
[Federal Register Volume 79, Number 90 (Friday, May 9, 2014)]
[Notices]
[Pages 26789-26797]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-10653]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72096; File No. SR-NASDAQ-2014-040]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing of Proposed Rule Change Relating to the Listing and 
Trading of the Shares of the Calamos Focus Growth ETF of the Calamos 
ETF Trust

May 5, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on April 21, 2014, The NASDAQ Stock Market LLC (``Nasdaq'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by Nasdaq. 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\ 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

    Nasdaq proposes to list and trade the shares of the Calamos Focus 
Growth ETF, formerly known as the Calamos Select Growth ETF (the 
``Fund'') of the Calamos ETF Trust (the ``Trust'') under Nasdaq Rule 
5735 (``Managed Fund Shares'').\3\ The shares of the Fund are

[[Page 26790]]

collectively referred to herein as the ``Shares.''
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    \3\ The Commission approved Nasdaq Rule 5735 in Securities 
Exchange Act Release No. 57962 (June 13, 2008), 73 FR 35175 (June 
20, 2008) (SR-NASDAQ-2008-039). There are already multiple actively-
managed funds listed on the Exchange; see Securities Exchange Act 
Release No. 66175 (February 29, 2012), 77 FR 13379 (March 6, 2012) 
(SR-NASDAQ-2012-004) (order approving listing and trading of 
WisdomTree Emerging Markets Corporate Bond Fund). Additionally, the 
Commission has previously approved the listing and trading of a 
number of actively-managed WisdomTree funds on NYSE Arca, Inc. 
pursuant to Rule 8.600 of that exchange. See, e.g., Securities 
Exchange Act Release No. 64643 (June 10, 2011), 76 FR 35062 (June 
15, 2011) (SR-NYSEArca-2011-21) (order approving listing and trading 
of WisdomTree Global Real Return Fund). The Exchange believes the 
proposed rule change raises no significant issues not previously 
addressed in those prior Commission orders.
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    The text of the proposed rule change is available at http://nasdaq.cchwallstreet.com/, at Nasdaq's principal office, 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, Nasdaq included statements 
concerning the purpose of, and basis for, the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. Nasdaq has prepared summaries, set forth in Sections A, 
B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade the Shares of the Fund 
under Nasdaq Rule 5735, which governs the listing and trading of 
Managed Fund Shares \4\ on the Exchange. The Fund will be an actively-
managed exchange-traded fund (``ETF''). The Shares will be offered by 
the Trust, which was established as a Delaware business trust on June 
17, 2013.\5\ The Trust is registered with the Commission as an 
investment company and has filed a registration statement on Form N-1A 
(``Registration Statement'') with the Commission.\6\ The Fund is a 
series of the Trust.
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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, as amended (15 U.S.C. 80a-1) (the ``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 Index Fund 
Shares, listed and traded on the Exchange under Nasdaq Rule 5705, 
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 has issued an order, upon which the Trust may 
rely, granting certain exemptive relief under the 1940 Act. See 
Investment Company Act Release No. 30653 (August 20, 2013) (File No. 
812-14169) (``Exemptive Order'').
    \6\ See Initial Registration Statement on Form N-1A for the 
Trust, dated September 13, 2013 (File Nos. 333-191151 and 811-
22887). The descriptions of the Fund and the Shares contained herein 
are based, in part, on information in the Registration Statement.
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    Calamos Advisors LLC will be the investment adviser (``Adviser'') 
to the Fund. Foreside Fund Services, LLC (the ``Distributor'') will be 
the principal underwriter and distributor of the Fund's Shares. State 
Street Bank and Trust (``SSB'') will act as the administrator, 
accounting agent, custodian and transfer agent to the Fund.
    Paragraph (g) of Rule 5735 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.\7\ In addition, paragraph 
(g) 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. Rule 5735(g) is similar to 
Nasdaq Rule 5705(b)(5)(A)(i); however, paragraph (g) 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, although it is affiliated 
with Calamos Financial Services LLC, a broker-dealer. The Adviser 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 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, 
as applicable, 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 
nonpublic information regarding such portfolio. The Adviser has no 
present intent or arrangement to become newly affiliated with any 
broker-dealer other than Calamos Financial Services LLC, and the Fund 
does not currently intend to use a sub-adviser.
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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 applicable 
federal securities laws as defined in Rule 204A-1(e)(4). 
Accordingly, procedures designed to prevent the communication and 
misuse of nonpublic 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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Calamos Focus Growth ETF
Principal Investments
    The Fund is a diversified, actively-managed ETF that intends to 
qualify each year as a regulated investment company under Subchapter M 
of the Internal Revenue Code of 1986, as amended.
    The Fund's primary investment objective is to achieve long-term 
capital growth. The Fund will pursue its objectives by investing 
primarily, i.e. at least 80% of its assets under normal market 
conditions,\8\ in U.S. exchange-listed equity securities. Under normal 
market conditions, the Fund will invest primarily in companies with 
market capitalization of greater than $1 billion that the Adviser 
believes offer the best opportunities for growth.
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    \8\ The term ``under normal market conditions'' as used herein 
includes, but is not limited to, the absence of adverse market, 
economic, political or other conditions, including extreme 
volatility or trading halts in the securities 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. In periods of 
extreme market disturbance, the Fund may take temporary defensive 
positions, by overweighting its portfolio in cash/cash-like 
instruments; however, to the extent possible, the Adviser would 
continue to seek to achieve the Fund's investment objectives.
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    When buying and selling growth-oriented securities, the Adviser 
will focus on the company's growth potential coupled with financial

