[Federal Register Volume 79, Number 32 (Tuesday, February 18, 2014)]
[Notices]
[Pages 9298-9302]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-03383]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71521; File No. SR-NASDAQ-2013-155]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing of Amendment Nos. 1 and 2 and Order Granting 
Accelerated Approval of Proposed Rule Change, as Modified by Amendment 
Nos. 1 and 2, To List and Trade Shares of the AdvisorShares YieldPro 
ETF of AdvisorShares Trust

February 11, 2014.

I. Introduction

    On December 13, 2013, The NASDAQ Stock Market LLC (``Nasdaq'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to list and trade the shares 
(``Shares'') of the AdvisorShares YieldPro ETF (the ``Fund'') under 
Nasdaq Rule 5735. The proposed rule change was published for comment in 
the Federal Register on January 2, 2014.\3\ The Commission received no 
comments on the proposal. On January 3, 2014, Nasdaq filed Amendment 
No. 1 to the proposal.\4\ On January 31, 2014, Nasdaq filed Amendment 
No. 2 to the proposal.\5\ The Commission is publishing this notice to 
solicit comments on Amendment Nos. 1 and 2 from interested persons and 
is approving the proposed rule change, as modified by Amendment Nos. 1 
and 2, on an accelerated basis.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 71193 (Dec. 26, 
2013), 79 FR 0173 (Jan. 2, 2014) (``Notice'').
    \4\ In Amendment No. 1, Nasdaq amended the proposed rule change 
to clarify that certain requirements, discussed in note 7 and 
accompanying text, infra, are applicable to the Sub-Adviser as well 
as the Adviser, and to clarify through the deletion of certain text 
that the Fund does not intend to invest in non-listed American 
Depositary Receipts (``ADRs''), swaps, or over-the-counter equity 
securities.
    \5\ In Amendment No. 2, Nasdaq amended the proposed rule change 
to remove inapplicable information regarding general limitations on 
investments in shares of investment companies.
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II. Description of the Proposed Rule Change

    The Exchange proposes to list and trade Shares of the Fund under 
Nasdaq Rule 5735, which governs the listing and trading of Managed Fund 
Shares on the Exchange. The Shares will be offered by AdviserShares 
Trust (``Trust''). The Trust is registered with the Commission as an 
investment company.\6\ The Fund is a series of the Trust.
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    \6\ The Trust has filed a registration statement on Form N-1A 
(``Registration Statement'') with the Commission. See Registration 
Statement on Form N-1A for the Trust, dated August 7, 2013 (File 
Nos. 333-157876 and 811-22110). In addition, the Commission has 
issued an order granting certain exemptive relief to the Trust under 
the Investment Company Act of 1940 (``1940 Act''). See Investment 
Company Act Release No. 28822 (July 20, 2009) (File No. 812-13677).
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    AdvisorShares Investments, LLC will be the investment adviser 
(``Adviser'') to the Fund. The Elements Financial Group, LLC will be 
the investment sub-adviser (``Sub-Adviser'') to the Fund. Foreside Fund 
Services, LLC (``Distributor'') will be the principal underwriter and 
distributor of the Fund's Shares. The Bank of New York Mellon will act 
as the administrator, accounting agent, custodian and transfer agent to 
the Fund.
    The Exchange represents that the Adviser and Sub-Adviser are 
neither a broker-dealer nor affiliated with a broker-dealer.\7\ The 
Exchange also represents that the Shares will be subject to Nasdaq Rule 
5735, which sets forth the initial and continued listing criteria 
applicable to Managed Fund Shares \8\ and that for initial and 
continued listing, the Fund must be in compliance with Rule 10A-3 under 
the Act.\9\ The Exchange has made the following additional 
representations and statements in describing the Fund and its 
investment strategy, including portfolio holdings and investment 
restrictions.
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    \7\ See Notice supra note 3, 79 FR at 0174, and Amendment No. 1, 
supra note 4. The Exchange states in the event (a) the Adviser or 
Sub-Adviser becomes, or becomes newly affiliated with a broker-
dealer, or registers as 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 and/or such broker-dealer affiliate, if 
applicable, regarding access to information concerning the 
composition and 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. See id.
    \8\ See Notice supra note 3 at 0177.
    \9\ See 17 CFR 240.10A-3. See also Notice, supra note 3 at 0177.
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Principal Investments

