 [Federal Register: June 3, 2010 (Volume 75, Number 106)] [Notices]                [Page 31450-31457] [DOCID:fr03jn10-79]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2010-N-0004] [FDA 225-09-0014]

  Memorandum of Understanding by and Between the United States Food  and Drug Administration and the International Anesthesia Research  Society for the Safety of Key Inhaled and Intravenous Drugs in  Pediatrics Public-Private Partnership

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

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SUMMARY: The Food and Drug Administration (FDA) is providing notice of  a memorandum of understanding (MOU) between FDA and the International  Anesthesia Research Society (IARS). The purpose of this MOU is to  establish a framework for collaboration between FDA and IARS and to  support their shared interest of promoting the safe use of anesthetics  and sedatives in children.

DATES: The agreement became effective March 21, 2010.

FOR FURTHER INFORMATION CONTACT: Wendy R. Sanhai, Senior Scientific  Advisor, Office of the Commissioner, Food and Drug Administration,  10903 New Hampshire Ave., Bldg. 32, rm. 4128, Silver Spring, MD 20993,  301-796-8518.

SUPPLEMENTARY INFORMATION: In accordance with 21 CFR 20.108(c), which  states that all written agreements and MOUs between FDA and others  shall be published in the Federal Register, the agency is publishing  notice of this MOU.

    Dated: May 26, 2010. Leslie Kux, Acting Assistant Commissioner for Policy. BILLING CODE 4160-01-S

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[FR Doc. 2010-13292 Filed 6-2-10; 8:45 am] BILLING CODE 4160-01-C


[Federal Register Volume 79, Number 185 (Wednesday, September 24, 2014)]
[Notices]
[Pages 57150-57158]
[FR Doc No: 2014-22672]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73142; File No. SR-NASDAQ-2014-065]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order
Instituting Proceedings To Determine Whether To Approve or Disapprove
Proposed Rule Change To Adopt New Rule 5713 and List Paired Class
Shares Issued by AccuShares[supreg] Commodities Trust I

September 18, 2014.
    On June 11, 2014, The NASDAQ Stock Market LLC (``NASDAQ'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to: (1) adopt listing standards for Paired Class
Shares in new Rule 5713; and (2) list and trade Paired Class Shares
(``Shares'') issued by AccuShares[supreg] Commodities Trust I
(``Trust'') relating to the following funds pursuant to new Rule 5713:
(a) AccuShares S&P GSCI[supreg] Spot Fund; (b) AccuShares S&P
GSCI[supreg] Agriculture and Livestock Spot Fund; (c) AccuShares S&P
GSCI[supreg] Industrial Metals Spot Fund; (d) AccuShares S&P
GSCI[supreg] Crude Oil Spot Fund; (e) AccuShares S&P GSCI[supreg] Brent
Oil Spot Fund; (f) AccuShares S&P GSCI[supreg] Natural Gas Spot Fund;
and (g) AccuShares Spot CBOE[supreg] VIX[supreg] Fund (each
individually, ``Fund,'' and, collectively, ``Funds''). The proposed
rule change was published for comment in the Federal Register on June
23, 2014.\3\ On August 6, 2014, pursuant to Section 19(b)(2) of the
Act,\4\ the Commission designated a longer period within which to
approve the proposed rule change, disapprove the proposed rule change,
or institute proceedings to determine whether to approve or disapprove
the proposed rule change.\5\ The Commission received no comments on the
proposal. This Order institutes proceedings under Section 19(b)(2)(B)
of the Act \6\ to determine whether to

approve or disapprove the proposed rule change.
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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. 72412 (June 17,
2014), 79 FR 35610 (``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 72779, 79 FR 47162
(August 12, 2014). The Commission designated a longer period within
which to take action on the proposed rule change and designated
September 19, 2014 as the date by which it should approve,
disapprove, or institute proceedings to determine whether to
disapprove the proposed rule change.
    \6\ 15 U.S.C. 78s(b)(2)(B).
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I. Description of the Proposal

A. General Description of Paired Class Shares

    ``Paired Class Shares'' would be issued by a trust on behalf of a
fund, each a segregated series of the trust.\7\ Paired Class Shares
would have values that are based on an index or other numerical
variable (``Underlying Benchmark'') whose value reflects the value of
assets, prices, price volatility, or other economic interests
(``Reference Asset'').\8\ The trust would always issue Paired Class
Shares in pairs of shares of opposing classes of each fund. The values
of the opposing classes would move in opposite directions as the value
of the fund's Underlying Benchmark varies from its starting level,
where one constituent of the pair is positively linked to the fund's
Underlying Benchmark (``Up Shares'') and the other constituent is
negatively linked to the fund's Underlying Benchmark (``Down
Shares'').\9\ The rate of linkage or leverage of a fund's Up Shares and
Down Shares performance to the performance of the fund's referenced
Underlying Benchmark would be one-to-one.\10\ The calculation of the
liquidation value of a fund attributable to each of its classes of
Paired Class Shares (``Class Value''), and to each share of such
class's pro rata portion of Class Value (``Class Value per Share''),
would be determined according to a mathematical formula.\11\
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    \7\ See proposed NASDAQ Rule 5713(c).
    \8\ See id. The Exchange states that other economic interests
would include, for example, currencies, interest rates, non-
investable economic indices, and other measures of financial
instrument value. See Notice, supra note 3, 79 FR at 35611, n.11.
    \9\ See proposed NASDAQ Rule 5713(c).
    \10\ See Notice, supra note 3, 79 FR at 35611.
    \11\ See id. The Exchange represents that the mathematical
formula would be based on the following factors: (1) the value of
the fund's assets; (2) the allocation of such value based on changes
in the level of the fund's Underlying Benchmark which may be
limited, reduced, capped, or otherwise modified according to formula
or pre-set parameters; and (3) the daily accrual of gain and income
or loss on the assets of the fund, less the liabilities of the fund,
as such gains, income losses, and liabilities are allocated to each
class of the fund. See Notice, supra note 3, 79 FR at 35611, n.12.
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    Each fund would engage in scheduled ``regular distributions,'' and
also may engage in: (1) ``special distributions,'' which would be
triggered when the Underlying Benchmark exceeds a fixed rate of change
since the fund's prior regular or special distribution date or
inception date in the case of the first such distribution (``prior
distribution date''); and (2) ``corrective distributions,'' which would
be triggered when the trading price of a Paired Class Share deviates by
a specified amount from its Class Value per Share for a specified
period of time. Immediately after each regular, special, and corrective
distribution, the fund's Underlying Benchmark participation or exposure
would be reset, and the fund's Class Value per Share for each of its
classes would be set to equal the lowest Class Value per Share of the
two classes of Paired Class Shares. To the extent any class of Paired
Class Shares of a fund has a positive net income from income or gain on
class assets, after deduction of class liabilities, on a regular or
special distribution date as measured from the prior distribution date,
such class of Paired Class Shares would receive a distribution in cash
equal to such positive net income regardless as to whether such class
is entitled to a regular or special distribution on such date.
    Paired Class Shares would be structured with the objective of
providing investors with exposure to changes in an Underlying
Benchmark. The trust issuing Paired Class Shares on behalf of a fund
would actively monitor deviations of trading price to Class Value per
Share. To the extent there is a material and persistent deviation of a
Paired Class Share trading price from such Paired Class Share's Class
Value per Share according to pre-set thresholds, the trust issuing the
Paired Class Shares would distribute to holders of each class shares of
the opposing class, which would leave each holder with an equal number
of Up Shares and Down Shares. According to the Exchange, as each holder
would own both Up Shares and Down Shares, each holder could redeem
their shares through an authorized participant (``Authorized
Participant'') \12\ for cash at their respective Class Values per
Share, which would eliminate the premium or discount.
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    \12\ An Authorized Participant may place orders to create or
redeem one or more ``Creation Units.'' See note 16 infra.
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    The Exchange further states that, even if a corrective distribution
is not triggered, the existence of a fund's corrective distribution
feature would be expected to modify investor and Authorized Participant
behavior to prevent persistent and material premium and discount
conditions for Paired Class Shares from becoming locked. The Exchange
states that regular and special distributions would have the effect of
delivering changes in Class Value per Share to each class of the Paired
Class Shares either directly through the distribution or indirectly
through the dilution caused by the distribution.\13\ Thus, market
expectation of regular and special distributions would cause the
trading prices of a fund's Paired Class Shares to experience less-
pronounced conditions of premium or discount to Class Value per Share.
The Exchange also states that a trust issuing Paired Class Shares on
behalf of a fund would make regular and special distributions and reset
the Fund's exposure or participation in its Underlying Benchmark to
avoid depleting all of the capital of one class of shares.\14\ For
regular distributions, Paired Class Shares would reset their Underlying
Benchmark participation on regularly scheduled dates, and for special
distributions, would reset whenever their Underlying Benchmark changes
by a set percentage since the prior distribution date. Thus, on each
reset date, a percentage change in the Underlying Benchmark would
generally correspond to a percentage change in the Class Value per
Share and leverage drift would be minimized.\15\
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    \13\ See Notice, supra note 3, 79 FR at 35612.
    \14\ See id.
    \15\ The Exchange describes ``leverage drift'' as circumstances
when the percentage changes in the price of shares do not correlate
to the percentage changes in the Underlying Benchmark once the
Underlying Benchmark increases or decreases over time. See id. at
35611.
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    With respect to creations and redemptions of Paired Class Shares,
the procedures would be similar in nature to those for other exchange
traded products. Paired Class Shares of a fund would be created and
redeemed in specified aggregations of equal quantities of Up Shares and
Down Shares \16\ at their respective Class Values per Share. Paired
Class Shares could only be created or redeemed by Authorized
Participants.\17\ In contrast to other exchange traded products that
often allow or require non-cash (in-kind) creation and redemption
consideration in the form of specified securities or other assets and
do not involve multiple share classes, Paired Class Shares creation and
redemption transactions would only occur (a) for cash consideration,
and (b) in equal pre-determined quantities of Up Shares and Down
Shares.
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    \16\ Each Creation Unit for each Fund would be comprised of
25,000 Up Shares and 25,000 Down Shares. See id. at 35612, n.14.
    \17\ See id. at 35612.
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B. Proposed Listing Standards for Paired Class Shares (NASDAQ Rule
5713)