[[Page 26791]]

strength and stability. When selecting specific growth-oriented 
securities, the Adviser will combine its top-down macroeconomic views 
with individual security selection (referred to as a ``bottom-up 
approach'') based on qualitative and quantitative research. The equity 
securities held by the Fund may include small- and mid-cap sized 
companies. The Fund may invest in equity securities issued by other 
registered investment companies (including money market funds).
    The Fund may invest up to 25% of its assets in foreign securities. 
The Fund's investment in such stocks may be in the form of direct 
investments in non-U.S. securities that are listed on non-U.S. 
exchanges or in the form of American Depositary Receipts (``ADRs''), 
Global Depositary Receipts (``GDRs'') and European Depositary Receipts 
(``EDRs'') (collectively, ``Depositary Receipts'').\9\ With respect to 
its investments in exchange-listed common stocks and Depositary 
Receipts of non-U.S. issuers, the Fund will generally invest in such 
securities that trade in markets that are members of the Intermarket 
Surveillance Group (``ISG'') or are parties to a comprehensive 
surveillance sharing agreement with the Exchange.
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    \9\ Depositary Receipts are receipts, typically issued by a bank 
or trust issuer, which evidence ownership of underlying securities 
issued by a non-U.S. issuer. For ADRs, the depository is typically a 
U.S. financial institution and the underlying securities are issued 
by a non-U.S. issuer. For other forms of Depositary Receipts, the 
depository may be a non-U.S. or a U.S. entity, and the underlying 
securities may be issued by a non-U.S. or a U.S. issuer. Depositary 
Receipts are not necessarily denominated in the same currency as 
their underlying securities. Generally, ADRs, issued in registered 
form, are designed for use in the U.S. securities markets, and EDRs, 
issued in bearer form, are designed for use in European securities 
markets. GDRs are tradable both in the United States and in Europe 
and are designed for use throughout the world.
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    The Fund will generally invest in sponsored Depositary Receipts 
that are listed on ISG member exchanges and that the Adviser deems as 
liquid at time of purchase. In certain limited circumstances, the Fund 
may invest in unlisted or unsponsored Depositary Receipts, Depositary 
Receipts listed on non-ISG member exchanges, or Depositary Receipts 
that the Adviser deems illiquid at the time of purchase or for which 
pricing information is not readily available.\10\ The issuers of 
unlisted or unsponsored Depositary Receipts are not obligated to 
disclose material information in the United States. Therefore, there 
may be less information available regarding such issuers and there may 
be no correlation between available information and the market value of 
the Depositary Receipts.
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    \10\ Not more than 10% of the net assets of the Fund, in the 
aggregate, will be invested in (1) unlisted or unsponsored 
Depositary Receipts; (2) Depositary Receipts not listed on an 
exchange that is a member of the ISG or a party to a comprehensive 
surveillance sharing agreement with the Exchange; or (3) unlisted 
common stocks or common stocks not listed on an exchange that is a 
member of the ISG or a party to a comprehensive surveillance sharing 
agreement with the Exchange.
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Other Investments
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid securities or other 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.\11\
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    \11\ 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), FN 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 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 does not apply to obligations issued or 
guaranteed by the U.S. government, its agencies or instrumentalities, 
or securities of other registered investment companies.\12\
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    \12\ 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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    While the Fund under normal circumstances will invest at least 80% 
of its assets in exchange-listed equity securities issued by U.S. 
companies, the Fund may invest the remaining assets in a variety of 
other securities and investments in support of its primary investment 
strategy, including, but not limited to: Equity securities traded over-
the-counter,\13\ convertible securities, synthetic convertible 
instruments, debt securities (including high yield fixed-income 
securities, loan participations and assignments, inflation-indexed 
bonds, municipal bonds, U.S. Government obligations (including stripped 
securities,\14\) and agency mortgage-backed securities), repurchase 
agreements, reverse repurchase agreements, exchange-traded options on 
exchange-traded securities, indexes and currencies, money market 
instruments,\15\ foreign currency forward contracts, futures contracts 
on securities indices and options on futures contracts on securities 
indices, warrants, [sic] total return swaps related to individual 
exchange-traded securities or securities indices. The Fund does not 
intend to use these other investments to create a leveraged return on 
the Fund's portfolio.
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    \13\ As noted previously, not more than 10% of the net assets of 
the Fund, in the aggregate, will be invested in certain Depositary 
Receipts or in unlisted common stocks or common stocks not listed on 
an exchange that is a member of the ISG or a party to a 
comprehensive surveillance sharing agreement with the Exchange.
    \14\ The term ``stripped security,'' as used herein, means a 
security that evidences ownership in either the future interest 
payments or the future principal payments on underlying U.S. 
Government, mortgage and other debt obligations. These securities 
generally are structured to make a lump-sum payment at maturity and 
do not make periodic payments of principal or interest.
    \15\ The term ``money market instruments,'' as used herein, 
means (i) short-term obligations issued by the U.S. Government; (ii) 
short term negotiable obligations of commercial banks, fixed time 
deposits 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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The Shares
    The Fund will issue and redeem Shares only in Creation Units at the 
net asset value (``NAV'') \16\ next determined after receipt of an 
order on a continuous basis every day except weekends and specified 
holidays. The NAV of the Fund will be determined once each business 
day, normally as of the close of trading of the NYSE, generally, 4:00 
p.m. Eastern time. Creation Unit sizes will be 50,000 Shares per 
Creation Unit.

