchanges and Clearing 
Limited is a member of the Intermarket Surveillance Group (``ISG'').
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    According to the Registration Statement, ``A-Shares'' are shares of 
stock that are issued by companies incorporated in mainland China and 
that are traded in Renminbi on the Shanghai Stock Exchange or the 
Shenzhen Stock Exchange. Due to strict controls imposed by the Chinese 
government, the Fund currently cannot invest directly in A-Shares, 
which are available only to domestic Chinese investors and a limited 
pool of foreign investors, including foreign investors who have been 
approved as a Qualified Foreign Institutional Investor (``QFII'') by 
the China Securities Regulatory Commission (``CSRC'') and have obtained 
a QFII license. After obtaining a QFII license, a QFII applies to 
China's State Administration of Foreign Exchange for a specific 
aggregate dollar amount investment quota of A-Shares (the ``A-Share 
Quota'') in which the QFII can invest. In order for the Fund to invest 
directly in A-Shares, the Adviser would need to apply for a QFII 
license and obtain an A-Share Quota.
    If the Adviser obtains a QFII license, the Fund may invest directly 
in A-Shares through the QFII license. There are no assurances that such 
a QFII license would be granted, or that such a license, if granted, 
would permit the Fund to purchase A-Shares in an amount necessary to 
provide the Fund with sufficient A-Shares exposure.
    Because it currently cannot invest in A-Shares directly, the Fund 
will invest primarily in futures contracts on the Benchmark that 
provide exposure to the China A-Shares market. These futures contracts 
are listed on the Singapore Exchange (``SGX'').\10\ By investing in 
futures contracts on the Benchmark, the Fund will have no direct 
ownership of the A-Shares of the companies included in the Benchmark, 
but the Fund will gain exposure to the performance of those 
companies.\11\
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    \10\ SGX is a member of the ISG. See note 28 and accompanying 
text, infra.
    \11\ According to the Registration Statement, futures contracts 
on the Benchmark were first approved for investment by U.S. 
investors by the Commodity Futures Trading Commission (``CFTC'') in 
January 2012. Futures contracts on the Benchmark have expirations 
ranging from the two nearest consecutive months, and March, June, 
September and December on a 1-year cycle, and provide investors the 
ability to invest based on their view of the future direction or 
movement of the Benchmark. FTSE International Limited (``FTSE'') 
reviews constituents in the Benchmark quarterly using data from the 
close of business on the Monday following the third Friday in 
February, May, August and November. FTSE will implement any 
constituent changes on the next trading day following the third 
Friday in March, June, September and December.
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    The Fund also may invest in Underlying ETFs listed on U.S. 
securities exchanges or on the HKSE that provide exposure to China A-
Shares.
    The Fund will invest in futures contracts on the Benchmark--
specifically, in SGX-listed futures contracts--as a significant part of 
its investment strategy. Generally, futures contracts are a type of 
derivative whose value depends upon, or is derived from, the value of 
an underlying asset, reference rate or index. The Fund's use of futures 
contracts will be underpinned by investments in short-term, high 
quality U.S. Treasury Securities, money market instruments, cash and 
cash equivalent securities, as described below.\12\ The Trust's 
Exemptive Order places no limit on the amount of derivatives in which 
the Fund can invest. The futures contracts will be used to simulate 
full investment in China A-Share securities. To the extent the Fund 
uses futures, it will do so only in accordance with Rule 4.5 of the 
Commodity Exchange Act (``CEA'').\13\
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    \12\ With respect to certain kinds of futures entered into by 
the Fund that involve obligations to make future payments to third 