    Proposed Rule 5713(a) indicates that NASDAQ would consider for
trading, whether by listing or pursuant to unlisted trading privileges
(``UTP''),

Paired Class Shares if the Paired Class Shares meet the criteria of
Rule 5713. Proposed Rule 5713(b) clarifies that the rule is applicable
only to Paired Class Shares. Subsection (b) also states that except to
the extent inconsistent with this Rule, or unless the context otherwise
requires, the By-laws and all other rules and procedures of the Board
of Directors would be applicable to the trading on NASDAQ of such
securities. Paired Class Shares, which are defined in proposed new
subsection (c), are included within the definition of ``security'' or
``securities'' as such terms are used in the By-laws and Rules of
NASDAQ.
Paired Class Shares Defined
    Proposed subsection (c) specifically states that the term ``Paired
Class Share'' means a security: (1) That is issued by a trust on behalf
of a fund as part of a pair of shares of opposing classes whose
respective underlying values move in opposite directions as the value
of the fund's Underlying Benchmark (which is defined in NASDAQ Rule
5713(e)) varies from its starting level, where one constituent of the
pair is positively linked to the fund's Underlying Benchmark--Up
Shares--and the other constituent is inversely linked to the fund's
Underlying Benchmark--Down Shares; (2) that is issued in exchange for
cash; (3) the issuance proceeds of which are invested and reinvested in
highly rated short-term financial instruments that mature within 90
calendar days and that serve certain functions; \18\ (4) that
represents a beneficial interest in the fund; (5) the value of which is
determined by the underlying value of the fund that is attributable to
the class of which such security is a part; \19\ (6) that, when timely
aggregated in a specified minimum number or amount of securities, along
with an equal number or amount of the securities of the opposite class
that constitute the other part of the pair, may be redeemed for a
distribution of cash; and (7) that may be subject to mandatory
redemption of all Paired Class Shares under specified circumstances.
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    \18\ These functions are: (1) Covering the fund's expenses; (2)
providing income distributions to investors, based on income (after
expenses) from the financial instruments held by the fund; (3)
providing cash proceeds for regular and special distributions to be
made in cash in lieu of Paired Class Shares; and (4) providing cash
proceeds to be paid upon the redemption of Paired Class Shares. See
id. at 35612, n.15. Thus, for example, upon redeeming 100 Paired
Class Shares an investor would receive cash equal to the NAV per
share for each share redeemed. Moreover, a trust issuing Paired
Class Shares on behalf of a fund may engage in regular
distributions, special distributions, and corrective distributions.
See proposed NASDAQ Rule 5713(d).
    \19\ The Paired Class Shares value would either: (1) Increase as
a result of an increase in the Underlying Benchmark and decrease as
a result of a decrease in the Underlying Benchmark (in the case of
an Up Share); or (2) increase as a result of a decrease in the
Underlying Benchmark and decrease as the result of an increase in
the Underlying Benchmark (in the case of a Down Share). See proposed
NASDAQ Rule 5713(c)(5).
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Distributions
    Proposed Rule 5713(d) provides that a fund may engage in scheduled
regular distributions, special distributions that are automatically
triggered upon the Underlying Benchmark exceeding a fixed rate of
change since the prior distribution, and corrective distributions that
are automatically triggered when the trading price of a Paired Class
Share deviates by a specified amount from its underlying value for a
specified period of time.
Designation
    Proposed Rule 5713(e) states that NASDAQ may trade, either by
listing or pursuant to UTP, Paired Class Shares whose values are based
on an Underlying Benchmark whose value reflects the value of a
Reference Asset. Each issue of Up Shares or Down Shares of a fund would
be designated as a separate series and would be identified by a unique
symbol.
Listing Standards
    Proposed Rule 5713(f) sets forth the initial and continued listing
criteria. The Exchange proposes to adopt three initial listing
requirements in Rule 5713(f)(i): (1) NASDAQ would establish a minimum
number of Paired Class Shares for each fund required to be outstanding
at the time of commencement of trading on NASDAQ; (2) NASDAQ would
obtain a representation from the trust on behalf of each fund that the
underlying value per share of each Up Share and Down Share would be
calculated daily and that the underlying values and information about
the assets of the fund would be made available to all market
participants at the same time; and (3) if the Underlying Benchmark is
maintained by a broker-dealer or investment advisor, the broker-dealer
or investment advisor would be required to erect a ``firewall'' around
the personnel who have access to information concerning changes and
adjustments to the Underlying Benchmark.
    Under proposed NASDAQ Rule 5713(f)(ii), NASDAQ would consider the
suspension of trading in, or removal from listing of, a fund's Paired
Class Shares under any of the following circumstances: (1) If,
following the initial twelve-month period beginning upon the
commencement of trading of the Paired Class Shares, (a) there are fewer
than 50 record or beneficial holders of the fund's Up Shares or Down
Shares for 30 or more consecutive trading days, (b) the fund has fewer
than 50,000 Up Shares or 50,000 Down Shares issued and outstanding, or
(c) the combined market value of all shares of a fund issued and
outstanding is less than $1,000,000; (2) if the intraday level of the
Underlying Benchmark, or a substitute or replacement Underlying
Benchmark based on the same Reference Asset, is no longer calculated or
available \20\ on at least a 15-second delayed basis during the Regular
Market Session \21\ when the fund's Paired Class Shares trade on NASDAQ
from a source unaffiliated with the sponsor, the custodian, the trustee
of the trust, the fund, or NASDAQ that is a major market data vendor
(e.g., Reuters or Bloomberg); (3) if the underlying value per share of
each Up Share and Down Share of a fund is no longer made available on a
daily basis to all market participants at the same time; (4) if the
estimate of the value of a share of the series of Paired Class Shares
(``Intraday Indicative Value'') of the underlying value of each listed
Up Share and Down Share of the fund is no longer made available on at
least a 15-second delayed basis by a major market vendor during the
time the Paired Class Shares trade on NASDAQ during the Regular Market
Session; (5) if the ``firewall'' erected around the personnel who have
access to information concerning changes and adjustments to the
Underlying Benchmark is no longer in place; or (6) if such other event
occurs or condition exists which in the opinion of NASDAQ makes further
dealings on NASDAQ inadvisable.
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    \20\ The Underlying Benchmark may no longer be available due to
a number of circumstances, including when the publication of the
Underlying Benchmark is no longer economically viable, the data used
to compute the Underlying Benchmark is no longer available, or the
Underlying Benchmark methodology no longer tracks the same Reference
Asset. See Notice, supra note 3, 79 FR at 35613, n.21.
    \21\ NASDAQ market makers are open for business during normal
market hours of 9:30 a.m. to 4:00 p.m. Eastern Time. See NASDAQ Rule
4617. The Exchange states that it has trading hours from 4:00 a.m.
until 8:00 p.m. Eastern Time, with trading sessions before and after
normal market hours (``Pre-Market'' and ``Post-Market'') and
appropriate rules to facilitate transactions during all trading
sessions. Normal market hours are also known as the Regular Market
Session. See, e.g., Rules 5705 (ETFs: portfolio depository receipts
and index fund shares) and 5710 (securities linked to the
performance of indexes and commodities (including currencies)).
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    Proposed Rule 5713(f)(ii) also provides that upon termination of a
fund, Paired Class Shares issued in connection with the fund must be