[[Page 26792]]

The Trust will issue and sell Shares of the Fund only in Creation Units 
on a continuous basis through the Distributor, without a sales load 
(but subject to transaction fees), at their NAV per Share next 
determined after receipt of an order, on any business day, in proper 
form pursuant to the terms of the agreement executed with each 
Authorized Participant (as defined below).
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    \16\ The NAV of the Fund's Shares generally will be calculated 
once daily Monday through Friday as of the close of regular trading 
on the New York Stock Exchange (``NYSE''), generally 4:00 p.m. 
Eastern time (the ``NAV Calculation Time''). NAV per Share will be 
calculated by dividing the Fund's net assets by the number of Fund 
Shares outstanding. For more information regarding the valuation of 
Fund investments in calculating the Fund's NAV, see Registration 
Statement.
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    The consideration for purchase of a Creation Unit generally will 
consist of either (i) the in-kind deposit of a designated portfolio of 
securities (the ``Deposit Securities'') per each Creation Unit and the 
Cash Component (as defined below), computed as described below or (ii) 
the cash value of all or a portion of the Deposit Securities (``Deposit 
Cash'') and the ``Cash Component,'' computed as described below. The 
Fund may, under certain circumstances, effect a portion of creations 
and redemptions for cash, rather than in-kind securities, in accordance 
with the Exemptive Order.
    When accepting purchases of Creation Units for cash, the Fund may 
incur additional costs associated with the acquisition of Deposit 
Securities that would otherwise be provided by an in-kind purchaser. 
Together, the Deposit Securities or Deposit Cash, as applicable, and 
the Cash Component will constitute the ``Fund Deposit,'' which 
represents the minimum initial and subsequent investment amount for a 
Creation Unit of the Fund. The ``Cash Component'' will be an amount 
equal to the difference between the NAV of the Shares (per Creation 
Unit) and the market value of the Deposit Securities or Deposit Cash, 
as applicable. If the Cash Component is a positive number (i.e., the 
NAV per Creation Unit exceeds the market value of the Deposit 
Securities or Deposit Cash, as applicable), the Cash Component will be 
such positive amount. If the Cash Component is a negative number (i.e., 
the NAV per Creation Unit is less than the market value of the Deposit 
Securities or Deposit Cash, as applicable), the Cash Component will be 
such negative amount and the creator will be entitled to receive cash 
in an amount equal to the Cash Component. The Cash Component will serve 
the function of compensating for any difference between the NAV per 
Creation Unit and the market value of the Deposit Securities or Deposit 
Cash, as applicable.
    To be eligible to place orders with respect to creations and 
redemptions of Creation Units, an entity must be (i) a ``Participating 
Party,'' i.e., a broker-dealer or other participant in the clearing 
process through the Continuous Net Settlement System of the National 
Securities Clearing Corporation (``NSCC'') or (ii) a Depository Trust 
Company (``DTC'') Participant (a ``DTC Participant''). In addition, 
each Participating Party or DTC Participant (each, an ``Authorized 
Participant'') must execute an agreement that has been agreed to by the 
Distributor and SSB with respect to purchases and redemptions of 
Creation Units.
    SSB, through the NSCC, will make available on each business day, 
immediately prior to the opening of business on the Exchange's Regular 
Market Session (currently 9:30 a.m. Eastern time), the list of the 
names and the required number of shares of each Deposit Security and/or 
the required amount of Deposit Cash, as applicable, 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, subject to any 
