
[Federal Register Volume 80, Number 77 (Wednesday, April 22, 2015)]
[Notices]
[Pages 22584-22587]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-09271]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74742; File No. SR-NASDAQ-2015-011]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order 
Approving a Proposed Rule Change, as Modified by Amendments No. 1 and 
No. 2, To List and Trade the Shares of the First Trust Strategic 
Floating Rate ETF of First Trust Exchange-Traded Fund IV

April 16, 2015.

I. Introduction

    On February 12, 2015, The NASDAQ Stock Market LLC (the ``Exchange'' 
or ``Nasdaq'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) \1\ of the Securities 
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \2\ and Rule 19b-4 
thereunder,\3\ a proposed rule change to list and trade shares 
(``Shares'') of the First Trust Strategic Floating Rate ETF (the 
``Fund'') of First Trust Exchange-Traded Fund IV (the ``Trust'') under 
NASDAQ Rule 5735. The proposed rule change was published for comment in 
the Federal Register on March 3, 2015.\4\ On April 6, 2015, the 
Exchange filed Amendment No. 1 to the proposed rule change.\5\ On April 
15, 2015, the Exchange filed Amendment No. 2 to the proposed rule 
change.\6\ The Commission received no comments on the proposed rule 
change. This order approves the proposed rule change, as modified by 
Amendments No. 1 and No. 2.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ See Securities Exchange Act Release No. 74378 (February 25, 
2015), 80 FR 11509 (``Notice'').
    \5\ In Amendment No. 1, the Exchange clarified that the 
quotation and last-sale information will be available via the 
Options Price Reporting Authority only for U.S. exchange-listed 
options that the Fund holds. Amendment No. 1 is not subject to 
notice and comment because it is a technical amendment that does not 
materially alter the substance of the proposed rule change or raise 
any novel regulatory issues.
    \6\ In Amendment No. 2, the Exchange removed exchange-listed 
options on U.S. Treasury securities from the types of derivative 
instruments in which the Fund may invest. Amendment No. 2 is not 
subject to notice and comment because it does not materially alter 
the substance of the proposed rule change or raise any novel 
regulatory issues.
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II. Description of the Proposal

    The Exchange proposes to list and trade the Shares under Nasdaq 
Rule 5735, which governs the listing and trading of Managed Fund Shares 
on the Exchange. The Fund will be an actively-managed exchange-traded 
fund (``ETF''). The Shares will be offered by the Trust.\7\ 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.\8\ The Fund will be a series of the 
Trust.
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    \7\ The Commission has issued an order, upon which the Trust may 
rely, granting certain exemptive relief under the Investment Company 
Act of 1940 (``1940 Act''). See Investment Company Act Release No. 
30029 (April 10, 2012) (File No. 812-13795) (the ``Exemptive Relief 
''). In addition, the Commission has issued no-action relief that 
the Fund believes affects its ability to invest in derivatives 
notwithstanding certain representations in the application for the 
Exemptive Relief. See Commission No-Action Letter (December 6, 
2012).
    \8\ See Post-Effective Amendment No. 104 to Registration 
Statement on Form N-1A for the Trust, dated January 29, 2015 (File 
Nos. 333-174332 and 811-22559).
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    First Trust Advisors L.P. will be the investment adviser 
(``Adviser'') to the Fund. First Trust Portfolios L.P. (the 
``Distributor'') will be the principal underwriter and distributor of 
the Fund's Shares. The Bank of New York Mellon Corporation will act as 
the administrator, accounting agent, custodian and transfer agent to 
the Fund. The Exchange states that the Adviser is not a broker-dealer, 
although it is affiliated with the Distributor, a broker-dealer.\9\ In 
addition, the Exchange states that 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, 
and that personnel who make decisions on the Fund's portfolio 
composition will be subject to procedures designed to prevent the use 
and dissemination of material non-public information regarding the 
Fund's portfolio.\10\ In the event (a) the Adviser becomes, or becomes 
newly affiliated with, a broker-dealer, or (b) any new adviser or sub-
adviser is a registered broker-dealer or becomes affiliated with 
another 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 non-public 
information regarding such

[[Page 22585]]

portfolio.\11\ The Fund does not currently intend to use a sub-adviser.
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    \9\ See Notice, supra note 4, 80 FR at 11510.
    \10\ See id.
    \11\ See id.
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    The Exchange has made the following representations and statements 
regarding the Fund.\12\
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    \12\ Additional information regarding, among other things, the 
Fund, the Shares, the Fund's investment objectives, the Fund's 
strategies, methodology and restrictions, risks; fees and expenses 
associated with the Shares, creations and redemptions of Shares, 
availability of price information, trading rules and halts, and 
surveillance procedures can be found in the Notice and the 
Registration Statement. See Notice, supra note 4, and Registration 
Statement, supra note 7, respectively.
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Principal Investments for the Fund

