
[Federal Register Volume 79, Number 104 (Friday, May 30, 2014)]
[Notices]
[Pages 31156-31160]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-12521]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72241; File No. SR-NASDAQ-2014-027]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing of Amendment No. 1 and Order Granting Accelerated 
Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To 
List and Trade Shares of the PowerShares Multi-Strategy Alternative 
Portfolio of PowerShares Actively Managed Exchange-Traded Fund Trust

May 23, 2014.

I. Introduction

    On March 24, 2014, 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 PowerShares Multi-Strategy Alternative Portfolio 
(``Fund'') under Nasdaq Rule 5735. The proposed rule change was 
published for comment in the Federal Register on April 11, 2014.\3\ The 
Commission received no comments on the proposal. On May 21, Nasdaq 
filed Amendment No. 1 to the proposal.\4\ The Commission is publishing 
this notice to solicit comments on Amendment No. 1 from interested 
persons and is approving the proposed rule change, as modified by 
Amendment No. 1, 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. 71892 (Apr. 7, 
2014), 79 FR 20262 (``Notice'').
    \4\ In Amendment No. 1, Nasdaq amended the proposed rule change 
to: (i) Narrow the scope of the Fund's investments to exclude non-
U.S. exchange traded index options; and (ii) specify where quotation 
and last sale information could be found for underlying exchange 
traded equities, options, and futures.
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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. The Shares will be offered by PowerShares Actively Managed 
Exchange-Traded Fund Trust (``Trust''). The Trust is registered with 
the Commission as an investment company as defined by the Investment 
Company Act of 1940 (``Investment Company Act'').\5\ The Fund is a 
series of the Trust.
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    \5\ The Trust has filed a registration statement on Form N-1A 
(``Registration Statement'') with the Commission. See Registration 
Statement filed on November 27, 2013 (File Nos. 333-147622 and 811-
22148). The descriptions of the Fund and the Shares contained herein 
are based, in part, on information in the Registration Statement. In 
addition, the Commission has issued an order granting certain 
exemptive relief to the Trust under the1940 Act. See Investment 
Company Act Release No. 28171 (February 27, 2008) (File No. 812-
13386).
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    Invesco PowerShares Capital Management LLC will be the investment 
adviser (``Adviser'') to the Fund. The Fund may use one or more sub-
advisers.\6\ Invesco Distributors, Inc. (``Distributor'') will be the 
principal underwriter and distributor of the Shares. The Bank of New 
York Mellon will act as the administrator, accounting agent, custodian, 
and transfer agent for the Fund.
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    \6\ The Exchange states that no sub-adviser had been selected as 
of the date of filing of the Notice. See Notice supra note 3, 79 FR 
at 20263, n.6.
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    The Exchange represents that the Adviser is not a broker-dealer 
although it is affiliated with the Distributor, which is a broker-
dealer.\7\ 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. 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\
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    \7\ See id. at 20263. The Exchange states in the event (a) the 
Adviser becomes newly affiliated with a broker-dealer (or becomes a 
registered 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/or 
changes to the portfolio and will be subject to procedures designed 
to prevent the use and dissemination of material non-public 
information regarding such portfolio. See id. at 20263.
    \8\ See id. at 20267.
    \9\ See 17 CFR 240.10A-3. See also Notice, supra note 3 at 
20267.

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[[Page 31157]]

    The Exchange has made the following additional representations and 
statements in describing the Fund and its investment strategy, 
including portfolio holdings and investment restrictions:

Principal Investments

    According to the Exchange, the Fund's investment objective will be 
to seek positive total returns that have low correlation to the broader 
securities markets. The Fund seeks to achieve its investment objective 
by actively investing in a combination of a varying number of market 
neutral and other investment strategies (``Strategies'') that aim to 
capture non-traditional risk premia across asset classes.
    The Adviser will allocate the weightings of the Fund's investments 
across the multiple Strategies according to a rules-based methodology 
and will reallocate the Fund's assets among Strategies to achieve the 
Fund's investment objective. The Strategies may include, but are not 
limited to, quantitative, volatility risk premium and carry Strategies. 
The Strategies are similar to the strategies included in its benchmark, 
and the Fund may hold the same types of instruments in similar 
weightings as the benchmark. The Adviser is not obliged to track the 
performance of the benchmark and will use proprietary portfolio 
management techniques to seek to exceed the benchmark's performance.
    The Fund may take both long and short positions in exchange-traded 
equity securities and equity index futures.\10\ The Fund also may take 
a long and a short position in various currencies by investing in 
currency forward and/or futures contracts.\11\
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    \10\ These equity securities, including exchange-traded equity 
securities of registered investment companies, and equity index 
futures will be traded on U.S. exchanges or non-U.S. exchanges that 
are members of the Intermarket Surveillance Group (``ISG'').
    \11\ Currency futures contracts will be traded on U.S. exchanges 
or non-U.S. exchanges that are ISG members. Currency forward 
contracts will be traded over-the-counter.
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    Additionally, the Fund may invest in index options.\12\ In 
following various Strategies, the Fund may purchase and sell interest 
rate futures, including Eurodollar interest rate futures or Euro 
Euribor interest rate futures, and Chicago Board Options Exchange 
Volatility Index futures contracts.\13\
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    \12\ Index options will be traded on U.S. exchanges that are ISG 
members. See Notice, supra note 3, at 20263, n.12. See also 
Amendment No. 1, supra, note 4.
    \13\ These futures contracts will be traded on U.S. exchanges or 
non-U.S. exchanges that are ISG members. See id. at 20263, n.13.
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The Subsidiary

    The Fund may seek to gain exposure to these various derivative 
investments through investments in a subsidiary (``Subsidiary''), which 
in turn would make investments in those derivatives and other 
instruments. If utilized, the Subsidiary would be wholly-owned and 
controlled by the Fund, and its investments would be consolidated into 
the Fund's financial statements.
    Should the Fund invest in the Subsidiary, that investment may not 
exceed 25% of the Fund's total assets at each quarter-end of the Fund's 
fiscal year. Further, should the Fund invest in the Subsidiary, it 
would be expected to provide the Fund with exposure to futures 
contracts and other derivatives within the limits of Subchapter M of 
the Internal Revenue Code applicable to investment companies, such as 
the Fund, which limit the ability of investment companies to invest 
directly in derivative instruments.
    The Subsidiary would be able to invest in the same asset classes in 
which the Fund may invest, and the Subsidiary would be subject to the 
same general investment policies and restrictions as the Fund, except 
that, unlike the Fund, which must invest in derivatives in compliance 
with the requirements of Subchapter M of the Internal Revenue Code, 
federal securities laws and the Commodity Exchange Act, the Subsidiary 
may invest without limitation in futures contracts. According to the 
Exchange, references to the investment strategies and risks of the Fund 
include the investment strategies and risks of the Subsidiary.\14\
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    \14\ See id. at 20264.
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Other Investments

    The Fund may invest in U.S. government securities, money market 
instruments, cash and cash equivalents (e.g., corporate commercial 
paper) to provide liquidity and to collateralize its investments in 
derivative instruments.
    The Fund may invest in: (i) Short-term obligations issued by the 
U.S. Government; \15\ (ii) short term negotiable obligations of 
commercial banks, fixed time deposits and bankers' acceptances of U.S. 
and foreign banks and similar institutions; \16\ and (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.
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    \15\ The Fund may invest in U.S. government obligations. 
Obligations issued or guaranteed by the U.S. Government, its 
agencies and instrumentalities include bills, notes and bonds issued 
by the U.S. Treasury, as well as ``stripped'' or ``zero coupon'' 
U.S. Treasury obligations representing future interest or principal 
payments on U.S. Treasury notes or bonds.
    \16\ Time deposits are non-negotiable deposits maintained in 
banking institutions for specified periods of time at stated 
interest rates. Banker's acceptances are time drafts drawn on 
commercial banks by borrowers, usually in connection with 
international transactions.
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    In addition, the Fund may invest in non-exchange listed securities 
of other investment companies (including money market funds) beyond the 
limits permitted under the 1940 Act, subject to certain terms and 
conditions set forth in a Commission exemptive order issued pursuant to 
Section 12(d)(1)(J) of the 1940 Act.\17\
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    \17\ Investment Company Act Release No. 30238 (October 23, 2012) 
(File No. 812-13820).
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Investment Restrictions

    The Fund may not concentrate its investments (i.e., invest more 
than 25% of the value of its net assets) in securities of issuers in 
any one industry or group of industries. This restriction will not 
apply to obligations issued or guaranteed by the U.S. Government, its 
agencies or instrumentalities.
    The Subsidiary's shares will be offered only to the Fund, and the 
Fund will not sell shares of the Subsidiary to other investors. The 
Fund and the Subsidiary will not invest in any non-U.S. equity 
securities (other than shares of the Subsidiary).
    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 securities or other illiquid assets. Illiquid securities and 
other illiquid assets include those subject to contractual or other 
restrictions on resale and other instruments or assets that lack 
readily available markets as determined in accordance with Commission 
staff guidance.
    Additional information regarding the Trust, Fund, Subsidiary, and 
Shares, including 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