parties, under applicable federal securities laws, rules, and 
interpretations thereof, the Fund must ``set aside'' (referred to 
sometimes as ``asset segregation'') liquid assets, or engage in 
other measures to ``cover'' open positions with respect to such 
transactions. With respect to futures contracts that are not 
contractually required to ``cash-settle,'' the Fund must cover its 
open positions by setting aside liquid assets equal to the 
contracts' full, notional value. With respect to futures contracts 
that are contractually required to ``cash-settle,'' the Fund may set 
aside liquid assets in an amount equal to the Fund's daily marked-
to-market (net) obligation rather than the notional value of the 
futures contract.
    \13\ 7 U.S.C. 1. As set forth in the Registration Statement, to 
the extent the Fund uses futures contracts, it will do so only in 
accordance with Rule 4.5 of the CEA. The Trust has filed a notice of 
eligibility for exclusion from the definition of the term 
``commodity pool operator'' or ``CPO'' in accordance with Rule 4.5 
of the CEA. Under amendments to Rule 4.5 adopted in February 2012, 
an investment adviser of a registered investment company may claim 
exclusion from registration as a CPO only if the registered 
investment company it advises uses futures contracts solely for 
``bona fide hedging purposes'' or limits its use of futures 
contracts for non-bona fide hedging purposes in specified ways. 
Because the Fund does not expect to use futures contracts solely for 
``bona fide hedging purposes,'' the Fund will be subject to rules 
that will require it to limit its use of positions in futures 
contracts in accordance with the requirements of amended Rule 4.5 
unless the Adviser otherwise complies with CPO regulation. To the 
extent that the Fund is unable to rely on Rule 4.5, the Fund will be 
operated in accordance with CFTC rules; the Adviser already is 
registered as a CPO.
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The Subsidiary
    According to the Registration Statement, the Fund may seek to gain 
exposure to the A-Shares market through investments in a subsidiary 
organized in the Cayman Islands (the ``Subsidiary''), that in turn 
would make investments in futures contracts that provide exposure to 
China A-Shares. If utilized, the Subsidiary would be wholly-owned and 
controlled by the Fund, and its investments would be consolidated into 
the Fund's financial statements. Should the Fund invest in the 
Subsidiary, that investment may not exceed 25% of the Fund's total 
assets at each quarter end of the Fund's fiscal year. Further, should 
the Fund invest in the Subsidiary, it would be expected to provide the 
Fund with exposure to A-Share returns within the limits of the federal 
tax requirements applicable to investment companies, such as the Fund.
    According to the Registration Statement, the Subsidiary would be 
able to invest in futures contracts that would provide exposure to A-
Shares, as well in other investments that would serve as margin or 
collateral or otherwise support the Subsidiary's futures positions. The 
Subsidiary, accordingly, would be subject to the same general 
investment policies and restrictions as the Fund, except that unlike 
the Fund, which must invest in futures contracts in compliance with the 
requirements of Subchapter M of the Internal Revenue Code,\14\ federal 
securities laws and the CEA, the Subsidiary may invest without 
limitation in futures. References to the investment strategies and 
risks of the Fund include the investment strategies and risks of the 
Subsidiary.
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    \14\ 26 U.S.C. 851.
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    According to the Registration Statement, the Fund may utilize the 
Subsidiary, but is not required to do so. If it is utilized, the 
Subsidiary will not be registered under the 1940 Act. As an investor in 
the Subsidiary, the Fund, as the Subsidiary's sole shareholder, would 
not have the protections offered to investors in registered investment 
companies. However, because the Fund