    The investment objective of the Fund will be to seek current 
income. To achieve its objective, the Fund will invest, under normal 
market conditions,\13\ at least 80% of its net assets in a portfolio of 
the following types of floating-rate debt instruments issued by U.S. 
and non-U.S. public- and private-sector entities: Floating-rate 
corporate \14\ and government bonds and notes; floating-rate agency 
securities; floating-rate instruments of non-U.S. issuers; floating-
rate privately-issued securities; \15\ floating-rate asset-backed 
securities; floating-rate mortgage-backed securities; floating-rate 
loans; and investment companies that invest primarily in the foregoing 
types of debt instruments (collectively, ``Floating Rate Debt 
Instruments'').
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    \13\ The term ``under normal market conditions'' includes, but 
is not limited to, the absence of adverse market, economic, 
political or other conditions, including extreme volatility or 
trading halts in the fixed income 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.
    \14\ The Adviser expects that, generally, under normal market 
conditions, for a corporate bond to be considered as an eligible 
investment, after taking into account such an investment, at least 
75% of the Fund's net assets that are invested in floating-rate 
corporate bonds and, as described below, fixed-rate corporate bonds 
(in the aggregate), will be comprised of corporate bonds that have, 
at the time of original issuance, $100 million or more par amount 
outstanding. See Notice, supra note 4, 80 FR at 11511, n.10.
    \15\ Under normal market conditions, the privately-issued 
securities in which the Fund will invest will have, at the time of 
original issuance, $100 million or more principal amount outstanding 
to be considered eligible investments. See id. at 11511, n.12.
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    According to the Exchange, at least 65% of the Fund's net assets 
will be invested in Floating Rate Debt Instruments that are, at the 
time of purchase, investment grade. The Exchange represents that to be 
considered ``investment grade,'' under normal market conditions, rated 
Floating Rate Debt Instruments will carry, at the time of purchase, a 
rating in the highest four rating categories of at least one nationally 
recognized statistical ratings organization (``NRSRO'') (e.g., BBB- or 
higher by Standard & Poor's Ratings Services, and/or Fitch Ratings, or 
Baa3 or higher by Moody's Investors Service, Inc).\16\ For unrated 
securities to be considered ``investment grade,'' under normal market 
conditions, such securities will be determined, at the time of 
purchase, to be of comparable quality \17\ by the Adviser. The Exchange 
states that the Fund may invest up to 35% of its net assets in 
securities that are, at the time of investment, rated below investment 
grade by each NRSRO rating such securities (or securities that are 
unrated and determined by the Adviser to be of comparable quality), 
commonly referred to as ``high yield'' or ``junk'' bonds. If, 
subsequent to purchase by the Fund, a security held by the Fund 
experiences a decline in credit quality and falls below investment 
grade, the Fund may continue to hold the security, and it will not 
cause the Fund to violate the 35% investment limitation; however, the 
security will be taken into account for purposes of determining whether 
purchases of additional securities will cause the Fund to violate such 
limitation.\18\
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    \16\ The Exchange states that if a security is rated by multiple 
NRSROs and receives different ratings, the Fund will treat the 
security as being rated in the highest rating category received from 
an NRSRO. See id. at 11511, n.18.
    \17\ Comparable quality of unrated securities will be determined 
by the Adviser based on fundamental credit analysis of the unrated 
security and comparable NRSRO-rated securities. On a best efforts 
basis, the Adviser will attempt to make a rating determination based 
on publicly available data. In making a ``comparable quality'' 
determination, the Adviser may consider, for example, whether the 
issuer of the security has issued other rated securities, the nature 
and provisions of the relevant security, whether the obligations 
under the relevant security are guaranteed by another entity and the 
rating of such guarantor (if any), relevant cash flows, 
macroeconomic analysis, and/or sector or industry analysis. See id. 
at 11511, n.19.
    \18\ See id. at 11511.
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    The Exchange states that the Fund will limit its investments in 
asset-backed securities (excluding agency mortgage-backed securities) 
and non-agency mortgage-backed securities (in the aggregate) to 20% of 
its net assets. In addition, the Fund will limit its investments in 
junior loans to 20% of its net assets.\19\
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    \19\ See id.
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    The Fund will hold debt securities (including, in the aggregate, 
Floating Rate Debt Instruments and the fixed-rate debt securities 
described below) of at least 13 non-affiliated issuers.