    According to the Exchange, the Fund's investment objective will be 
to provide current income and capital appreciation. The Fund will be an 
actively managed exchange traded fund (``ETF'') that is a ``fund of 
funds'' seeking to achieve its investment objective by primarily 
investing in both long and short positions in other

[[Page 9299]]

affiliated and unaffiliated ETFs \10\ that offer diversified exposure 
to fixed income and other income producing securities. The Fund's 
investments may, at various times, include bonds and instruments issued 
by the U.S. government,\11\ U.S. investment grade corporate debt, high 
yield bonds, municipal bonds, and mortgage-backed securities. The Fund 
will not invest in residential-mortgage backed securities or other 
asset-backed securities. The Fund may also invest in equity, inverse or 
other types of ETFs to supplement its fixed income ETF positions. The 
Fund intends to invest the majority of its assets in investments that 
provide a competitive yield on a risk-adjusted basis. The Fund will 
also allocate its investments to instruments which provide little or no 
yield for diversification or risk management purposes.
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    \10\ As described in the Registration Statement, an ETF is an 
investment company registered under the 1940 Act that holds a 
portfolio of securities. Many ETFs are designed to track the 
performance of a securities index, including industry, sector, 
country and region indexes. ETFs included in the Fund will be listed 
and traded in the U.S. on registered exchanges. The Fund may invest 
in the securities of ETFs in excess of the limits imposed under the 
1940 Act pursuant to exemptive orders obtained by other ETFs and 
their sponsors from the Commission. The ETFs in which the Fund may 
invest include Index Fund Shares (as described in Nasdaq Rule 5705), 
Portfolio Depositary Receipts (as described in Nasdaq Rule 5705), 
and Managed Fund Shares (as described in Nasdaq Rule 5735). While 
the Fund may invest in inverse ETFs, the Fund will not invest in 
leveraged or inverse leveraged (e.g., 2X or -3X) ETFs.
    \11\ Such securities will include securities that are issued or 
guaranteed by the U.S. Treasury, by various agencies of the U.S. 
government, or by various instrumentalities, which have been 
established or sponsored by the U.S. government. U.S. Treasury 
obligations are backed by the ``full faith and credit'' of the U.S. 
government. Securities issued or guaranteed by federal agencies and 
U.S. government-sponsored instrumentalities may or may not be backed 
by the full faith and credit of the U.S. government.
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    In seeking to achieve its investment objective, the Fund may also 
invest directly in U.S.-traded fixed income and equity securities, 
certain derivatives described below, namely options, futures, and 
structured notes; and other exchange-traded products (``ETPs'').
    The Fund may trade put and call options on securities, securities 
indices and currencies. The Fund may purchase put and call options on 
securities to protect against a decline in the market value of the 
securities in its portfolio or to anticipate an increase in the market 
value of securities that the Fund may seek to purchase in the future. 
The Fund may write covered call options on securities as a means of 
increasing the yield on its assets and as a means of providing limited 
protection against decreases in its market value. The Fund may purchase 
and write options on an exchange or over-the-counter.
    The Fund may buy and sell futures contracts. The Fund will only 
enter into futures contracts that are traded on a national futures 
exchange regulated by the Commodities Futures Trading Commission 
(``CFTC'').\12\ The Fund may use futures contracts and related options 
for bona fide hedging; attempting to offset changes in the value of 
securities held or expected to be acquired or be disposed of; 
attempting to gain exposure to a particular market, index or 
instrument; or other risk management purposes. The Fund may buy and 
sell index futures contracts with respect to any index that is traded 
on a recognized exchange or board of trade.
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    \12\ To the extent the Fund invests in futures, options on 
futures or other instruments subject to regulation by the CFTC, it 
will do so in reliance on and in compliance with CFTC regulations in 
effect from time to time and in accordance with the Fund's policies. 
The Trust, on behalf of certain of its series, has filed a notice of 
eligibility for exclusion from the definition of the term 
``commodity pool operator'' in accordance with CFTC Regulation 4.5. 
Therefore, neither the Trust nor the Fund is deemed to be a 
``commodity pool'' or ``commodity pool operator'' with respect to 
the Fund under the Commodity Exchange Act (``CEA''), and they are 
not subject to registration or regulation as such under the CEA. In 
addition, as of the date of this filing, the Adviser is not deemed 
to be a ``commodity pool operator'' or ``commodity trading adviser'' 
with respect to the advisory services it provides to the Fund. The 
CFTC recently adopted amendments to CFTC Regulation 4.5 and has 
proposed additional regulatory requirements that may affect the 
extent to which the Fund invests in instruments that are subject to 
regulation by the CFTC and impose additional regulatory obligations 
on the Fund and the Adviser. The Fund reserves the right to engage 
in transactions involving futures and options thereon to the extent 
allowed by CFTC regulations in effect from time to time and in 
accordance with the Fund's policies.
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    The Fund may invest in structured notes, which are debt obligations 
that also contain an embedded derivative component with characteristics 
that adjust the obligation's risk/return profile. Generally, the 
performance of a structured note will track that of the underlying debt 
obligation and the derivative embedded within it. The Fund has the 
right to receive periodic interest payments from the issuer of the 
structured notes at an agreed-upon interest rate and a return of the 
principal at the maturity date.
    On a day-to-day basis, the Fund may hold money market 
instruments,\13\ cash, other cash equivalents, and ETPs that invest in 
these and other highly liquid instruments to collateralize its 
derivative or short positions.
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    \13\ For the Fund's purposes, money market instruments will 
include: Short-term, high-quality securities issued or guaranteed by 
U.S. governments, agencies and instrumentalities; non-convertible 
corporate debt securities with remaining maturities of not more than 
397 days that satisfy ratings requirements under Rule 2a-7 of the 
1940 Act; money market mutual funds; and deposits and other 
obligations of U.S. and non-U.S. banks and financial institutions. 
As a related matter, according to the Registration Statement, the 
Fund may invest in shares of money market mutual funds to the extent 
permitted by the 1940 Act.
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Other Investments