[[Page 32490]]

would wholly own and control the Subsidiary, and the Fund and 
Subsidiary would be managed by the Adviser, the Subsidiary would not 
take action contrary to the interests of the Fund or the Fund's 
shareholders. The Board of Trustees of the Trust (the ``Board'') has 
oversight responsibility for the investment activities of the Fund, 
including its investment in the Subsidiary, and the Fund's role as the 
sole shareholder of the Subsidiary. Also, in managing the Subsidiary's 
portfolio, the Adviser would be subject to the same investment 
restrictions and operational guidelines that apply to the management of 
the Fund. Changes in the laws of the United States, under which the 
Fund is organized, or of the Cayman Islands, under which the Subsidiary 
is organized, could result in the inability of the Fund or the 
Subsidiary to operate as described in this filing or in the 
Registration Statement and could negatively affect the Fund and its 
shareholders.
Other Investments
    According to the Registration Statement, the Fund, under normal 
circumstances, may invest no more than 20% of its net assets in other 
investments such as money market instruments (including repurchase 
agreements, as described below), cash and cash equivalents to provide 
liquidity or to collateralize its investments in futures contracts. The 
instruments in which the Fund may invest include: (i) Short-term 
obligations issued by the U.S. Government \15\; (ii) short term 
negotiable obligations of commercial banks, fixed time deposits \16\ 
and bankers' acceptances of U.S. and foreign banks and similar 
institutions; (iii) commercial paper rated at the date of purchase 
``Prime-1'' by Moody's Investors Service, Inc. or ``A-1+'' or ``A-1'' 
by Standard & Poor's or, if unrated, of comparable quality, as the 
Adviser of the Fund determines; and (iv) money market mutual funds.
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    \15\ The Fund may invest in U.S. government obligations. 
Obligations issued or guaranteed by the U.S. Government, its 
agencies and instrumentalities include bills, notes and bonds issued 
by the U.S. Treasury, as well as ``stripped'' or ``zero coupon'' 
U.S. Treasury obligations representing future interest or principal 
payments on U.S. Treasury notes or bonds.
    \16\ Time deposits are non-negotiable deposits maintained in 
banking institutions for specified periods of time at stated 
interest rates. Banker's acceptances are time drafts drawn on 
commercial banks by borrowers, usually in connection with 
international transactions.
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    The Fund may invest in the securities of other investment companies 
(including money market funds) beyond the limits permitted under the 
1940 Act, subject to certain terms and conditions set forth in a 
Commission exemptive order issued pursuant to Section 12(d)(1)(J) of 
the 1940 Act.\17\
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    \17\ Investment Company Act Release No. 30238 (October 23, 2012) 
(File No. 812-13820).
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    According to the Registration Statement, the Fund may enter into 
repurchase agreements, which are agreements pursuant to which 
securities are acquired by the Fund from a third party with the 
understanding that they will be repurchased by the seller at a fixed 
price on an agreed date. These agreements may be made with respect to 
any of the portfolio securities in which the Fund is authorized to 
invest. Repurchase agreements may be characterized as loans secured by 
the underlying securities. The Fund may enter into repurchase 
agreements with (i) member banks of the Federal Reserve System having 
total assets in excess of $500 million and (ii) securities dealers 
(``Qualified Institutions''). The Adviser will monitor the continued 
creditworthiness of Qualified Institutions.
    According to the Registration Statement, the Fund may enter into 
reverse repurchase agreements, which involve the sale of securities 
with an agreement to repurchase the securities at an agreed-upon price, 
date and interest payment and have the characteristics of borrowing. 
The securities purchased with the funds obtained from the agreement and 
securities collateralizing the agreement will have maturity dates no 
later than the repayment date.
Investment Restrictions
    The Fund's investments will be consistent with the Fund's 
investment objective and will not be used to enhance leverage.
    According to the Registration Statement, the Fund may hold up to an 
aggregate amount of 15% of its net assets in illiquid securities 
(calculated at the time of investment). The Fund will monitor its 
portfolio liquidity on an ongoing basis to determine whether, in light 
of current circumstances, an adequate level of liquidity is being 
maintained, and will consider taking appropriate steps in order to 
maintain adequate liquidity if, through a change in values, net assets, 
or other circumstances, more than 15% of the Fund's net assets are held 
in illiquid securities. Illiquid securities include securities subject 
to contractual or other restrictions on resale and other instruments 
that lack readily available markets as determined in accordance with 
Commission staff guidance.\18\
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    \18\ The Commission has stated that long-standing Commission 
guidelines have required open-end funds to hold no more than 15% of 
their net assets in illiquid securities and other illiquid assets. 
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 
14618 (March 18, 2008), footnote 34. See also, Investment Company 
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 
1970) (Statement Regarding ``Restricted Securities''); Investment 
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio 
security is illiquid if it cannot be disposed of in the ordinary 
course of business within seven days at approximately the value 
ascribed to it by the fund. See Investment Company Act Release No. 
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting 
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act 
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) 
(adopting Rule 144A under the Securities Act of 1933).
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    The Fund will not use futures for speculative purposes.
    According to the Registration Statement, the Fund may not 
concentrate its investments (i.e., invest more than 25% of the value of 
its net assets) in securities of issuers in any one industry or group 
of industries. This restriction does not apply to obligations issued or 
guaranteed by the U.S. Government, its agencies or 
instrumentalities.\19\
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    \19\ See Form N-1A, Item 9. The Commission has taken the 
position that a fund is concentrated if it invests more than 25% of 
the value of its total assets in any one industry. See, e.g., 
Investment Company Act Release No. 9011 (October 30, 1975), 40 FR 
54241 (November 21, 1975).
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    According to the Registration Statement, the Fund intends to 
qualify for and to elect to be treated as a separate regulated 
investment company (a ``RIC'') under Subchapter M of the Internal 
Revenue Code.\20\
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    \20\ 26 U.S.C. 851.
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    The Fund will not invest in any non-U.S. equity securities (other 
than shares of the Subsidiary and Underlying ETFs listed on HKSE), to 
the extent that the Fund may not invest directly in China A-Shares 
through the QFII license, as described above. The Fund will not invest 
in options or swaps.
Net Asset Value
    According to the Registration Statement, the Administrator will 
calculate the Fund's net asset value (``NAV'') per Share at the close 
of regular trading (normally 4:00 p.m., Eastern time) every day the New 
York Stock Exchange (``NYSE'') is open. NAV per Share will be 
calculated by deducting all of the Fund's liabilities from the total 
value of its assets and dividing the result by the number of Shares 
outstanding, rounding to the nearest cent (although creations and 
redemptions will be processed using a