removed from listing. A fund may terminate in accordance with the
provisions of the fund's prospectus, which may provide for termination
if the underlying value of the Paired Class Shares falls below a
specified amount.
Additional Provisions of Proposed Rule 5713
    Provisions relating to the term, trustee, and voting rights are set
forth in proposed NASDAQ Rule 5713(f)(iii)-(v). Proposed subsection
(f)(iii) states that the stated term of a fund shall be as stated in
the fund's prospectus. However, a fund may be terminated under such
earlier circumstances as may be specified in the prospectus. Proposed
subsection (f)(iv) states that the trustee of a trust must be a trust
company or banking institution having substantial capital and surplus
and the experience and facilities for handling corporate trust
business. In cases where, for any reason, an individual has been
appointed as trustee, a qualified trust company or banking institution
must be appointed co-trustee. In addition, no change is to be made in
the trustee of a listed issue without prior notice to and approval of
NASDAQ. Regarding voting rights, subsection (f)(v) states that such
rights, if any, would be as set forth in the applicable fund's
prospectus.
    Proposed Rule 5713(g) sets forth a limitation of NASDAQ liability
with respect to errors, omissions, or delays in calculating or
disseminating any applicable Underlying Benchmark value, the underlying
value of the fund and its Paired Class Shares, distribution values or
any other information relating to the purchase, redemption, or trading
of the Paired Class Shares.
    With respect to the activity and disclosure of Market Maker
accounts, proposed NASDAQ Rule 5713(h) states that an Exchange member
must file with NASDAQ, in a manner prescribed by the Exchange, and keep
current a list identifying all accounts for trading in the applicable
securities or physical commodities included in (or options, futures, or
options on futures on) the Reference Asset of the Underlying Benchmark
of any Paired Class Shares (or any other derivatives based on the
Reference Asset or based on any security or Reference Asset included in
the Underlying Benchmark) that the registered Market Maker may have or
over which it may exercise investment discretion. In addition, proposed
NASDAQ Rule 5713(h)(i) prohibits registered Market Makers from trading
in the applicable securities or physical commodities included in (or
options, futures, or options on futures on) the Reference Asset of the
Underlying Benchmark of any Paired Class Shares (or any other
derivatives based on the Reference Asset or based on any security or
Reference Asset included in the Underlying Benchmark) in an account in
which the registered Market Maker, directly or indirectly, controls
trading activities, or in which the registered Market Maker has a
direct interest in the profits or losses thereof, which has not been
reported to NASDAQ as required by this proposed Rule. Proposed Rule
5713(h)(ii) provides that, in addition to the existing obligations
under NASDAQ rules regarding the production of books and records (see,
e.g., NASDAQ Rule 4625), a registered Market Maker in Paired Class
Shares must make available to NASDAQ such books, records, or other
information pertaining to transactions by such entity or registered or
non-registered employee affiliated with such entity for its or their
own accounts for trading the applicable securities or physical
commodities included in, or options, futures, or options on futures on,
the Reference Asset of the Underlying Benchmark of any Paired Class
Shares or any other derivatives based on such Reference Asset or based
on any security or Reference Asset included in the Underlying
Benchmark, as may be requested by NASDAQ.
    The Exchange also proposes six Commentaries to Rule 5713. Proposed
Commentary .01 provides that members must provide all purchasers of
newly issued Paired Class Shares a prospectus for the fund. Proposed
Commentary .02 states that transactions in Paired Class Shares would
occur during the trading hours specified in Rule 4120. Proposed
Commentary .03 states that NASDAQ would file separate proposals under
Section 19(b) of the Act before trading any new series of Paired Class
Shares. Proposed Commentary .04 states that prior to a substitute or
replacement Underlying Benchmark being selected for a fund, NASDAQ must
file a related proposed rule change pursuant to Rule 19b-4 under the
Act to continue trading the Paired Class Shares. Proposed Commentary
.05 states that subsection 5713(f)(ii)(D), as discussed previously, is
not applicable as a continuing listing standard if a fund's Paired
Class Shares have been approved for listing and trading by the
Commission under Section 19(b)(2) of the Act without the requirement
that an estimate of the Intraday Indicative Value be made available on
at least a 15-second delayed basis by a major market vendor during the
time the Paired Class Shares trade on NASDAQ during the Regular Market
Session. Lastly, proposed Commentary .06 states that NASDAQ would
implement written surveillance procedures for trading the Paired Class
Shares.
    Additional details of proposed NASDAQ Rule 5713 can be found in the
Notice and Exhibit 5 thereto.\22\
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    \22\ See Notice, supra note 3. See also http://www.sec.gov/rules/sro/nasdaq/2014/34-72412-ex5.pdf.
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C. Description of the Trust, the Funds, and the Shares

    The Exchange has made the following representations and statements
in describing, among other things, the Funds, the corresponding
Underlying Benchmarks, arbitrage, and distributions.\23\
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    \23\ The Commission notes that additional information regarding
the Trust, the Funds, and the Shares, including risks, Class Value
and Class Value per Share calculations, creation and redemption
procedures, fees, disclosure policies, distributions, and taxes,
among other information, is included in the Notice and the
Registration Statement, as applicable. See Notice, supra note 3, and
Registration Statement, infra note 24, respectively.
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    The Shares would be offered by the Trust, which is a Delaware
statutory trust.\24\ AccuShares Investment Management, LLC, a Delaware
limited liability company, is the sponsor (``Sponsor''), and Wilmington
Trust, N.A., a national banking association, would serve as the trustee
(``Trustee'') and the investment advisor (``Investment Advisor'') for
each Fund. The Investment Advisor, which is chosen by the Sponsor,
would be responsible for investing each Fund's available cash in bills,
bonds, and notes issued and guaranteed by the United States Treasury
(``United States Treasury Securities'') with remaining maturities of 90
days or less (``Eligible Treasuries'') and over-night repurchase
agreements collateralized by United States Treasury Securities
(``Eligible Repos,'' and together with cash and Eligible Treasuries,
collectively, ``Eligible Assets''). State Street Bank and Trust Company
(``State Street''), a Massachusetts trust company, would serve as the
custodian, administrator, and transfer agent (``Custodian,''
``Administrator,'' or ``Transfer Agent'') for each Fund.\25\
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    \24\ The Exchange states that the offer and sale of Paired Class
Shares of each Fund would be registered with the Commission by means
of the Trust's registration statement on Form S-1 (``Registration
Statement'') under the Securities Act of 1933 (``Securities Act'').
According to the Exchange, the Registration Statement was filed on
March 18, 2014 and will be effective as of the date of such offer
and sale. See Notice, supra note 3, 79 FR at 35615.
    \25\ The Custodian would hold each Fund's securities and cash
and would perform each Fund's Class Value and Class Value per Share
calculations. As Administrator, State Street would, among other
things, perform or supervise the performance of services necessary
for the operation and administration of the Funds (other than making
investment decisions or providing services provided by other service
providers), including accounting and other fund administrative
services. As Transfer Agent, State Street would, among other things,
provide transfer agent services with respect to the creation and
redemption of Creation Units. The Transfer Agent would receive from
Authorized Participants creation and redemption orders and deliver
acceptances and rejections of such orders to Authorized Participants
as well as coordinate the transmission of such orders and
instructions among the Sponsor and the Authorized Participants.

