80_FR_25070 80 FR 24986 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment Nos. 2 and 3 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3, To Reflect Changes to the Means of Achieving the Investment Objective Applicable to the Guggenheim Enhanced Short Duration ETF

80 FR 24986 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment Nos. 2 and 3 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3, To Reflect Changes to the Means of Achieving the Investment Objective Applicable to the Guggenheim Enhanced Short Duration ETF

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 84 (May 1, 2015)

Page Range24986-24989
FR Document2015-10160

Federal Register, Volume 80 Issue 84 (Friday, May 1, 2015) 
[Federal Register Volume 80, Number 84 (Friday, May 1, 2015)]
[Notices]
[Pages 24986-24989]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-10160]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74814; File No. SR-NYSEArca-2014-107]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Amendment Nos. 2 and 3 and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3, To 
Reflect Changes to the Means of Achieving the Investment Objective 
Applicable to the Guggenheim Enhanced Short Duration ETF

April 27, 2015.

I. Introduction

    On October 21, 2014, NYSE Arca, Inc. (``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 reflect certain 
changes to the description of the Guggenheim Enhanced Short Duration 
ETF (``Fund''), a series of Claymore Exchange-Traded Fund Trust 
(``Trust'').\3\ On October 29, 2014, the Exchange filed Amendment No. 1 
to the proposed rule change. The proposed rule change, as modified by 
Amendment No. 1 thereto, was published for comment in the Federal 
Register on November 7, 2014.\4\ The Commission received one comment on 
the proposal.\5\ On December 10, 2014, 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 disapprove the proposed rule change.\6\ On 
February 3, 2015, the Commission instituted proceedings to determine 
whether to approve or disapprove the proposed rule change.\7\ On March 
16, 2015, the Exchange filed Amendment No. 2 to the proposed rule 
change,\8\ and on March 24, 2015, the Exchange filed Amendment No. 3 to 
the

[[Page 24987]]

proposed rule change.\9\ The Commission is publishing this notice to 
solicit comments on Amendments Nos. 2 and 3 from interested persons, 
and is approving the proposed rule change, as modified by Amendment 
Nos. 1, 2, and 3, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The Commission previously approved the listing and trading 
of the shares (``Shares'') of the Fund. See Securities Exchange Act 
Release No. 64550 (May 26, 2011), 76 FR 32005 (Jun. 2, 2011) (SR-
NYSEArca-2011-11) (``Prior Order''). See also Securities Exchange 
Act Release No. 64224 (Apr. 7, 2011), 76 FR 20401 (Apr. 12, 2011) 
(SR-NYSEArca-2011-11) (``Prior Notice,'' and together with the Prior 
Order, collectively ``Prior Release''). The Exchange represents that 
the Shares are currently listed and trading on the Exchange under 
NYSE Arca Equities Rule 8.600, which governs the listing and trading 
of Managed Fund Shares.
    \4\ See Securities Exchange Act Release No. 73512 (Nov. 3, 
2014), 79 FR 66442 (``Notice''). In Amendment No. 1 to the proposed 
rule change, the Exchange clarified that asset-backed securities in 
which the Fund may invest include collateralized debt obligations, 
as described in the Prior Release.
    \5\ Comments on the proposed rule change, including Amendment 
Nos. 2 and 3, can be found on the Commission's Web site, available 
at http://www.sec.gov/comments/sr-nysearca-2014-107/nysearca2014107.shtml.
    \6\ See Securities Exchange Act Release No. 73810, 79 FR 74783 
(Dec. 16, 2014). The Commission determined that it was appropriate 
to designate a longer period within which to take action on the 
proposed rule change so that it has sufficient time to consider the 
proposed rule change. Accordingly, the Commission designated 
February 5, 2015 as the date by which it should approve, disapprove, 
or institute proceedings to determine whether to disapprove the 
proposed rule change.
    \7\ See Securities Exchange Act Release No. 74199, 80 FR 7050 
(Feb. 9, 2015) (``Order Instituting Proceedings''). In the Order 
Instituting Proceedings, the Commission noted, among other things, 
that questions remain as to whether the Exchange's proposal is 
consistent with the requirements of 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 and asked questions regarding the liquidity and 
transparency of the Fund's proposed holdings in asset-backed 
securities.
    \8\ In Amendment No. 2, the Exchange: (1) Modified the proposal 
to permit the Fund to invest up to 20% of its assets in MBS and ABS 
that are privately issued, non-agency, and non-government sponsored 
entity, collectively defined as ``Private MBS/ABS'' and (2) made 
conforming changes in the proposal to reflect the defined term 
``Private MBS/ABS.''
    \9\ In Amendment No. 3, the Exchange made additional conforming 
changes in the proposal to reflect the defined term ``Private MBS/
ABS,'' the preponderance of which will be investment grade.
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II. The Exchange's Description of the Proposal