    The Fund may invest in certificates of deposit issued against funds 
deposited in a bank or savings and loan association. In addition, the 
Fund may invest in bankers' acceptances, which are short-term credit 
instruments used to finance commercial transactions.
    The Fund also may invest in fixed time deposits, which are bank 
obligations payable at a stated maturity date and bearing interest at a 
fixed rate. Additionally, the Fund may invest in commercial paper, 
which are short-term unsecured promissory notes. The Fund may invest in 
commercial paper rated A-1 or A-2 by Standard and Poor's Rating 
Services or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or, 
if unrated, judged by the Adviser to be of comparable quality. 
Together, these Other Investments will make up less than 20% of the 
Fund assets under normal circumstances.

Investment Restrictions

    The Fund may not invest more than 25% of the value of its total 
assets in securities of issuers in any one industry or group of 
industries. This restriction will not apply to obligations issued or 
guaranteed by the U.S. government, its agencies or instrumentalities, 
or securities of other investment companies.
    The Fund will not purchase securities of open-end or closed-end 
investment companies except in compliance with the 1940 Act.
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (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 assets. Illiquid assets 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.
    Additional information regarding the Trust, Fund, and Shares, 
including

[[Page 9300]]

investment strategies, risks, creation and redemption procedures, fees, 
portfolio holdings, disclosure policies, distributions and taxes, 
calculation of net asset value per share (``NAV''), availability of 
information, trading rules and halts, and surveillance procedures, 
among other things, can be found in the Notice or the Registration 
Statement, as applicable.\14\
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    \14\ See Notice and Registration Statement, supra notes 3 and 6, 
respectively.
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment Nos. 1 and 2, is consistent with the 
requirements of Section 6 of the Act \15\ and the rules and regulations 
thereunder applicable to a national securities exchange.\16\ In 
particular, the Commission finds that the proposed rule change is 
consistent with the requirements of Section 6(b)(5) of the Act,\17\ 
which requires, among other things, that the Exchange'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 facilitating transactions in 
securities, 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 notes that 
the Fund and the Shares must comply with the requirements of Nasdaq 
Rule 5735 to be listed and traded on the Exchange.
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    \15\ 15 U.S.C. 78(f).
    \16\ In approving this proposed rule change, the Commission 
notes that it has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
    \17\ 15 U.S.C. 78f(b)(5).
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    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,\18\ which sets forth Congress' 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 Nasdaq 
proprietary quote and trade services, as well as in accordance with the 
Unlisted Trading Privileges and the Consolidated Tape Association plans 
for the Shares and any underlying exchange-traded products.\19\ In 
addition, the Intraday Indicative Value (as defined in Nasdaq Rule 
5735(c)(3)) will be based upon the current value of the components of 
the Disclosed Portfolio (as defined in Nasdaq Rule 5735(c)(2)), will be 
available on the NASDAQ OMX Information LLC proprietary index data 
service,\20\ and will be updated and widely disseminated and broadly 
displayed at least every 15 seconds during the Regular Market 
Session.\21\ On each business day, before commencement of trading in 
Shares in the Regular Market Session on the Exchange, the Fund will 