relevant adjustments, will be applicable in order to effect purchases 
of Creation Units of the Fund until such time as the next announced 
composition of the Deposit Securities and/or the required amount of 
Deposit Cash, as applicable, is made available.
    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 SSB and only on a business day.
    With respect to the Fund, SSB, through the NSCC, will make 
available immediately prior to the opening of business on the Exchange 
(9:30 a.m. Eastern time) on each business day, the list of the names 
and share quantities of the Fund's portfolio securities (``Fund 
Securities'') and/or, if relevant, the required cash value thereof that 
will be applicable (subject to possible amendment or correction) to 
redemption requests received in proper form on that day. Fund 
Securities received on redemption may not be identical to Deposit 
Securities.
    Redemption proceeds for a Creation Unit will be paid either in kind 
or in cash or a combination thereof, as determined by the Trust. With 
respect to in kind redemptions of the Fund, redemption proceeds for a 
Creation Unit will consist of Fund Securities as announced by SSB on 
the business day of the request for redemption received in proper form 
plus 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 (the ``Cash 
Redemption Amount''), less a fixed redemption transaction fee and any 
applicable additional variable charge as set forth in the Registration 
Statement. In the event that the Fund Securities have a value greater 
than the NAV of the Shares, a compensating cash payment equal to the 
differential will be required to be made by or through an Authorized 
Participant by the redeeming shareholder. Notwithstanding the 
foregoing, at the Trust's discretion, an Authorized Participant may 
receive the corresponding cash value of the securities in lieu of one 
or more Fund Securities.
    The creation/redemption order cut off time for the Fund is expected 
to be 4:00 p.m. Eastern time for purchases of Shares. On days when the 
Exchange closes earlier than normal and in the case of custom orders, 
the Fund may require orders for Creation Units to be placed earlier in 
the day.
Net Asset Value
    The NAV per Share for the Fund will be computed by dividing the 
value of the net assets of the Fund (i.e., the value of its total 
assets less total liabilities) by the total number of Shares 
outstanding, rounded to the nearest cent. Expenses and fees, including 
the management fees, will be accrued daily and taken into account for 
purposes of determining NAV. The NAV of the Fund will be calculated by 
SSB and determined at the close of the regular trading session on the 
NYSE (ordinarily 4:00 p.m. Eastern time) on each day that such exchange 
is open. In calculating the Fund's NAV per Share, investments will 
generally be valued by using market valuations. A market valuation 
generally means a valuation (i) obtained from an exchange, a pricing 
service, or a major market maker (or dealer) or (ii) based on a price 
quotation or other equivalent indication of value supplied by an 
exchange, a pricing service, or a major market maker (or dealer).\17\
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    \17\ Under normal market conditions, the Fund will obtain 
pricing information on all of its assets from these sources.
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    Exchange-traded equities; futures contracts on securities indices 
and options on futures contracts on securities indices; warrants; 
exchange-traded options on exchange-traded securities, indexes or 
currencies; sponsored or unsponsored Depositary Receipts; or other 
exchange traded securities will be valued at the official closing price 
on their principal exchange or board of trade, or lacking any current 
reported sale at the time of valuation, at the mean between the most 
recent bid and asked quotations on its principal exchange or board of 
trade.