Other Investments

    Under normal market conditions, the Fund will invest primarily in 
the Floating Rate Debt Instruments described above to meet its 
investment objective. In addition, the Fund may invest up to 20% of its 
net assets in the following types of fixed-rate debt securities: 
Corporate and government bonds and notes; agency securities; 
instruments of non-U.S. issuers in developed markets; privately-issued 
securities; asset-backed securities; mortgage-backed securities; 
municipal bonds; money market securities; and investment companies 
(including investment companies advised by the Adviser) that invest 
primarily in the foregoing types of debt securities.
    Further, to pursue its investment objective, the Fund may invest up 
to 20% of the value of its net assets in exchange-listed options on 
U.S. Treasury futures contracts and exchange-listed U.S. Treasury 
futures contracts.\20\ The use of these derivative transactions may 
allow the Fund to obtain net long or short exposures to selected 
interest rates. These derivatives may also be used to hedge risks, 
including interest rate risks and credit risks, associated with the 
Fund's portfolio investments. According to the Exchange, the Fund's 
investments in derivative instruments will be consistent with the 
Fund's investment objective and the 1940 Act and will not be used to 
seek to achieve a multiple or inverse multiple of an index.
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    \20\ At least 90% of the Fund's net assets that are invested in 
exchange-traded derivative instruments will be invested in 
instruments 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. See 
id. at 11512, n.28.
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Investment Restrictions

    The Fund will not invest 25% or more of the value of its total 
assets in securities of issuers in any one industry. This restriction 
does not apply to (a) obligations issued or guaranteed by the U.S. 
government, its agencies or instrumentalities or (b) securities of 
other investment companies.
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
including Rule 144A securities deemed illiquid by the Adviser. 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,

[[Page 22586]]

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.
    The Fund will not invest in non-U.S. equity securities.

III. Discussion and Commission Findings

    After careful review, the Commission finds that the Exchange's 
proposal to list and trade the Shares is consistent with the Exchange 
Act and the rules and regulations thereunder applicable to a national 
securities exchange.\21\ In particular, the Commission finds that the 
proposed rule change is consistent with Section 6(b)(5) of the Exchange 
Act,\22\ which requires, among other things, that the Exchange's rules 
be designed to promote just and equitable principles of trade, to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, and, in general, to protect 
investors and the public interest.
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    \21\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \22\ 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 
Exchange Act,\23\ 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 (``CTA'') 
plans for the Shares. Quotation and last-sale information for the other 
ETFs in which the Fund will invest will 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 CTA plans, as 
applicable. Quotation and last-sale information for U.S. exchange-
listed options will be available via the Options Price Reporting 
Authority.\24\
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    \23\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \24\ See Amendment No. 1, supra note 5.
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    Intraday executable price quotations on Floating Rate Debt 
Instruments and other assets not traded on an exchange will be 
available from major broker-dealer firms or market data vendors, as 
well as from automated quotation systems, published or other public 
sources, or online information services.\25\ Additionally, the Trade 
Reporting and Compliance Engine (``TRACE'') of the Financial Industry 
Regulatory Authority (``FINRA'') will be a source of price information 
for corporate bonds, privately-issued securities, mortgage-backed 
securities and asset-backed securities to the extent transactions in 
such securities are reported to TRACE.\26\ For exchange-traded assets, 
intraday pricing information will be available directly from the 
applicable listing exchange. Information regarding market price and 
trading volume of the Shares will be continually available on a real-
time basis throughout the day on brokers' computer screens and other 
electronic services. Information regarding the previous day's closing 
price and trading volume information for the Shares will be published 
daily in the financial section of newspapers.
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    \25\ See Notice, supra note 4, 80 FR at 11514.
    \26\ See id.
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    The Commission also 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. On each business day, before commencement of trading in Shares 
in the Regular Market Session (9:30 a.m. to 4:00 p.m. or 4:15 p.m., 
Eastern Time) 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'' as defined in Nasdaq Rule 
5735(c)(2)) held by the Fund that will form the basis for the Fund's 
calculation of NAV at the end of the business day.\27\ The Fund's 
disclosure of derivative positions in the Disclosed Portfolio will 
include information that market participants can use to value these 
positions intraday. The Web site information will be publicly available 
at no charge. 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, generally 4:00 p.m., Eastern Time. 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.\28\ The Intraday Indicative Value, 
available on the NASDAQ OMX Information LLC proprietary index data 
service,\29\ will be based upon the current value for the components of 
the Disclosed Portfolio and will be updated and widely disseminated by 
one or more major market data vendors and broadly displayed at least 
every 15 seconds during the Regular Market Session.\30\ 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.\31\
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    \27\ 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''). 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.
    \28\ See id.
    \29\ Currently, the NASDAQ OMX Global Index Data Service 
(``GIDS'') is the NASDAQ OMX global index data feed service. The 
Exchange represents that GIDS offers real-time updates, daily 
summary messages, and access to widely followed indexes and Intraday 
Indicative Values for ETFs, and that 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.
    \30\ See id.
    \31\ See id. at 11516.
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    The Exchange represents that it may consider all relevant factors 
in exercising its discretion to halt or suspend trading in the Shares 
of the Fund. Nasdaq will halt 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.\32\ 
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.
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    \32\ These may include: (1) The extent to which trading is not 
occurring in the securities and/or the other assets 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. See id. at 11514.
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    The Exchange states that it has a general policy prohibiting the 
distribution of material, non-public information by its employees.\33\ 
The Exchange states that the Adviser is not a broker-dealer, although 
it is affiliated with the Distributor, a broker-dealer. In addition, 
the Exchange states that the Adviser has implemented a fire wall