disclose on its Web site the Disclosed Portfolio, which will form the 
basis for the Fund's calculation of NAV at the end of the business 
day.\22\ The NAV of the Fund will be determined once each business day, 
normally as of the close of trading on the New York Stock Exchange 
(normally 4:00 p.m. Eastern time).\23\ Information regarding market 
price and volume of the Shares will be continually available on a real-
time basis throughout the day on brokers' computer screens and other 
electronic services.\24\ 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.\25\ Intra-day, 
executable price quotations for the securities and other assets held by 
the Fund will be available from major broker-dealer firms or on the 
exchange on which they are traded, as applicable.\26\ Intra-day price 
information will also be available through subscription services, such 
as Bloomberg, Markit, and Thomson Reuters, which can be accessed by 
authorized participants and other investors.\27\ The Fund's Web site 
will include a form of the prospectus for the Fund and additional data 
relating to NAV and other applicable quantitative information.\28\
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    \18\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \19\ See Notice, supra note 3, 79 FR at 0177.
    \20\ According to the Exchange, the NASDAQ OMX Global Index Data 
Service is the NASDAQ OMX global index data feed service, offering 
real-time updates, daily summary messages, and access to widely 
followed indexes and Intraday Indicative Values for exchange-traded 
funds. See id.
    \21\ See id.
    \22\ The Web site information will be publicly available at no 
charge. See id.
    \23\ See id. at 0175.
    \24\ See id. at 0177.
    \25\ See id.
    \26\ See id.
    \27\ See id.
    \28\ See id. at 0179.
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    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 Exchange will obtain a 
representation from the issuer of the Shares that the NAV will be 
calculated daily and that the NAV and the Disclosed Portfolio will be 
made available to all market participants at the same time.\29\ 
Further, trading in the Shares will be subject to Nasdaq 5735(d)(2)(D), 
which sets forth circumstances under which trading in the Shares may be 
halted.\30\ The Exchange may halt trading in the Shares if trading is 
not occurring in the securities or the financial instruments 
constituting the Disclosed Portfolio or if other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present.\31\ Further, 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.\32\ The Exchange 
states that it has a general policy prohibiting the distribution of 
material, non-public information by its employees.\33\ The Exchange 
also states that neither the Adviser nor Sub-Adviser is a broker-dealer 
and that in the event (a) the Adviser or Sub-Adviser becomes, or 
becomes newly affiliated with a broker-dealer or registers as 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 and/or such broker-
dealer affiliate regarding access to information concerning the 
composition of or changes to the portfolio and will be subject to 
procedures designed to prevent the use and dissemination of material, 
non-public information regarding the portfolio.\34\
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    \29\ See id. at 0177.
    \30\ See id. at 0177.
    \31\ See id. See also 5735(d)(2)(C) (providing additional 
considerations for the suspension of trading in or removal from 
listing of Managed Fund Shares on the Exchange). 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. Nasdaq will halt or pause trading in the Shares under 
the conditions specified in Nasdaq Rules 4120 and 4121, including 
the trading pauses under Nasdaq Rules 4120(a)(11) and (12). 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. 
See Notice, supra note 3, 79 FR at 0177.
    \32\ See Nasdaq Rule 5735(d)(2)(B)(ii).
    \33\ See Notice, supra note 3, 79 FR at 0178.
    \34\ See supra note 7 and accompanying text.