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    The Underlying Benchmark of each Fund, other than the AccuShares
Spot CBOE VIX Fund (``VIX Fund''), would be constructed, calculated,
and published by S&P[supreg] Dow Jones Indices LLC (``Index
Provider'').\26\ The CBOE Volatility Index[supreg] (``VIX''), which is
the Underlying Benchmark of the VIX Fund, would be constructed by the
Chicago Board Options Exchange, Incorporated (``CBOE''), and calculated
and published by the Index Provider. Both the Index Provider and CBOE
are unaffiliated with the Trust and the Sponsor.\27\ In accordance with
proposed NASDAQ Rule 5713(f)(i)(C), to the extent that an Underlying
Benchmark is maintained by a broker-dealer or investment advisor, such
broker-dealer or investment advisor would erect a ``firewall'' around
personnel who have access to information concerning changes and
adjustments to the Underlying Benchmark.
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    \26\ The Underlying Benchmarks for all of the Funds other than
the VIX Fund are: (1) the S&P GSCI Spot index; (2) the S&P GSCI
Agricultural and Livestock Spot index; (3) the S&P GSCI Industrial
Metals Spot index; (4) the S&P GSCI Crude Oil Spot index; (5) the
S&P GSCI Brent Crude Oil Spot index; and (6) the S&P GSCI Natural
Gas Spot index, (collectively, ``S&P GSCI Commodity Indices'').
    \27\ The Exchange represents that, should the Index Provider
become affiliated with the Trust and the Sponsor, an appropriate
firewall would be required. See Notice, supra note 3, 79 FR at
35615, n.31.
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Description of the Underlying Benchmarks
    Each S&P GSCI Commodity Index would be constructed, calculated, and
published by the Index Provider. The S&P GSCI Spot index (``S&P
GSCI''), which would serve as the Underlying Benchmark for the
AccuShares S&P GSCI Spot Fund, is an index on a production-weighted
basket of currently 24 principal physical commodities that satisfy
criteria established by the Index Provider. The commodities included in
the S&P GSCI would be weighted, on a production basis, to reflect the
relative significance (in the view of the Index Provider) of those
commodities to the world economy. The referenced commodities within the
S&P GSCI Agricultural and Livestock Spot Index (``S&P GSCI-AL'') and
the S&P GSCI Industrial Metals Spot Index (``S&P GSCI-IN'') would each
receive weightings that differ from the weightings they receive in the
broader S&P GSCI.\28\ The value of the S&P GSCI has been normalized
(``Normalizing Constant'') such that its hypothetical level on January
2, 1970 was 100.
---------------------------------------------------------------------------

    \28\ The S&P GSCI-AL comprises contracts referencing the
following Reference Assets: Corn, Chicago Wheat, Soybeans, Live
Cattle, Lean Hogs, Sugar, Cotton, Kansas Wheat, Coffee, Feeder
Cattle, and Cocoa. The S&P GSCI-IN comprises contracts referencing
the following Reference Assets: LME Copper, Aluminum, Nickel, Zinc,
and Lead. The S&P GSCI comprises contracts referencing the Reference
Assets of the S&P GSCI-AL and the S&P GSCI-IN, as well as West Texas
Intermediate Crude Oil, Brent Crude Oil, Gas Oil, Heating Oil, RBOB
Gasoline, Gold, Natural Gas, and Silver.
---------------------------------------------------------------------------

    The S&P GSCI Crude Oil Spot Index (``S&P GSCI-CL''), the S&P GSCI
Brent Crude Oil Spot Index (``S&P GSCI-BR''), and the S&P GSCI Natural
Gas Spot Index (``S&P GSCI-NG'') are single-commodity sub-indices of
the S&P GSCI.\29\ The S&P GSCI-AL and the S&P GSCI-IN are sub-indices
of the S&P GSCI that comprise related groups of commodities otherwise
contained in the broader S&P GSCI. All of the S&P GSCI Commodity
Indices are the spot versions of such indices.
---------------------------------------------------------------------------

    \29\ The S&P GSCI-CL, the S&P GSCI-BR, and the S&P GSCI-NG
comprise, respectively, contracts referencing West Texas
Intermediate Crude Oil, Brent Crude Oil, and Natural Gas.
---------------------------------------------------------------------------

    Each S&P GSCI Commodity Index would reflect only the daily
settlement prices (``Daily Contract Reference Prices'') of commodities
futures contracts that are the components of such index (``Designated
Contracts'') on each business day. Each S&P GSCI Commodity Index would
be based on the daily settlement prices of first nearby contract,
except during the five-day ``Roll Period'' during which the ``Roll
Contract Expirations'' shift to the next nearby contract and during
which the weighting of the first nearby contract is decreased in favor
of the next expiry contract 20 percent per day. Immediately following
the Roll Period, the next expiry contract would be used for the index
until the next following Roll Period. When shifting to a next nearby
contract, contract quantities remain consistent, and relative values
between the nearby and next nearby contracts could vary. The daily
value of the S&P GSCI Commodity Indices, therefore, would be calculated
solely based on the commodity production weightings assigned by the
Index Provider of each Designated Contract, and of the Daily Contract
Reference Prices of the nearby contract expiration of each Designated
Contract, and it would not reflect any roll yield.
    The quantity of each of the contracts included in the S&P GSCI
Commodity Indices would be determined on the basis of a five-year
average, referred to as the ``world production average,'' of the
production quantity of the underlying commodity, as published by the
United Nations Statistical Yearbook, the Industrial Commodity
Statistics Yearbook, and other official sources. However, if a
commodity is primarily a regional commodity--based on its production,
use, pricing, transportation, or other factors--the Index Provider
would calculate the weight of that commodity based on regional, rather
than world, production data. At present, natural gas is the only
commodity the weights of which are calculated on the basis of regional
production data, with the relevant region defined as North America.
    The Exchange states that a complete and current description of the
eligibility criteria, weighting, and calculation methodologies the
Index Provider would utilize in selecting commodities and Designated
Contracts and their weights for an S&P GSCI Commodity Index can be
found in the S&P GSCI Handbook, which is available at:
www.spindices.com/documents/methodologies/methodology-sp-gsci.pdf.
    The Underlying Benchmark of the VIX Fund would be the VIX. The VIX
is constructed by CBOE and calculated and published by the Index
Provider. The VIX would seek to serve as a measure of the expected
volatility of the S&P 500[supreg] total return stock index (``S&P 500
Index''). It is an up-to-the-minute market estimate of expected
volatility, calculated by using real-time S&P 500 Index option (ticker:
SPX) bid/ask quotes. The SPX is the Reference Asset of the VIX. Each
business day, the VIX uses SPX options with at least eight days left to
expiration and then weights them to yield a constant, 30-day measure of
the expected volatility of the S&P 500 Index.
    The VIX is based on real-time option prices, which reflect
investors' consensus view of future expected stock market volatility.
During periods of financial stress, which are often accompanied by
steep market declines, SPX options prices--and the VIX--tend to rise.
As expectations of large market moves subside, SPX option prices tend
to decline, which in turn causes the VIX to decline.
    The VIX is quoted in percentage points and translates, roughly, to
the expected movement in the S&P 500 Index over the next 30-day period,
which is then annualized. The VIX is based on the spot variation of its
Reference Asset and, as such, does not