[[Page 31158]]

found in the Notice or the Registration Statement, as applicable.\18\
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    \18\ See Notice and Registration Statement, supra notes 3 and 5, 
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 No. 1, is consistent with the 
requirements of Section 6 of the Act \19\ and the rules and regulations 
thereunder applicable to a national securities exchange.\20\ In 
particular, the Commission finds that the proposed rule change is 
consistent with the requirements of Section 6(b)(5) of the Act,\21\ 
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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    \19\ 15 U.S.C. 78(f).
    \20\ 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).
    \21\ 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,\22\ 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.\23\ Quotation and last sale information for any underlying 
exchange-traded equity will also be available via the quote and trade 
service of their respective primary exchanges, as well as in accordance 
with the Unlisted Trading Privileges and the Consolidated Tape 
Association plans.\24\ Quotation and last sale information for any 
underlying exchange-traded options will also be available via the quote 
and trade service of their respective primary exchanges and through the 
Options Price Reporting Authority.\25\ Quotation and last sale 
information for any underlying exchange-traded futures contracts will 
be available via the quote and trade service of their respective 
primary exchanges.\26\ 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,\27\ and will be updated and widely 
disseminated and broadly displayed at least every 15 seconds during the 
Regular Market Session.\28\ 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,\29\ which 
will form the basis for the Fund's calculation of NAV at the end of the 
business day.\30\ 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).\31\ 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.\32\ 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.\33\ 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.\34\ 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.\35\ 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.\36\
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    \22\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \23\ See Notice, supra note 3, 79 FR at 20267.
    \24\ See Amendment No. 1, supra note 4.
    \25\ See id.
    \26\ See id.
    \27\ 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 Notice, supra note 3, 79 FR at 20266.
    \28\ See id.
    \29\ The Disclosed Portfolio will include, as applicable, the 
names, quantity, percentage weighting and market value of securities 
and other assets held by the Fund and the Subsidiary and the 
characteristics of such assets. See id.
    \30\ The Web site information will be publicly available at no 
charge. See id.
    \31\ See id. at 20265.
    \32\ See id. at 20267.
    \33\ See id.
    \34\ See id. 20266.
    \35\ See id. at 20267.
    \36\ See id. at 20266.
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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.\37\ 
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.\38\ 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.\39\ 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.\40\ The Exchange 
states that it has a general policy prohibiting the distribution of 
material, non-public information by its employees.\41\ The Exchange 
states that the Adviser is not a broker-dealer and although it is 
affiliated a broker-dealer, the Adviser has implemented a fire wall 
with

[[Page 31159]]

respect to its broker-dealer affiliate regarding access to information 
concerning the composition and/or changes to the portfolio. The 
Exchange also states that in the event (a) the 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.\42\
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    \37\ See id at 20267.
    \38\ See id.
    \39\ 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 20267.
    \40\ See Nasdaq Rule 5735(d)(2)(B)(ii).
    \41\ See Notice, supra note 3, 79 FR at 20267.
    \42\ See supra note 7 and accompanying text.
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    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 Nasdaq 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 ISG \43\ 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.
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    \43\ 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.\44\
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    \44\ 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 be operated in a manner designed to seek a 
multiple of the performance of an underlying reference index.
    (11) 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 No. 1 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-2014-027 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2014-027. 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-2014-027, and should 
be submitted on or before June 20, 2014.

V. Accelerated Approval of Proposed Rule Change, As Modified by 
Amendment No. 1

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 1, prior to

[[Page 31160]]

the thirtieth day after the date of publication of notice in the 
Federal Register. The amendment clarifies where price information can 
be found for certain underlying exchange traded assets, and thereby 
provides support that the overlying Shares will be fairly priced. 
Accordingly, the Commission finds good cause, pursuant to Section 
19(b)(2) of the Act,\45\ to approve the proposed rule change, as 
modified by Amendment No. 1, on an accelerated basis.
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    \45\ 15 U.S.C. 78s(b)(2).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\46\ that the proposed rule change (SR-NASDAQ-2014-027), as 
modified by Amendment No 1, be, and it hereby is, approved on an 
accelerated basis.
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    \46\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\47\
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    \47\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-12521 Filed 5-29-14; 8:45 am]
BILLING CODE 8011-01-P