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[[Page 9301]]

    In support of this proposal, the Exchange has made representations, 
including:
    (1) 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.
    (2) The Shares will be subject to Rule 5735, which sets forth the 
initial and continued listing criteria applicable to Managed Fund 
Shares.
    (3) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (4) Prior to the commencement of trading, the Exchange will inform 
its members in an Information Circular of the special characteristics 
and risks associated with trading the Shares. Specifically, the 
Information Circular will discuss the following: (a) The procedures for 
purchases and redemptions of Shares in Creation Units (and that Shares 
are not individually redeemable); (b) Nasdaq Rule 2111A, which imposes 
suitability obligations on Nasdaq members with respect to recommending 
transactions in the Shares to customers; (c) how information regarding 
the Intraday Indicative Value is disseminated; (d) the risks involved 
in trading the Shares during the Pre-Market and Post-Market Sessions 
when an updated Intraday Indicative Value will not be calculated or 
publicly disseminated; (e) the requirement that members deliver a 
prospectus to investors purchasing newly issued Shares prior to or 
concurrently with the confirmation of a transaction; and (f) trading 
information.
    (5) Trading in the Shares will be subject to the existing trading 
surveillances, administered by both Nasdaq and the Financial Industry 
Regulatory Authority (``FINRA'') on behalf of the Exchange, which are 
designed to detect violations of Exchange rules and applicable federal 
securities laws, and 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.
    (6) FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares and other exchange-traded securities 
and instruments held by the Fund with other markets and other entities 
that are members of the Intermarket Surveillance Group (``ISG'') \35\ 
and FINRA may obtain trading information regarding trading in the 
Shares and exchange-traded securities and instruments held by the Fund 
from such markets and other entities. In addition, the Exchange may 
obtain information regarding trading in the Shares and exchange-traded 
securities and instruments held by the Fund from markets and other 
entities that are members of ISG, which includes securities and futures 
exchanges, or with which the Exchange has in place a comprehensive 
surveillance sharing agreement. Such securities and instruments will 
compose at least 90% of the Fund's assets at all times.
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    \35\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio may trade on markets that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement.
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    (7) For initial and continued listing, the Fund must be in 
compliance with Rule 10A-3 under the Exchange Act.\36\
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    \36\ 17 CFR 240.10A-3.
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    (8) A minimum of 100,000 Shares will be outstanding at the 
commencement of trading on the Exchange.
    (9) The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment); 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 assets.
    (10) The Fund will not invest in swaps.
    (11) The Fund will not invest in leveraged or inverse leveraged 
ETFs.
    (12) The Fund's investments will be consistent with the Fund's 
investment objective.

This approval order is based on all of the Exchange's representations 
and description of the Fund, including those set forth above and in the 
Notice.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning whether Amendment Nos. 1 and 2 are 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-NASDAQ-2013-155 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-NASDAQ-2013-155. 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 also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2013-155, and should 
be submitted on or before March 11, 2014.

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment Nos. 1 and 2

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment Nos. 1 and 2, prior to the thirtieth 
day after the date of publication of notice in the Federal Register. 
The proposed Amendments state that certain responsibilities are 
applicable to the Sub-Adviser as well as the Adviser, and clarify that 
the fund will not invest in ADRs, swaps, or over-the-counter equity 
securities, and remove references to general limitations on investments 
in registered investment companies that are inapplicable to the Fund. 
The Amendments supplement the proposed rule change by adding 
protections (with respect to the additional obligations of the Sub-
Adviser) and greater clarity regarding

[[Page 9302]]

the intended investments of the Fund. Accordingly, the Commission finds 
good cause, pursuant to Section 19(b)(2) of the Act,\37\ to approve the 
proposed rule change, as modified by Amendment Nos. 1 and 2, on an 
accelerated basis.
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    \37\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\38\ that the proposed rule change (SR-NASDAQ-2013-155), as 
modified by Amendment Nos. 1 and 2, be, and it hereby is, approved on 
an accelerated basis.
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    \38\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\39\
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    \39\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-03383 Filed 2-14-14; 8:45 am]
BILLING CODE 8011-01-P