[[Page 32491]]

price denominated to the fifth decimal point, meaning that rounding to 
the nearest cent may result in different prices in certain 
circumstances). All valuations will be subject to review by the Board 
or its delegate.
    According to the Registration Statement, in determining NAV, 
expenses will be accrued and applied daily and securities and other 
assets for which market quotations are readily available will be valued 
at market value. Securities and futures listed or traded on an exchange 
generally will be valued at the last sales price or official closing 
price that day as of the close of the exchange where the security 
primarily is traded. The NAV for the Fund will be calculated and 
disseminated daily. If a security's or futures' market price is not 
readily available, the security or futures will be valued using pricing 
provided from independent pricing services or by another method that 
the Adviser, in its judgment, believes will better reflect the 
security's or futures' fair value in accordance with the Trust's 
valuation policies and procedures approved by the Trust's Board and 
with the 1940 Act.
Creations and Redemptions
    The Fund will issue and redeem Shares at NAV only with authorized 
participants (``APs'') and only in large blocks of 50,000 Shares (each, 
a ``Creation Unit'') or multiples thereof.
    The Trust will issue Shares of the Fund only in Creation Units on a 
continuous basis through the Distributor, without a sales load, at the 
NAV next determined after receipt, on any business day, of an order in 
proper form.
    Creation Units of the Fund will generally be issued principally for 
cash, calculated based on the NAV per Share, multiplied by the number 
of Shares representing a Creation Unit (``Deposit Cash''), plus a fixed 
and variable transaction fee. However, the Fund also reserves the right 
to permit or require Creation Units to be issued in exchange for a 
designated portfolio of securities (``Deposit Securities''), as 
discussed below, together with the deposit of an amount of cash (the 
``Cash Component'') computed as discussed in the Registration 
Statement.\21\ Together, the Deposit Securities and the Cash Component 
constitute the ``Fund Deposit,'' which represents the minimum initial 
and subsequent investment amount for a Creation Unit of the Fund. If 
in-kind creations are permitted or required, the Adviser expects that 
the Deposit Securities should correspond pro rata, to the extent 
practicable, to the securities held by the Fund and the Subsidiary. In 
such event, the Cash Component will represent the difference between 
the NAV of a Creation Unit and the market value of the Deposit 
Securities.
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    \21\ The Cash Component is sometimes also referred to as the 
``Balancing Amount.'' If the Cash Component is a positive number 
(i.e., the NAV per Creation Unit exceeds the Deposit Amount), the AP 
will deliver the Cash Component. If the Cash Component is a negative 
number (i.e., the NAV per Creation Unit is less than the Deposit 
Amount), the AP will receive the Cash Component.
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    To the extent that the Fund permits Creation Units to be issued in-
kind, the Custodian, through the National Securities Clearing 
Corporation (``NSCC''), will make available on each business day, prior 
to the opening of business on the Exchange (currently 9:30 a.m., 
Eastern time), the list of the names and the required number of shares 
of each Deposit Security to be included in the current Fund Deposit 
(based on information at the end of the previous business day) for the 
Fund. Such Fund Deposit is applicable, subject to any adjustments as 
described in the Registration Statement, to effect creations of 
Creation Units of the Fund until such time as the next announced 
composition of the Deposit Securities is made available.
    When applicable, during times that the Fund permits in-kind 
creations, the identity and number of shares of the Deposit Securities 
required for a Fund Deposit will change as rebalancing adjustments and 
corporate action events occur. In addition, the Trust reserves the 
right to permit or require the substitution of an amount of cash--i.e., 
a ``cash in lieu'' amount--to be added to the Cash Component to replace 
any Deposit Security that may not be available in sufficient quantity 
for delivery or which might not be eligible for trading by an AP or the 
investor for which it is acting or any other relevant reason.
    In addition to the list of names and numbers of securities 
constituting the current Deposit Securities of the Fund Deposit, the 
Custodian, through the NSCC, also will make available on each business 
day, the estimated Cash Component, effective through and including the 
previous business day, per Creation Unit of the Fund.
    The Distributor must receive all orders to create Creation Units no 
later than the closing time of the regular trading session on the NYSE 
(ordinarily 4:00 p.m., Eastern time) in each case on the date such 
order is placed in order for creation of Creation Units to be effected 
based on the NAV of Shares of the Fund as next determined on such date 
after receipt of the order in proper form.
    Creation Units of the Fund will be redeemed principally for cash. 
Shares may be redeemed only in Creation Units at their NAV next 
determined after receipt of a redemption request in proper form by the 
Fund through the Custodian and only on a business day.
    If the Fund permits Creation Units to be redeemed in-kind, the 
Custodian, through the NSCC, will make available prior to the opening 
of business on the Exchange (currently 9:30 a.m., Eastern time) on each 
business day, the identity of the ``Fund Securities'' that will be 
applicable (subject to possible amendment or correction) to redemption 
requests received in proper form (as described below) on that day. Fund 
Securities received on redemption may not be identical to Deposit 
Securities that will be applicable to creations of Creation Units. The 
Fund will not redeem Shares in amounts less than Creation Unit size.
    For redemptions in-kind, the redemption proceeds for a Creation 
Unit generally will consist of Fund Securities plus or minus cash in an 
amount equal to the difference between the NAV of the Shares being 
redeemed, as next determined after a receipt of a request in proper 
form, and the value of the Fund Securities, less a redemption 
transaction fee as noted below. In the event that the Fund Securities 
have a value greater than the NAV of the Shares, a compensating cash 
payment equal to the difference is required to be made by or through an 
AP by the redeeming shareholder.
    A redemption transaction fee may be imposed to offset transfer and 
other transaction costs that may be incurred by the Fund.
    An order to redeem Creation Units must be made in proper form and 
received by the Fund by 4:00 p.m., Eastern time. Orders received after 
4:00 p.m., Eastern time will be deemed received on the next business 
day and will be effected at the NAV next determined on such next 
business day. The requisite Fund Securities and cash amount will be 
transferred by the third NSCC business day following the date on which 
such request for redemption is deemed received.
Initial and Continued Listing
    The Shares will conform to the initial and continued listing 
criteria under NYSE Arca Equities Rule 8.600. The Exchange represents 
that, for initial and/or continued listing, the Fund will be in 
compliance with Rule 10A-3 \22\ under the Act, as provided by NYSE Arca 
Equities Rule 5.3. A minimum of