incorporate the effects of closing out an expiring contract and
establishing a position in the next available contact. Consequently,
the VIX does not reflect any roll yield in option contract turnover and
is properly viewed as a spot measure of 30-day expiry expected S&P 500
Index volatility measured through SPX price movements. The Exchange
states that additional information regarding the VIX can be found at
CBOE's Web site at www.cboe.com/VIX.
Description of the Funds
    As is the case with Paired Class Shares generally, as discussed
above, the Trust would issue Shares on behalf of a Fund in offsetting
pairs, where one constituent of the pair, the Up Shares, is positively
linked to the Fund's Underlying Benchmark and the other constituent,
the Down Shares, is negatively linked to the Fund's Underlying
Benchmark. Therefore, the Trust would only issue, distribute, maintain,
and redeem equal quantities of Up Shares and Down Shares on behalf of a
Fund at all times. The Trust would create and redeem Paired Class
Shares on behalf of a Fund in Creation Units only for cash. Once
created, a Fund's Paired Class Shares would trade independently of each
other on the Exchange. As generally described above for all Paired
Class Shares, the cash proceeds from the creation of Paired Class
Shares by a Fund may be held by a Fund only in Eligible Assets that
serve certain functions.\30\ Each Fund would invest its assets to
preserve its capital while, at the same time, earning an investment
return that is consistent with such preservation of capital.
---------------------------------------------------------------------------

    \30\ See supra note 18 and accompanying text.
---------------------------------------------------------------------------

Fund Assets
    Each Fund would maintain its Eligible Assets in a separate custody
account maintained by the Fund's Custodian that would be segregated
from the assets of any other series of the Trust, the Custodian, or any
other customer of the Custodian. If, on any date, there is cash on
deposit in a Fund's custody account that is not required to make
payments or to make distributions to shareholders, all such cash would
be either held as cash or invested by the Investment Advisor, acting in
accordance with the Investment Advisory Agreement and on behalf of the
Fund, in cash bank deposits, Eligible Treasuries, or Eligible
Repos.\31\
---------------------------------------------------------------------------

    \31\ Eligible Repos would: (1) be entered into with a seller
that is a bank with at least one billion U.S. dollars in assets or a
registered securities dealer that is deemed creditworthy by the
Fund's investment advisor; (2) terminate the business day following
their execution; (3) be denominated in U.S. dollars; and (4) be
``collateralized fully,'' meaning that (a) the value of the assets
collateralizing the Eligible Repo (less transaction costs, including
loss of interest, that the Fund reasonably could expect to incur if
the seller were to default) would be, and during the entire term of
the Eligible Repo would remain, at least equal to the resale price
payable by the seller under the Eligible Repo, (b) such assets would
be held by a custodian bank for the benefit of the Fund during the
term of the Eligible Repo, and (c) such assets would consist
entirely of United States Treasury Securities.
---------------------------------------------------------------------------

    Each Fund would invest its cash in Eligible Treasuries or Eligible
Repos in order to generate income to pay its fees, expenses, and taxes
and to generate income to shareholders from cash on deposit in the Fund
that would not be immediately needed for other purposes pending a later
net income distribution. Each Fund would hold a portion of its assets
in Eligible Repos, because these agreements mature and convert to cash
within one business day, which would make it possible for the Fund to
have sufficient cash available on each business day to be able to
effect any redemptions of its Creation Units.
    Except on a distribution date on which such proceeds would be
needed to effect redemptions or net income distributions or to
distribute cash for regular and special distributions, the Investment
Advisor, on behalf of the Fund, would reinvest on a daily basis the
proceeds received upon the maturity of the Fund's Eligible Treasuries
and Eligible Repos in Eligible Assets. The Investment Advisor would
also invest in Eligible Assets all of a Fund's cash funds delivered to
it in connection with each creation of the Fund's Creation Units. On
the liquidation of a Fund, all of the proceeds of the Eligible
Treasuries and Eligible Repos held by the Fund would be used to make
final cash liquidating payments (less the fees, expenses, and taxes of
the Fund not assumed by the Sponsor) to the Fund's shareholders. Upon
any redemption of a Fund's Creation Units by an Authorized Participant,
the cash of the Fund would be used to pay the proceeds of such
redemption to the redeeming Authorized Participant.
Distributions
    With respect to the specific distributions applicable to the Funds,
as more generally described above for all Paired Class Shares, each
Fund would be expected to engage in four types of distributions as of
certain distribution dates. The first type of distribution, regular
distributions, would occur at regular intervals for each Fund. Regular
distributions would generally occur as long as there has been a change
in the level of the Underlying Benchmark (and, in the case of the VIX
Fund, the Daily Amount) as of the distribution date since the prior
distribution date. Secondly, each Fund would expect to make net income
distributions on each regular or special distribution date to the
shareholders of any class of such Fund whose class Net Investment
Income is positive as of such distribution date.
    The other two types of distributions would not be expected to occur
regularly and are mechanisms intended to protect the interests of
investors by providing them with the expected value of their Shares
upon specified events. Thus, the third type, special distributions,
would occur where the change in the Underlying Benchmark exceeds a
specified percentage value since the prior distribution date but before
the next regular distribution. The fourth type, corrective
distributions, would occur only if the trading price of a class' Shares
on the Exchange deviates for a specified length of time over a
specified threshold amount from the Class Value per Share of such
class.
    Regular Distributions. Each Fund would engage in regular
distributions on either a monthly or quarterly basis as set forth in
the applicable Fund prospectus.\32\ After each regular distribution,
the applicable Fund would reset its Share Index Factors. An investor
receiving distributions in cash could then choose to either do nothing
or reinvest all or part of the distribution in the desired class of
Shares to gain more economic exposure to the Underlying Benchmark.
---------------------------------------------------------------------------

    \32\ The VIX Fund and the AccuShares S&P GSCI Natural Gas Spot
Fund would engage in monthly regular distributions on the 15th day
of each calendar month (or the next following business day if the
scheduled regular distribution date is not a business day). Each of
the other five Funds would engage in quarterly regular distributions
on March 15, June 15, September 15 and December 15 of each year (or
the next following business day if the scheduled regular
distribution date is not a business day).
---------------------------------------------------------------------------

    An investor receiving distributions in pairs of Shares may: (1)
Sell the Shares received for cash and maintain the proceeds in cash;
(2) sell only the opposing class of Shares received and maintain
proceeds in cash; or (3) sell only the opposing class of Shares
received and reinvest the proceeds in the desired class of Shares to
gain more economic exposure to the Underlying Benchmark.
    Special Distributions. Special distributions would be a measure
designed to protect the Funds and the investors in the Funds during
periods when the Fund's Underlying Benchmark experiences unexpected

degrees of volatility. The Funds would effect a special distribution
and a resetting of the Share Index Factors between regular distribution
dates where the change in the Underlying Benchmark exceeds a specified
percentage value since the prior distribution date, as set forth in the
applicable Fund prospectus.\33\ A reverse share split may also be
executed in conjunction with any special distributions.
---------------------------------------------------------------------------

    \33\ The percentage value for special distributions for each of
the Funds would be 75%. See Notice, supra note 3, 79 FR at 35619,
n.41.
---------------------------------------------------------------------------