[[Page 22587]]

with respect to its broker-dealer affiliate regarding access to 
information concerning the composition and/or changes to the portfolio, 
and that personnel who make decisions on the Fund's portfolio 
composition will be subject to procedures designed to prevent the use 
and dissemination of material non-public information regarding the 
Fund's portfolio.\34\ In the event (a) the Adviser becomes, or becomes 
newly affiliated with, a broker-dealer, or (b) any new adviser or sub-
adviser is a registered broker-dealer or becomes affiliated with 
another 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 non-public 
information regarding such portfolio.
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    \33\ See id. at 11515.
    \34\ See id. at 11510.
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    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares and the exchange-traded securities and 
instruments held by the Fund with other markets and other entities that 
are members of ISG,\35\ and FINRA may obtain trading information 
regarding trading in the Shares and the 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 the 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. Moreover, 
FINRA, on behalf of the Exchange, will be able to access, as needed, 
trade information for certain Floating Rate Debt Instruments and other 
debt securities held by the Fund reported to FINRA's TRACE.
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    \35\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio may trade on markets that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement.
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    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. 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. In support of this 
proposal, the Exchange represented that:
    (1) The Shares will be subject to Nasdaq Rule 5735, which sets 
forth the initial and continued listing criteria applicable to Managed 
Fund Shares.
    (2) Trading in the Shares will be subject to the existing trading 
surveillances administered by both Nasdaq and 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 detect and help deter violations of Exchange rules and 
applicable federal securities laws.
    (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) For initial and/or continued listing, the Fund must be in 
compliance with Rule 10A-3 \36\ under the Act.
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    \36\ See 17 CFR 240.10A-3.
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    (6) Under normal market conditions, privately-issued securities 
will have, at the time of original issuance, $100 million or more 
principal amount outstanding to be considered eligible investments.
    (7) Not more than 35% of the Fund's net assets will be invested in 
securities that are, at the time of investment, rated below investment 
grade by each NRSRO rating such securities (or securities that are 
unrated and determined by the Adviser to be of comparable quality).
    (8) Not more than 20% of the Fund's net assets will be invested in 
asset-backed securities (excluding agency mortgage-backed securities) 
and non-agency mortgage-backed securities (in the aggregate) to 20% of 
its net assets.
    (9) Not more than 20% of the Fund's net assets will be invested in 
in junior loans.
    (10) At least 90% of the Fund's net assets that are invested in 
exchange-traded derivative instruments will be invested in instruments 
that trade in markets that are members of ISG or are parties to a 
comprehensive surveillance sharing agreement with the Exchange.
    (11) The Fund will not invest 25% or more of the value of its total 
assets in securities of issuers in any one industry. This restriction 
does not apply to (a) obligations issued or guaranteed by the U.S. 
government, its agencies or instrumentalities or (b) securities of 
other investment companies.
    (12) The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
including Rule 144A securities.
    (13) The Fund will not invest in non-U.S. equity securities.
    (14) A minimum of 100,000 Shares will be outstanding at the 
commencement of trading on the Exchange.
    This approval order is based on all of the Exchange's 
representations, including those set forth above and in the Notice. For 
the foregoing reasons, the Commission finds that the proposed rule 
change, as modified by Amendment No. 1 and No. 2, is consistent with 
Section 6(b)(5) of the Act \37\ and the rules and regulations 
thereunder applicable to a national securities exchange.
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    \37\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Exchange Act,\38\ that the proposed rule change (SR-NASDAQ-2015-011), 
as modified by Amendments No. 1 and No. 2, is hereby approved.
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    \38\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\39\
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    \39\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-09271 Filed 4-21-15; 8:45 am]
 BILLING CODE 8011-01-P