[[Page 32492]]

100,000 Shares will be outstanding at the commencement of trading on 
the Exchange. The Exchange will obtain a representation from the issuer 
of the Shares that the NAV per Share will be calculated daily and that 
the NAV and the Disclosed Portfolio for the Fund will be made available 
to all market participants at the same time.
---------------------------------------------------------------------------

    \22\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Availability of Information
    The Fund's Web site (www.invescopowershares.com), which will be 
publicly available prior to the public offering of Shares, will include 
a form of the prospectus for the Fund that may be downloaded. The 
Fund's Web site will include additional quantitative information 
updated on a daily basis, including, for the Fund, (1) daily trading 
volume, the prior business day's reported closing price, NAV and mid-
point of the bid/ask spread at the time of calculation of such NAV (the 
``Bid/Ask Price''),\23\ and a calculation of the premium and discount 
of the Bid/Ask Price against the NAV, and (2) data in chart format 
displaying the frequency distribution of discounts and premiums of the 
daily Bid/Ask Price against the NAV, within appropriate ranges, for 
each of the four previous calendar quarters. On each business day, 
before commencement of trading in Shares in the Core Trading Session on 
the Exchange, the Fund will disclose on its Web site the Disclosed 
Portfolio as defined in NYSE Arca Equities Rule 8.600(c)(2) held by the 
Fund and the Subsidiary that will form the basis for the Fund's 
calculation of NAV at the end of the business day.\24\
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    \23\ The Bid/Ask Price of the Fund will be determined using mid-
point of the highest bid and the lowest offer on the Exchange as of 
the time of calculation of the Fund's NAV. The records relating to 
Bid/Ask Prices will be retained by the Fund and its service 
providers.
    \24\ Under accounting procedures followed by the Fund, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, the Fund 
will be able to disclose at the beginning of the business day the 
portfolio that will form the basis for the NAV calculation at the 
end of the business day.
---------------------------------------------------------------------------