    Value of Regular and Special Distributions. When the Class Values
per Share of the Up Shares and the Down Shares of a Fund differ at the
close of a Measuring Period (after adjusting for any net income
distribution for such Shares), the Share class with the higher Class
Value per Share would be expected to receive a regular or special
distribution on that distribution date.
    The value of a distribution relating to each of a Fund's Up Shares
(where such Shares are valued at their respective Class Values per
Share) entitled to a distribution on a distribution date would be equal
to the positive amount, if any, of the closing Class Value per Share of
the Fund's Up Shares (after adjusting for any net income distribution)
less the closing Class Value per Share of the Fund's Down Shares (after
adjusting for any net income distribution).
    The value of a distribution relating to each of a Fund's Down
Shares (where such Shares are valued at their respective Class Values
per Share) entitled to a distribution on a distribution date would be
equal to the positive amount, if any, of the closing Class Value per
Share of the Fund's Down Shares (after adjusting for any net income
distribution) less the closing Class Value per Share of the Fund's Up
Shares (after adjusting for any net income distribution).
    Regular and special distributions would ordinarily be made in the
form of cash during the first six months of trading in a Fund's Shares.
Thereafter, each Fund would pay all or any part of any regular or
special distribution in Paired Class Shares instead of cash where
further cash distributions would adversely affect the liquidity of the
market for the Fund's Shares \34\ or impact the Fund's ability to meet
minimum asset size Exchange listing standards.\35\ All payments made in
Paired Class Shares would be made in equal numbers of Up and Down
Shares. To the extent a Share distribution would result in the
distribution of fractional Shares, cash in an amount equal to the value
of the fractional Shares would be distributed rather than fractional
Shares.
---------------------------------------------------------------------------

    \34\ The Fund would engage in distributions of Paired Class
Shares to maintain a net asset value sufficient to meet the net
asset value expectations of certain institutional shareholders that
condition their investment in exchange-traded products to only those
products having more than a minimum amount of net assets. According
to the Exchange, Paired Class Share distributions would have the
effect of preserving a Fund's net assets (aggregate Class Values) to
attract and retain these institutional investors and thereby
increase the liquidity of the market for a Fund's Shares. See id. at
35619, n.42.
    \35\ See proposed NASDAQ Rule 5713(f)(ii)(A)(iii).
---------------------------------------------------------------------------

    Corrective Distributions. Corrective distributions would occur for
the Funds after the trading price of a Fund's Shares deviates
materially and persistently from Class Value per Share according to
fixed thresholds as set forth in the applicable Fund prospectus.
Corrective distributions would be a formulaic process that continuously
measures for any material deviation between the Class Value per Share
of the Shares and the closing trading prices of the Shares as reported
on the Exchange. After a specified period of time following a Fund's
inception, if the closing trading prices of the Shares of the Fund
deviate significantly from their Class Value per Share by a specified
amount over a specified period of time, as set forth in the applicable
Fund prospectus, the Fund would make a corrective distribution in
addition to a regular distribution or special distribution on the next
scheduled regular distribution date or special distribution date if
previously triggered.\36\ In a corrective distribution, each Share
(including those to be distributed on the related regular or special
distribution date) would be resolved into a risk neutral position
comprising an equal number of Up Shares and Down Shares. The corrective
distribution would distribute: (1) a number of Down Shares equal to the
number of outstanding Up Shares to the Up Shares holders; and (2) a
number of Up Shares equal to the number of outstanding Down Shares to
the Down Shares holders.
---------------------------------------------------------------------------

    \36\ The corrective distribution threshold for the VIX Fund
would be a 10.0% deviation for three consecutive business days. The
corrective distribution threshold for the AccuShares S&P GSCI
Natural Gas Spot Fund would be a 7.5% deviation for three
consecutive business days. The corrective distribution threshold for
each of the other five Funds would be a 5.0% deviation over three
consecutive business days. See Notice, supra note 3, 79 FR at 35620,
n.44.
---------------------------------------------------------------------------

    Net Income Distributions. Whenever a Fund engages in a regular or
special distribution, such Fund would determine whether any of its
classes has a positive Net Investment Income. Shareholders of any class
that has a positive Net Investment Income would receive a net income
distribution. Net income distributions may occur for any class
regardless of whether such class receives a regular or special
distribution on that date.
    Share Splits. Reverse share splits would be declared to maintain a
positive Class Value per Share for either the Up Shares or the Down
Shares of a Fund should the Class Value per Share of either class
approach zero. Reverse share splits would be expected to occur in the
context of special distributions and are expected to be triggered after
Class Value per Share declines below a specified dollar threshold as
set forth in the applicable Fund prospectus.\37\ No other share splits
would be expected to occur, although the Sponsor would have the right
to declare in its sole discretion a share split, either forward or
reverse, pursuant to the Trust Agreement. In the event of a reverse
share split, the Share Index Factors and the per-Share calculations for
Net Investment Income would be adjusted to reflect the split to
maintain continuity in tracking the Fund's Underlying Benchmark.
---------------------------------------------------------------------------

    \37\ The specified dollar threshold for each Fund would be
$4.00. See id. at 35620, n.45.
---------------------------------------------------------------------------

    Notification. Each Fund engaging in a regular distribution, a
special distribution, a corrective distribution, or a net income
distribution would provide at least three business days' advance notice
(or longer advance notice as may be required by the Exchange) \38\ of
such an event. Each Fund engaging in a share split would provide at
least ten calendar days' advance notice (or longer advance notice as
may be required by the Exchange) \39\ of such an event. In each
instance, the Sponsor would notify the Exchange, and post a notice of
such event and its details on the Sponsor's Web site
(www.AccuShares.com).
---------------------------------------------------------------------------

    \38\ The Exchange states that it may determine that a longer
notice is advisable in certain circumstances (e.g., an extended, or
unexpected, market break).
    \39\ See id.
---------------------------------------------------------------------------

    With respect to regular distributions, the information provided
would consist of the schedule of distributions and associated
distribution dates, and a notification, as of the record date for such
regular distribution, on the Sponsor's Web site as to whether or not
the regular distribution would occur. For regular distributions that
occur on schedule, the Sponsor would cause a press release to be issued
identifying the receiving class, the amount of cash, the amount of
Paired Class Shares (if any), and any other information the Sponsor
deems relevant regarding the distribution and post such information on
the Sponsor's Web site. This information would also be contained in

the Fund's quarterly and annual reports on Forms 10-Q and 10-K and
annual reports to shareholders.
    With respect to special distributions, corrective distributions,
and share splits, the information provided would include the relevant
ex-, record, and payment dates for each such event and relevant data
concerning each such event. These events would also be reported in
press releases, on the Sponsor's Web site, and in current reports on
Form 8-K as material events, as well as in the Fund's periodic reports.
In addition, notice of net income distributions for each class of a
Fund, if any, would also be included in the notifications of regular,
special, and corrective distributions.
    Additional details regarding the Trust, the Funds, and the Shares
can be found in the Notice.\40\
---------------------------------------------------------------------------

    \40\ See supra note 3.
---------------------------------------------------------------------------

II. Proceedings to Determine Whether to Approve or Disapprove SR-
NASDAQ-2014-065 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \41\ to determine whether the proposed rule
change should be approved or disapproved. Institution of such
proceedings is appropriate at this time in view of the legal and policy
issues raised by the proposed rule change. Institution of proceedings
does not indicate that the Commission has reached any conclusions with
respect to any of the issues involved. Rather, as described below, the
Commission seeks and encourages interested persons to provide comments
on the proposed rule change.
---------------------------------------------------------------------------

    \41\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act,\42\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposed rule change's consistency with Section 6(b)(5)
of the Act, which requires, among other things, that the rules of a
national securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade,'' and ``to protect investors and the public
interest.'' \43\
---------------------------------------------------------------------------

    \42\ Id.
    \43\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

III. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Section 6(b)(5) or any other provision of the Act, or
the rules and regulations thereunder. Although there do not appear to
be any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 19b-4, any request for an
opportunity to make an oral presentation.\44\
---------------------------------------------------------------------------

    \44\ Section 19(b)(2) of the Act, as amended by the Securities
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Act Amendments of 1975, Senate Comm. on
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
---------------------------------------------------------------------------