[[Page 26793]]

Portfolio securities traded on more than one securities exchange will 
be valued at the last sale price or official closing price, as 
applicable, on the business day as of which such value is being 
determined at the close of the exchange representing the principal 
market for such securities. Equity securities traded over-the-counter, 
convertible securities, synthetic convertible instruments, debt 
securities (including high yield fixed-income securities, loan 
participations and assignments, inflation-indexed bonds, municipal 
bonds, U.S. Government obligations (including stripped securities), and 
agency mortgage-backed securities) will be valued at the mean between 
the most recent bid and asked quotations received from pricing 
services; if the most recent bid and asked quotations are not available 
these securities will be valued in accordance with the Fund's fair 
valuation procedures. Repurchase agreements and reverse repurchase 
agreements are valued at cost. Money market instruments with maturities 
of less than 60 days will be valued at amortized cost; money market 
instruments with longer maturities will be valued at the mid-point of 
the bid-ask prices. Foreign currency forward contracts will be valued 
in U.S. dollars using an exchange price provided by a third party. 
Total return swaps related to individual exchange-traded securities or 
securities indices will be valued at the mean between bid and asked 
prices provided by a dealer (which may be the counterparty). Investment 
company shares will be valued at NAV, unless the shares are exchange-
traded, in which case they will be valued at the last sale or official 
closing price on the market on which they primarily trade.
    Notwithstanding the foregoing, in determining the value of any 
security or asset, the Fund may use a valuation provided by a pricing 
vendor employed by the Trust and approved by the Board. The pricing 
vendor may base such valuations upon dealer quotes, by analyzing the 
listed market, by utilizing matrix pricing, by analyzing market 
correlations and pricing and/or employing sensitivity analysis.
    The Adviser may use various pricing services, or discontinue the 
use of any pricing service, as approved by the Trust Board from time to 
time. A price obtained from a pricing service based on such pricing 
service's valuation matrix may be considered a market valuation. Any 
assets or liabilities denominated in currencies other than the U.S. 
dollar will be converted into U.S. dollars at the current market rates 
on the date of valuation as quoted by one or more sources.
    In the event that current market valuations are not readily 
available or such valuations do not reflect current market value, the 
Trust's procedures require the Adviser's Pricing Committee to determine 
a security's fair value if a market price is not readily available in 
accordance with the 1940 Act.\18\ In determining such value the 
Adviser's Pricing Committee may consider, among other things, (i) price 
comparisons among multiple sources, (ii) a review of corporate actions 
and news events, and (iii) a review of relevant financial indicators. 
In these cases, the Fund's NAV may reflect certain portfolio 
securities' fair values rather than their market prices. Fair value 
pricing involves subjective judgments and it is possible that the fair 
value determination for a security is materially different than the 
value that could be realized upon the sale of the security.
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    \18\ The Valuation Committee of the Trust Board will be 
responsible for the oversight of the pricing procedures of the Fund 
and the valuation of the Fund's portfolio. The Valuation Committee 
has delegated day-to-day pricing responsibilities to the Adviser's 
Pricing Committee, which will be composed of officers of the 
Adviser. The Pricing Committee will be responsible for the valuation 
and revaluation of any portfolio investments for which market 
quotations or prices are not readily available. The Fund has 
implemented procedures designed to prevent the use and dissemination 
of material, nonpublic information regarding valuation and 
revaluation of any portfolio investments.
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Availability of Information
    The Fund's Web site (www.calamos.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 Web site 
will include additional quantitative information updated on a daily 
basis, including, for the Fund: (1) The prior business day's reported 
NAV, mid-point of the bid/ask spread at the time of calculation of such 
NAV (the ``Bid/Ask Price''),\19\ 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 Regular Market 
Session\20\ on the Exchange, the Fund will disclose on its Web site the 
identities and quantities of the portfolio of securities and other 
assets (the ``Disclosed Portfolio'') held by the Fund that will form 
the basis for the Fund's calculation of NAV at the end of the business 
day.\21\ On a daily basis, the Disclosed Portfolio will include each 
portfolio security and other financial instruments of the Fund with the 
following information on the Fund's Web site: (1) Ticker symbol (if 
applicable), (2) name of security and financial instrument, (3) number 
of shares (if applicable) (4) dollar value of securities and financial 
instruments held in the Fund and (5) percentage weighting of the 
security and financial instrument in the Fund. The Web site information 
will be publicly available at no charge.
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    \19\ The Bid/Ask Price of the Fund will be determined using the 
midpoint of the highest bid and the lowest offer on the Exchange as 
of the time of calculation of such Fund's NAV. The records relating 
to Bid/Ask Prices will be retained by the Fund and its service 
providers.
    \20\ See Nasdaq Rule 4120(b)(4) (describing the three trading 
sessions on the Exchange: (1) Pre-Market Session from 4 a.m. to 9:30 
a.m. Eastern time; (2) Regular Market Session from 9:30 a.m. to 4 
p.m. or 4:15 p.m. Eastern time; and (3) Post-Market Session from 4 
p.m. or 4:15 p.m. to 8 p.m. Eastern time).
    \21\ Under accounting procedures to be 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''). 
Notwithstanding the foregoing, portfolio trades that are executed 
prior to the opening of the Exchange on any business day may be 
booked and reflected in NAV on such business day. 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.
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    In addition, for the Fund, an estimated value, defined in Rule 
5735(c)(3) as the ``Intraday Indicative Value,'' that reflects an 
estimated intraday value of the Fund's portfolio, will be disseminated. 
Moreover, the Intraday Indicative Value, available on the NASDAQ OMX 
Information LLC proprietary index data service,\22\ will be based upon 
the current value for the components of the Disclosed Portfolio and 
will be updated and widely disseminated and broadly displayed at least 
every 15 seconds during the Regular Market Session. The Intraday 
Indicative Value will be based on quotes and closing prices from the 
securities' local market and may not reflect events that occur 
subsequent to the local market's close. Intra-day, executable price 
quotations on the securities and other assets held by the Fund will be 
available from major broker-dealer firms. Intra-day price information 
on the securities and other assets held by the Fund will also be 
available through subscription or free services that can be