    On a daily basis, the Fund will disclose for each portfolio 
security, futures contract and other financial instrument of the Fund 
and the Subsidiary the following information on the Fund's Web site: 
ticker symbol (if applicable), name of security, futures contract and 
financial instrument, number of shares, if applicable, and dollar value 
of each security, futures contract and financial instrument held in the 
portfolio, and percentage weighting of the security, futures contract 
and financial instrument in the portfolio. The Web site information 
will be publicly available at no charge. Information on the value and 
the constituents of the Benchmark may be found on the Web site of FTSE, 
the Benchmark's provider, at www.ftse.com.
    In addition, for in-kind creations, a basket composition file, 
which will include the security names and share quantities to deliver 
in exchange for Shares, together with estimates and actual cash 
components, will be publicly disseminated daily prior to the opening of 
the Exchange via the NSCC. The basket will represent one Creation Unit 
of the Fund.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), the Fund's Shareholder Reports, and the Trust's 
Form N-CSR and Form N-SAR, filed twice a year. The Trust's SAI and 
Shareholder Reports will be available free upon request from the Trust, 
and those documents and the Form N-CSR and Form N-SAR may be viewed on-
screen or downloaded from the Commission's Web site at www.sec.gov. 
Information regarding market price and 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. Information 
regarding the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers. Quotation and last sale information for the 
Shares will be available via the Consolidated Tape Association 
(``CTA'') high-speed line. In addition, the Portfolio Indicative Value, 
as defined in NYSE Arca Equities Rule 8.600(c)(3), will be widely 
disseminated at least every 15 seconds during the Core Trading Session 
by one or more major market data vendors.\25\ The dissemination of the 
Portfolio Indicative Value, together with the Disclosed Portfolio, will 
allow investors to determine the value of the underlying portfolio of 
the Fund on a daily basis and will provide a close estimate of that 
value throughout the trading day. The intra-day, closing and settlement 
prices of the portfolio investments (e.g., futures contracts and 
Underlying ETFs) are also readily available from the exchanges trading 
such securities or futures contracts, automated quotation systems, 
published or other public sources, or on-line information services such 
as Bloomberg or Reuters.
---------------------------------------------------------------------------

    \25\ Currently, it is the Exchange's understanding that several 
major market data vendors widely disseminate Portfolio Indicative 
Values taken from CTA or other data feeds.
---------------------------------------------------------------------------

    Additional information regarding the Trust and the Shares, 
including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings disclosure policies, distributions 
and taxes is included in the Registration Statement. All terms relating 
to the Fund that are referred to, but not defined in, this proposed 
rule change are defined in the Registration Statement.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of the Fund.\26\ Trading in Shares of the Fund 
will be halted if the circuit breaker parameters in NYSE Arca Equities 
Rule 7.12 have been reached. Trading also may be halted because of 
market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable. These may include: (1) the 
extent to which trading is not occurring in the securities, futures 
contracts and/or the financial instruments comprising the Disclosed 
Portfolio of the Fund; or (2) whether other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present. Trading in the Shares will be subject to NYSE Arca 
Equities Rule 8.600(d)(2)(D), which sets forth circumstances under 
which Shares of the Fund may be halted.
---------------------------------------------------------------------------

    \26\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace from 4:00 a.m. to 8:00 p.m. Eastern time in 
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late 
Trading Sessions). The Exchange has appropriate rules to facilitate 
transactions in the Shares during all trading sessions. As provided in 
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price 
variation (``MPV'') for quoting and entry of orders in equity 
securities traded on the NYSE Arca Marketplace is $0.01, with the 
exception of securities that are priced less than $1.00 for which the 
MPV for order entry is $0.0001.
Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are