    Interested persons are invited to submit written data, views, and
arguments regarding whether the proposal should be approved or
disapproved by October 15, 2014. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
October 29, 2014.
    The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice,\45\ in addition to any other comments they may wish to
submit about the proposed rule change. In particular, the Commission
requests that commenters consider the following:
---------------------------------------------------------------------------

    \45\ See supra note 3.
---------------------------------------------------------------------------

    1. As described above, the Exchange represents in the proposed rule
change that Paired Class Shares would engage in three different types
of distributions: regular, special, and corrective. According to the
Exchange, market expectation of these distributions would cause the
trading prices of Paired Class Shares to experience less-pronounced
conditions of premium or discount to Class Value per Share. Further,
according to the Exchange, corrective distributions would eliminate
then-existing premiums or discounts and would prevent persistent and
material premium and discount conditions for Paired Class Shares from
becoming locked. What are commenters' views on the effect that the
distributions would have on premiums and discounts between the trading
price of the Paired Class Shares and their respective Class Value per
Share? Do commenters agree with the Exchange's assertions? Why or why
not?
    2. What are commenters' views on whether retail investors and other
market participants would be able to understand the Funds' redemption
mechanics and the types and timing of distributions in which the Funds
would engage? For example, do commenters believe that retail investors
in one class of the two classes of shares could be reasonably expected
to understand the practical implications of receiving, as a result of
certain distributions, shares of the opposing class, which would leave
the investor with an equal number of Up Shares and Down Shares, even
though they started with only one class of the two classes of shares?
Do commenters believe that retail investors could be reasonably
expected to understand the actions they would have to take following
such a distribution to reestablish the exposure to the index that they
had prior to the distribution?
    3. In the proposed rule change, the Exchange represents that each
fund issuing Paired Class Shares would periodically reset its exposure
to its Underlying Benchmark to avoid depleting all of the capital of
one class of shares and to avoid ``leverage drift.'' What are
commenters' views on whether retail investors and other market
participants would be able to understand the effect of these ``resets''
on their investment in the Funds?
    4. With respect to the trading of Paired Class Shares on the
Exchange, do commenters believe that the Exchange's rules governing
sales practices are adequately designed to ensure the suitability of
recommendations regarding the Shares? Why or why not? If not, should
the Exchange's rules governing sales practices be enhanced? If so, in
what ways?
    5. Although each of the Funds would be based on an index, none of
the Funds would actually invest its portfolio assets in an effort to
match or exceed the performance of its underlying index. Instead, each
Fund would hold short-term government securities (and repurchase
agreements on those securities) and would allocate the value of its
portfolio between holders of Up Shares and holders of Down Shares,
depending on changes in the underlying index. What are commenters'
views with respect to whether retail investors will understand this
aspect of the Funds, and what are commenters' views about whether it is
appropriate for an exchange-traded product to be structured in this
way?
Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NASDAQ-2014-065 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 Numbers SR-NASDAQ-2014-065. 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 these filings 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-2014-065 and should
be submitted on or before October 15, 2014. Rebuttal comments should be
submitted by October 29, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\46\
---------------------------------------------------------------------------

    \46\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-22672 Filed 9-23-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: March 3, 2010 (Volume 75, Number 41)]
[Notices]
[Page 9592]
[DOCID:fr03mr10-41]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. AC10-50-000; RM08-5-000]

National Grid USA; Notice of Filing

February 24, 2010.
    Take notice that on February 10, 2010, National Grid USA submitted
a request for waiver of certain FERC Form No. 1 reporting requirements
under Part 141 of regulations, 18 CFR 141, as established by the
Federal Energy Regulatory Commission's Order No. 715.\1\
---------------------------------------------------------------------------

    \1\ Revisions to Forms, Statements and Reporting Requirements
for Electric Utilities and Licensees, Order No. 715, 124 FERC ]
61,273 (2008) (Order No. 715).
---------------------------------------------------------------------------

    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211 or 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed on or before the comment date. On or
before the comment date, it is not necessary to serve motions to
intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://
www.ferc.gov. Persons unable to file electronically should submit an
original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the
``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.
    Comment Date: March 10, 2010.

Kimberly Bose,
Secretary.
[FR Doc. 2010-4356 Filed 3-2-10; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register: March 30, 2006 (Volume 71, Number 61)]
[Proposed Rules]
[Page 16086-16087]
[DOCID:fr30mr06-23]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R07-OAR-2006-0122; FRL-8050-3]

Approval and Promulgation of Implementation Plans; Iowa;
Prevention of Significant Deterioration (PSD)

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

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SUMMARY: EPA proposes to approve a revision to the Code of Federal
Regulations (CFR) for the purpose of giving the Iowa Department of
Natural Resources (IDNR) full regulatory responsibility for EPA-issued
Prevention of Significant Deterioration (PSD) permits. IDNR
demonstrated state legislative authority to take responsibility for the
permits, and demonstrated that resources are available to accomplish
full regulatory responsibility.

DATES: Comments on this proposed action must be received in writing by
May 1, 2006.

ADDRESSES: Submit your comments, identified by Docket ID No. EPA-R07-
OAR-2006-0122 by one of the following methods:
    1. http://www.regulations.gov: Follow the on-line instructions for

submitting comments.
    2. E-mail<EMAIL_ADDRESS>    3. Mail: Heather Hamilton, Environmental Protection Agency, Air
Planning and Development Branch, 901 North 5th Street, Kansas City,
Kansas 66101.
    4. Hand Delivery or Courier: Deliver your comments to: Heather
Hamilton, Environmental Protection Agency, Air Planning and Development
Branch, 901 North 5th Street, Kansas City, Kansas 66101. Such
deliveries are only accepted during the Regional Office's normal hours
of operation. The Regional Office's official hours of business are
Monday through Friday, 8 a.m. to 4:30 p.m., excluding legal holidays.
    Please see the direct final rule which is located in the Rules
section of this Federal Register for detailed instructions on how to
submit comments.

FOR FURTHER INFORMATION CONTACT: Heather Hamilton at<PHONE_NUMBER>, or
by e-mail at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: In the final rules section of the Federal
Register, EPA is approving the state's submittal as a direct final rule
without prior proposal because the Agency views this as a
noncontroversial revision amendment and anticipates no relevant adverse
comments to this action. A detailed rationale for the approval is set
forth in the direct final rule. If no relevant adverse comments are
received in response to this action, no further activity is
contemplated in relation to this action. If EPA receives relevant
adverse comments, the direct final rule will be withdrawn and all
public comments received will be addressed in a subsequent final rule
based on this proposed action. EPA will not institute a second comment
period on this action. Any parties interested in commenting on this
action should do so at this time. Please note that if EPA receives
adverse comment on part of this rule and if that part can be severed

from the remainder of the rule, EPA may adopt as final those parts of
the rule that are not the subject of an adverse comment. For additional
information, see the direct final rule which is located in the rules
section of this Federal Register.

    Dated: March 13, 2006.
James B. Gulliford,
Regional Administrator, Region 7.
[FR Doc. 06-3035 Filed 3-29-06; 8:45 am]

BILLING CODE 6560-50-P


[Federal Register Volume 84, Number 21 (Thursday, January 31, 2019)]
[Notices]
[Pages 747-748]
[FR Doc No: 2019-00464]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2019-N-0070]

Microbiology Devices Panel Advisory Committee; Notice of Meeting

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

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SUMMARY: The Food and Drug Administration (FDA) is announcing a
forthcoming public advisory committee meeting of the Microbiology
Devices Panel. The general function of the committee is to provide
advice and recommendations to the Agency on FDA's regulatory issues.
The meeting will be open to the public.

DATES: The meeting will be held on March 8, 2019, from 8 a.m. to 5 p.m.