[[Page 26794]]

accessed by Authorized Participants and other investors: (a) Pricing 
information for exchange-traded equity securities; investment company 
securities; futures contracts on securities indices and options on 
futures contracts on securities indices; warrants; exchange-traded 
options on exchange-traded securities, indexes, or currencies; 
sponsored or unsponsored Depositary Receipts; or other exchange-traded 
securities will be publicly available from the Web sites of the 
exchanges on which they trade, on public financial Web sites, and 
through subscription services such as Bloomberg and Thompson Reuters; 
(b) pricing information regarding over-the-counter equities (including 
Depositary Receipts and certain investment company securities), 
convertible securities, synthetic convertible instruments, debt 
securities (including high yield fixed-income securities, loan 
participations and assignments, inflation-indexed bonds, municipal 
bonds, U.S. Government obligations (including stripped securities), and 
agency mortgage-backed securities), repurchase agreements, reverse 
repurchase agreements, money market instruments, and foreign currency 
forward contracts will be available through subscription services such 
as Markit, Bloomberg and Thompson Reuters; (c) pricing information on 
the reference index or security underlying total return swaps will be 
available on Bloomberg.
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    \22\ Currently, the NASDAQ OMX Global Index Data Service 
(``GIDS'') 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 ETFs. 
GIDS provides investment professionals with the daily information 
needed to track or trade NASDAQ OMX indexes, listed ETFs, or third-
party partner indexes and ETFs.
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    Premiums and discounts between the Intraday Indicative Value and 
the market price of the Fund's shares may occur. This should not be 
viewed as a ``real time'' update of the NAV per Share of the Fund, 
which is calculated only once a day.
    The dissemination of the Intraday 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.
    In addition, a basket composition file, which includes the security 
names, amounts and share quantities, as applicable, required to be 
delivered in exchange for the Fund's Shares, together with estimates 
and actual cash components, will be publicly disseminated daily prior 
to the opening of Nasdaq via NSCC. The basket will represent one 
Creation Unit of the Fund.
    Investors will also be able to obtain the Fund's Statement of 
Additional Information (``SAI''), the Fund's annual and semi-annual 
reports (together, ``Shareholder Reports''), and its Form N-CSR and 
Form N-SAR. The Fund's SAI and Shareholder Reports will be available 
free upon request from the Fund, 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 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 Nasdaq proprietary 
quote and trade services and via the Consolidated Tape Association 
plans for the Shares. Similarly, quotation and last sale information 
for any underlying exchange-traded products will also be available via 
the quote and trade services of their respective primary exchanges, as 
well as in accordance with the Unlisted Trading Privileges and the 
Consolidated Tape Association plans or through the Options Price 
Reporting Authority, or equivalent services related to futures, as 
applicable.
    Additional information regarding the Fund and the Shares, including 
investment strategies, risks, creation and redemption procedures, fees, 
Fund 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.
Initial and Continued Listing
    The Shares will be subject to Rule 5735, which sets forth the 
initial and continued listing criteria applicable to Managed Fund 
Shares. The Exchange represents that, for initial and/or continued 
listing, the Fund must be in compliance with Rule 10A-3 \23\ under the 
Act. A minimum of 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 
will be made available to all market participants at the same time.
---------------------------------------------------------------------------