[[Page 32493]]

designed to detect violations of Exchange rules and applicable federal 
securities laws.\27\ The Exchange represents that these procedures are 
adequate to properly monitor Exchange trading of the Shares in all 
trading sessions and to deter and detect violations of Exchange rules 
and applicable federal securities laws.
---------------------------------------------------------------------------

    \27\ FINRA surveils trading on the Exchange pursuant to a 
regulatory services agreement. The Exchange is responsible for 
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations. FINRA, on 
behalf of the Exchange, will communicate as needed regarding trading in 
the Shares with other markets that are members of the ISG or with which 
the Exchange has in place a comprehensive surveillance sharing 
agreement.\28\ All U.S. securities exchanges, Hong Kong Exchanges and 
Clearing Limited and SGX are members of the ISG.
---------------------------------------------------------------------------

    \28\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio for the Fund may trade on markets that are 
members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    The Fund will invest solely in SGX-listed futures contracts on the 
Benchmark. It is possible that the futures contracts on the Benchmark 
may become listed on other exchanges that are members of ISG or with 
which the Exchange has in place a comprehensive surveillance sharing 
agreement, at which time the Fund may invest in those futures contracts 
listed on such exchanges. To the extent that the Fund or the Subsidiary 
were to invest in futures contracts on the Benchmark that were traded 
on exchanges other than SGX, not more than 10% of the weight of such 
futures contracts held by the Fund or the Subsidiary in the aggregate 
would consist of components whose principal trading market is not a 
member of ISG or is a market with which the Exchange does not have a 
comprehensive surveillance sharing agreement. Furthermore, to the 
extent that the Fund invests directly in China A-Shares, not more than 
10% of the weight of the Fund's portfolio in the aggregate shall 
consist of such China A-Shares whose principal trading market is not a 
member of ISG or is a market with which the Exchange does not have a 
comprehensive surveillance sharing agreement.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
Equity Trading Permit (``ETP'') Holders in an Information Bulletin 
(``Bulletin'') of the special characteristics and risks associated with 
trading the Shares. Specifically, the Bulletin will discuss the 
following: (1) The procedures for purchases and redemptions of Shares 
in Creation Unit aggregations (and that Shares are not individually 
redeemable); (2) 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; (3) the risks 
involved in trading the Shares during the Opening and Late Trading 
Sessions when an updated Portfolio Indicative Value will not be 
calculated or publicly disseminated; (4) how information regarding the 
Portfolio Indicative Value will be disseminated; (5) 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 (6) trading information.
    In addition, the Bulletin will reference that the Fund is subject 
to various fees and expenses described in the Registration Statement. 
The Bulletin will discuss any exemptive, no-action, and interpretive 
relief granted by the Commission from any rules under the Act. The 
Bulletin will also disclose that the NAV for the Shares will be 
calculated after 4:00 p.m. Eastern time each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \29\ 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.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.600. The Exchange has in place surveillance procedures that are 
adequate to properly monitor trading in the Shares in all trading 
sessions and to deter and detect violations of Exchange rules and 
applicable federal securities laws. The Adviser is affiliated with a 
broker-dealer, and has implemented a fire wall with respect to its 
broker-dealer affiliate regarding access to information concerning the 
composition and/or changes to the portfolio. The Exchange may obtain 
information via ISG from other exchanges that are members of ISG, 
including Hong Kong Exchanges and Clearing Limited and SGX, or with 
which the Exchange has entered into a comprehensive surveillance 
sharing agreement. The holdings of the Fund will be comprised primarily 
of SGX-listed futures contracts on the Benchmark, as well as Underlying 
ETFs that provide exposure to the China A-Shares market. The Fund also 
will invest directly in A-Shares to the extent permissible under 
Chinese law. The Fund expects to invest its remaining assets in U.S. 
government securities, money market instruments, cash and cash 
equivalent securities (i.e., corporate commercial paper) in order to 
collateralize investments in futures or for other purposes. If the Fund 
may not invest directly in China A-Shares through the QFII license, as 
described above, then it will not invest in any non-U.S. equity 
securities (other than shares of the Subsidiary and Underlying ETFs 
listed on HKSE). Futures contracts are the only derivative instrument 
that the Fund will use as part of its investment strategy. The Fund 
will not invest in options or swaps. The Fund will limit its 
investments in illiquid securities to 15% of its net assets. The Fund's 
investments will be consistent with the Fund's investment objective and 
will not be used to enhance leverage. Information on the value and the 
constituents of the Benchmark may be found on the Web site of FTSE, 
www.ftse.com. The intra-day, closing and settlement prices of the 
portfolio investments (e.g., futures contracts and Underlying ETFs) 
also are readily available from the exchanges trading such securities 
or futures contracts, automated quotation systems, published or other 
public sources, or on-line information services.
    As stated above, the Fund will invest solely in futures contracts 
on the Benchmark that are listed on the SGX. If futures contracts on 
the Benchmark become listed on other exchanges that are members of ISG 
or with which the Exchange has in place a comprehensive surveillance 
sharing agreement, the