ADDRESSES: Hilton Washington, DC North/Gaithersburg, Salons A, B, C and
D, 620 Perry Pkwy., Gaithersburg, MD 20877. The hotel's phone number is
301-977-8900; additional information available online at: https://www3.hilton.com/en/hotels/maryland/hilton-washington-dc-north-gaithersburg-GAIGHHF/index.html. Answers to commonly asked questions
including information regarding special accommodations due to a
disability, visitor parking, and transportation may be accessed at:
https://www.fda.gov/AdvisoryCommittees/AboutAdvisoryCommittees/ucm408555.htm.

FOR FURTHER INFORMATION CONTACT: Aden Asefa, Center for Devices and
Radiological Health, Food and Drug Administration, 10903 New Hampshire
Ave., Bldg. 66, Rm. G642, Silver Spring, MD 20993-0002,
<EMAIL_ADDRESS>301-796-0400, or FDA Advisory Committee
Information Line, 1-800-741-8138<PHONE_NUMBER> in the Washington, DC
area). A notice in the Federal Register about last minute modifications
that impact a previously announced advisory committee meeting cannot
always be published quickly enough to provide timely notice. Therefore,
you should always check the Agency's website at https://www.fda.gov/AdvisoryCommittees/default.htm and scroll down to the appropriate
advisory committee meeting link, or call the advisory committee
information line to learn about possible modifications before coming to
the meeting.

SUPPLEMENTARY INFORMATION:
    Agenda: On March 8, 2019, the committee will discuss and make
recommendations regarding new or alternative approaches to the clinical
study design and evaluation of devices detecting Human Papillomavirus
(HPV) nucleic acid. These approaches will take into consideration
scientific data generated since the approval of the first High Risk
(HR) HPV screening device in 2003 as well as the effects of HPV
vaccination on clinical studies of devices for HPV detection. Topics to
be addressed at the meeting include clinical study design and
comparator methods. Additionally, the committee will discuss potential
changes to the HR HPV device indications for use considering
continually evolving cervical cancer screening guidelines. The
committee will provide expert feedback regarding the benefits and risks
from the adoption of changes in each of the above topics and make
recommendations for future HR HPV device evaluation strategies that are
both scientifically rigorous and least burdensome.
    FDA intends to make background material available to the public no
later than 2 business days before the meeting. If FDA is unable to post
the background material on its website prior to the meeting, the
background material will be made publicly available at the location of
the advisory committee meeting, and the background material will be
posted on FDA's website after the meeting. Background material is
available at https://www.fda.gov/

AdvisoryCommittees/Calendar/default.htm. Scroll down to the appropriate
advisory committee meeting link.
    Procedure: Interested persons may present data, information, or
views, orally or in writing, on issues pending before the committee.
Written submissions may be made to the contact person on or before
March 1, 2019. Oral presentations from the public will be scheduled on
March 8, 2019, between approximately 1 p.m. and 2 p.m. Those
individuals interested in making formal oral presentations should
notify the contact person and submit a brief statement of the general
nature of the evidence or arguments they wish to present, the names and
addresses of proposed participants, and an indication of the
approximate time requested to make their presentation on or before
February 21, 2019. Time allotted for each presentation may be limited.
If the number of registrants requesting to speak is greater than can be
reasonably accommodated during the scheduled open public hearing
session, FDA may conduct a lottery to determine the speakers for the
scheduled open public hearing session. The contact person will notify
interested persons regarding their request to speak by February 22,
2019.
    Persons attending FDA's advisory committee meetings are advised
that the Agency is not responsible for providing access to electrical
outlets.
    FDA welcomes the attendance of the public at its advisory committee
meetings and will make every effort to accommodate persons with
disabilities. If you require accommodations due to a disability, please
contact AnnMarie Williams at<EMAIL_ADDRESS>or 301-796-
5966 at least 7 days in advance of the meeting.
    FDA is committed to the orderly conduct of its advisory committee
meetings. Please visit our website at https://www.fda.gov/AdvisoryCommittees/AboutAdvisoryCommittees/ucm111462.htm for procedures
on public conduct during advisory committee meetings.
    Notice of this meeting is given under the Federal Advisory
Committee Act (5 U.S.C. app. 2).

    Dated: January 15, 2019.
Leslie Kux,
Associate Commissioner for Policy.
[FR Doc. 2019-00464 Filed 1-30-19; 8:45 am]
 BILLING CODE 4164-01-P


[Federal Register: October 23, 2006 (Volume 71, Number 204)]
[Notices]
[Page 62104-62105]
[DOCID:fr23oc06-43]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket Nos. ER06-143-000]

Pepperell Realty, LLC; Notice of Issuance of Order

October 16, 2006.
    Pepperell Realty, LLC (Pepperell Realty) filed an application for
market-based rate authority, with an accompanying tariff. The proposed
market-based rate tariff provides for the sale of energy, capacity and
ancillary services at market-based rates. Pepperell Realty also
requested waivers of various Commission regulations. In particular,
Pepperell Realty requested that the Commission grant blanket approval
under 18 CFR part 34 of all future issuances of securities and
assumptions of liability by Pepperell Realty.
    On December 13, 2005, pursuant to delegated authority, the
Director, Division of Tariffs and Market Development--South, granted
the requests for blanket approval under part 34. The Director's order
also stated that the Commission would publish a separate notice in the
Federal Register establishing a period of time for the filing of
protests. Accordingly, any person desiring to be heard or to protest
the blanket approvals of issuances of

securities or assumptions of liability by Pepperell Realty should file
a motion to intervene or protest with the Federal Energy Regulatory
Commission, 888 First Street, NE., Washington, DC 20426, in accordance
with Rules 211 and 214 of the Commission's Rules of Practice and
Procedure. 18 CFR 385.211, 385.214 (2004).
    Notice is hereby given that the deadline for filing motions to
intervene or protest is November 15, 2006.
    Absent a request to be heard in opposition by the deadline above,
Pepperell Realty is authorized to issue securities and assume
obligations or liabilities as a guarantor, indorser, surety, or
otherwise in respect of any security of another person; provided that
such issuance or assumption is for some lawful object within the
corporate purposes of Pepperell Realty, compatible with the public
interest, and is reasonably necessary or appropriate for such purposes.
    The Commission reserves the right to require a further showing that
neither public nor private interests will be adversely affected by
continued approvals of Pepperell Realty's issuance of securities or
assumptions of liability.
    Copies of the full text of the Director's Order are available from
the Commission's Public Reference Room, 888 First Street, NE.,
Washington, DC 20426. The Order may also be viewed on the Commission's
Web site at http://www.ferc.gov, using the eLibrary link. Enter the

docket number excluding the last three digits in the docket number
filed to access the document. Comments, protests, and interventions may
be filed electronically via the internet in lieu of paper. See, 18 CFR
385.2001(a)(1)(iii) and the instructions on the Commission's Web site
under the ``e-Filing'' link. The Commission strongly encourages
electronic filings.

Magalie R. Salas,
Secretary.
 [FR Doc. E6-17632 Filed 10-20-06; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 78, Number 25 (Wednesday, February 6, 2013)]
[Notices]
[Page 8682]
[FR Doc No: 2013-02752]

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SECURITIES AND EXCHANGE COMMISSION

[File No. 500-1]

Americas Energy Company--AECo; Order of Suspension of Trading

February 4, 2013.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Americas Energy Company-AECo (``Americas'') because Americas has not
filed any periodic reports since the period ended September 30, 2011.
Americas is a Nevada corporation based in Knoxville, Tennessee, and its
common stock is currently quoted on OTC Link, operated by OTC Markets
Group, Inc., under the symbol AENYQ.
    The Commission is of the opinion that the public interest and the
protection of investors require a suspension of trading in the
securities of Americas.
    Therefore, it is ordered, pursuant to Section 12(k) of the
Securities Exchange Act of 1934, that trading in the securities of
Americas is suspended for the period from 9:30 a.m. EST on February 4,
2013, through 11:59 p.m. EST on February 15, 2013.

    By the Commission.
Jill M. Peterson,
 Assistant Secretary.
[FR Doc. 2013-02752 Filed 2-4-13; 4:15 pm]
BILLING CODE 8011-01-P