    \23\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Trading Halts and Trading Pauses
    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 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 and/or the financial instruments 
constituting 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 also will be 
subject to Rule 5735(d)(2)(D), which sets forth circumstances under 
which Shares of the Fund may be halted.
Trading Rules
    Nasdaq deems the Shares to be equity securities, thus rendering 
trading in the Shares subject to Nasdaq's existing rules governing the 
trading of equity securities. Nasdaq will allow trading in the Shares 
from 4:00 a.m. until 8:00 p.m. Eastern time. The Exchange has 
appropriate rules to facilitate transactions in the Shares during all 
trading sessions. As provided in Nasdaq Rule 5735(b)(3), the minimum 
price variation for quoting and entry of orders in Managed Fund Shares 
traded on the Exchange is $0.01.
Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by both Nasdaq and 
also 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.\24\ 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.
---------------------------------------------------------------------------

    \24\ 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. In addition, 
the

[[Page 26795]]

Exchange may obtain information from the Trade Reporting and Compliance 
Engine (``TRACE''), which is the FINRA-developed vehicle that 
facilitates mandatory reporting of over-the-counter secondary market 
transactions in eligible fixed income securities.\25\
---------------------------------------------------------------------------

    \25\ All broker/dealers who are FINRA member firms have an 
obligation to report transactions in corporate bonds to TRACE.
---------------------------------------------------------------------------

    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares; exchange-traded equities; futures 
contracts on securities indices and options on futures contracts on 
securities indices; warrants; exchange-traded options on exchange-
traded securities, indexes, or currencies; exchange-listed investment 
companies; or other exchange-traded securities with other markets and 
other entities that are ISG members, and FINRA, on behalf of the 
Exchange, may obtain trading information regarding trading in the 
Shares, exchange-traded equities, futures contracts on securities 
indices and options on futures contracts on securities indices, 
warrants, exchange-traded options on exchange-traded securities indexes 
or currencies, exchange-listed investment companies, or other exchange-
traded securities from such markets and other entities. In addition, 
the Exchange may obtain information regarding trading in the Shares; 
exchange-traded equities; futures contracts on securities indices and 
options on futures contracts on securities indices; warrants; exchange-
traded options on exchange-traded securities, indexes, or currencies; 
exchange-listed investment companies; or other exchange-traded 
securities from markets and other entities that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement.\26\ FINRA, on behalf of the Exchange, is able to 
access, as needed, trade information for certain fixed income 
securities held by the Fund reported to FINRA's TRACE.
---------------------------------------------------------------------------

    \26\ For a list of the current members of ISG, see 
www.isgportal.org.
---------------------------------------------------------------------------

    Not more than 10% of the net assets of the Fund, in the aggregate, 
will be invested in (1) unlisted or unsponsored Depositary Receipts; 
(2) Depositary Receipts not listed on an exchange that is not a member 
of ISG or a party to a comprehensive surveillance sharing agreement 
with the Exchange; or (3) unlisted common stocks or commons stocks not 
listed on an exchange that is a member of the ISG or a party to a 
comprehensive surveillance sharing agreement with the Exchange. All 
futures and options held by the Fund will be listed on an exchange that 
is a member of the ISG or a party to a comprehensive surveillance 
sharing agreement with the Exchange.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, nonpublic information by its employees.
Information Circular
    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: (1) The procedures for purchases 
and redemptions of Shares in Creation Units (and that Shares are not 
individually redeemable); (2) Nasdaq Rule 2111A, which imposes 
suitability obligations on Nasdaq members with respect to recommending 
transactions in the Shares to customers; (3) how information regarding 
the Intraday Indicative Value is disseminated; (4) 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; (5) the requirement that members 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 Information Circular will advise members, prior to 
the commencement of trading, of the prospectus delivery requirements 
applicable to the Fund. Members purchasing Shares from the Fund for 
resale to investors will deliver a prospectus to such investors. The 
Information Circular will also discuss any exemptive, no-action and 
interpretive relief granted by the Commission from any rules under the 
Act.
    Additionally, the Information Circular will reference that the Fund 
is subject to various fees and expenses described in the Registration 
Statement. The Information Circular will also disclose the trading 
hours of the Shares of the Fund and the applicable NAV Calculation Time 
for the Shares. The Information Circular will disclose that information 
about the Shares of the Fund will be publicly available on the Fund's 
Web site.
2. Statutory Basis
    Nasdaq believes that the proposal is consistent with Section 6(b) 
of the Act \27\ in general and Section 6(b)(5) of the Act \28\ in 
particular in that it is 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, and to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system.
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78f.
    \28\ 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 Nasdaq Rule 5735. The 
Exchange believes that its surveillance procedures are adequate to 
properly monitor the trading of the Shares on Nasdaq during all trading 
sessions and to deter and detect violations of Exchange rules and the 
applicable federal securities laws.
    The exchange-traded equities; futures contracts on securities 
indices and options on futures contracts on securities indices; 
warrants; exchange-traded options on exchange-traded securities, 
indexes, or currencies; exchange-listed investment companies; or other 
exchange-traded securities in which the Fund may invest will be limited 
to U.S. exchanges that are members of the ISG, which includes all U.S. 
national securities exchanges and certain foreign exchanges, or are 
parties to a comprehensive surveillance sharing agreement with the 
Exchange. The Exchange 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, the Exchange may obtain information from TRACE, which is the 
FINRA-developed vehicle that facilitates mandatory reporting of over-
the-counter secondary market transactions in eligible fixed income 
securities.
    The Fund will pursue its objectives by investing primarily, i.e., 
at least 80% of its assets under normal market conditions, in U.S. 
exchange-listed equity securities. The equity securities held by the 
Fund may include small- and mid-cap sized companies. The equity 
securities held by the Fund may also include publicly-traded exchange-
listed common stocks of non-U.S. issuers in the form of Depositary 
Receipts.
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid securities or other illiquid assets (calculated at 
the time of investment).