[[Page 32494]]

Fund may invest in those futures contracts listed on such exchanges. To 
the extent that the Fund or the Subsidiary were to invest in futures 
contracts on the Benchmark that were traded on exchanges other than 
SGX, not more than 10% of the weight of such futures contracts held by 
the Fund or the Subsidiary in the aggregate would consist of components 
whose principal trading market is not a member of ISG or is a market 
with which the Exchange does not have a comprehensive surveillance 
sharing agreement. Furthermore, to the extent that the Fund invests 
directly in China A-Shares, not more than 10% of the weight of the 
Fund's portfolio in the aggregate shall consist of such China A-Shares 
whose principal trading market is not a member of ISG or is a market 
with which the Exchange does not have a comprehensive surveillance 
sharing agreement.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that the Exchange will obtain a representation from the issuer of the 
Shares that the NAV per Share will be calculated daily, and that the 
NAV and the Disclosed Portfolio will be made available to all market 
participants at the same time. In addition, a large amount of 
information will be publicly available regarding the Fund and the 
Shares, thereby promoting market transparency. Moreover, the Portfolio 
Indicative Value will be widely disseminated through the facilities of 
the CTA or by one or more major market data vendors at least every 15 
seconds during the Exchange's Core Trading Session. On each business 
day, before commencement of trading in Shares in the Core Trading 
Session on the Exchange, the Fund will disclose on its Web site the 
Disclosed Portfolio that will form the basis for the Fund's calculation 
of NAV at the end of the business day. Information regarding market 
price and trading volume of the Shares will be continually available on 
a real-time basis throughout the day on brokers' computer screens and 
other electronic services, and quotation and last sale information will 
be available via the CTA high-speed line. The Web site for the Fund 
will include a form of the prospectus for the Fund and additional data 
relating to NAV and other applicable quantitative information. 
Moreover, 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. Trading 
in Shares of the Fund will be halted if the circuit breaker parameters 
in NYSE Arca Equities Rule 7.12 have been reached or because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable, and trading in the Shares will be 
subject to NYSE Arca Equities Rule 8.600(d)(2)(D), which sets forth 
circumstances under which trading in Shares of the Fund may be halted. 
In addition, as noted above, investors will have ready access to 
information regarding the Fund's holdings, the Portfolio Indicative 
Value, the Disclosed Portfolio, and quotation and last sale information 
for the Shares.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of actively-managed exchange-traded product that 
will enhance competition among market participants, to the benefit of 
investors and the marketplace. As noted above, the Exchange has in 
place surveillance procedures relating to trading in the Shares and may 
obtain information via ISG from other exchanges that are members of ISG 
or with which the Exchange has entered into a comprehensive 
surveillance sharing agreement. In addition, as noted above, investors 
will have ready access to information regarding the Fund's holdings, 
the Portfolio Indicative Value, the Disclosed Portfolio, and quotation 
and last sale information for the Shares.

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 purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of an 
additional type of actively-managed exchange-traded product that has an 
index of Chinese stocks as its Benchmark and that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2013-56 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2013-56. 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

[[Page 32495]]

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-NYSEArca-2013-56 and should be submitted on or before 
June 20, 2013.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
---------------------------------------------------------------------------

    \30\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-12821 Filed 5-29-13; 8:45 am]
BILLING CODE 8011-01-P