[[Page 26796]]

The Fund may not invest 25% or more of the value of its total assets in 
securities of issuers in any one industry or group of industries. The 
Fund will not invest more than 25% of its net assets (valued at the 
time of purchase) in securities of foreign issuers.
    Not more than 10% of the net assets of the Fund, in the aggregate, 
will be invested in (1) unlisted or unsponsored Depositary Receipts; 
(2) Depositary Receipts not listed on an exchange that is a member of 
the ISG or a party to a comprehensive surveillance sharing agreement 
with the Exchange; or (3) unlisted common stocks or common stocks not 
listed on an exchange that is a member of the ISG or a party to a 
comprehensive surveillance sharing agreement with the Exchange. 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 Fund's portfolio. In addition, paragraph (g) of 
Nasdaq Rule 5735 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.
    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 Fund that the 
NAV per Share will be calculated daily and that the NAV and the 
Disclosed Portfolio will be made available to all market participants 
at the same time. In addition, a large amount of information will be 
publicly available regarding the Fund and the Shares, thereby promoting 
market transparency. The Intraday Indicative Value, available on the 
NASDAQ OMX Information LLC proprietary index data service, will be 
widely disseminated by one or more major market data vendors and 
broadly displayed at least every 15 seconds during the Regular Market 
Session. 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 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 for the Shares will also be 
available via Nasdaq proprietary quote and trade services and via the 
Consolidated Tape Association plans for the Shares. Similarly, 
quotation and last sale information for any underlying exchange-traded 
products will also be available via the quote and trade services of 
their respective primary exchanges, as well as in accordance with the 
Unlisted Trading Privileges and the Consolidated Tape Association plans 
or through the Options Price Reporting Authority, or equivalent 
services related to futures, as applicable. Intra-day, executable price 
quotations of 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, if applicable. 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.
    The Web site for the Fund will include the prospectus for the Fund 
and additional data relating to NAV and other applicable quantitative 
information. Trading in Shares of the Fund will be halted or paused 
under the conditions specified in Nasdaq Rules 4120 and 4121, including 
the trading pauses under Nasdaq Rules 4120(a)(11) and (12). Trading may 
be halted 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 Nasdaq Rule 5735(d)(2)(D), which sets 
forth circumstances under which 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 Intraday 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 Intraday Indicative Value, the Disclosed Portfolio, and quotation 
and last sale information for the Shares.
    For the above reasons, Nasdaq believes the proposed rule change is 
consistent with the requirements of Section 6(b)(5) of the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange believes that 
the proposed rule change will facilitate the listing and trading of an 
additional type of actively-managed exchange-traded fund 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

    Written comments were neither solicited nor received.

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 up to 90 days (i) as the 
Commission may designate 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 rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2014-040 on the subject line.

Paper Comments

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


[[Page 26797]]


All submissions should refer to File Number SR-NASDAQ-2014-040. 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 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-NASDAQ-2014-040 and should 
be submitted on or before May 30, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
Kevin M. O'Neill,
Deputy Secretary.
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    \29\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2014-10653 Filed 5-8-14; 8:45 am]
BILLING CODE 8011-01-P