    The Exchange proposes to reflect certain changes to the measures 
that Guggenheim Funds Investment Advisors, LLC (``Adviser'') may use to 
implement the Fund's investment objective, which is to seek maximum 
current income, consistent with preservation of capital and daily 
liquidity.\10\
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    \10\ According to the Prior Release, the Fund uses a low 
duration strategy to seek to outperform the 1-3 month Treasury Bill 
Index, in addition to providing returns in excess of those available 
in U.S. Treasury bills, government repurchase agreements, and money 
market funds, while providing preservation of capital and daily 
liquidity. The Prior Release also stated that the Fund would hold, 
under normal circumstances, a diversified portfolio of fixed income 
instruments of varying maturities, but that have an average duration 
of less than one year.
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    First, the Prior Release stated that the Fund may invest up to 10% 
of its assets in mortgage-backed securities (``MBS'') or in other 
asset-backed securities (``ABS'').\11\ The Exchange proposes to modify 
this limitation to permit the Fund to invest up to 20% of its assets in 
MBS and ABS that are privately-issued, non-agency, and non-government 
sponsored entity (``Private MBS/ABS''). The Exchange notes that the 
holdings in Private MBS/ABS would be subject to the respective 
limitations on the Fund's investments in illiquid assets and high yield 
securities, as described below. According to the Exchange, this change 
to the Fund's investment limitations would allow the Adviser to better 
achieve the Fund's investment objective to seek maximum current income, 
consistent with preservation of capital and daily liquidity. In 
addition, the Exchange represents that the Fund's increased investment 
in Private MBS/ABS will continue to adhere to the Fund's investment 
strategy of investing in short duration, fixed income securities. The 
Exchange further notes that, because the Fund may invest no more than 
10% of its net assets in high yield securities, the preponderance of 
the Fund's investments in Private MBS/ABS will be in investment grade 
instruments. Due to the quality of Private MBS/ABS in which the Fund 
will invest, the Exchange states that the Fund's additional investments 
in Private MBS/ABS should not expose the Fund to additional liquidity 
risk.
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    \11\ As stated in the Prior Release, this 10% limitation does 
not apply to securities issued or guaranteed by federal agencies or 
U.S. government sponsored instrumentalities, such as the Government 
National Mortgage Administration, the Federal Housing 
Administration, the Federal National Mortgage Association, and the 
Federal Home Loan Mortgage Corporation.
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    Second, the Prior Release stated that the Fund may invest up to an 
aggregate amount of 15% of its net assets in: (1) Illiquid securities; 
and (2) Rule 144A securities. The Exchange proposes to modify this 
limitation and permit the Fund to hold up to an aggregate amount of 15% 
of its net assets in illiquid assets (calculated at the time of 
investment),\12\ including Rule 144A securities deemed illiquid by the 
Adviser, consistent with Commission guidance. According to the 
Exchange, the Adviser and the Trust's Board of Trustees will continue 
to evaluate each Rule 144A security based on the Fund's valuation 
procedures to oversee liquidity and valuation concerns. With respect to 
investment in illiquid assets, if changes in the values of the Fund's 
assets cause the Fund's holdings of illiquid assets to exceed the 15% 
limitation (as if liquid assets have become illiquid), the Fund will 
take such actions as it deems appropriate and practicable to attempt to 
reduce its holdings of illiquid assets.
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    \12\ In reaching liquidity decisions, the Adviser may consider 
the following factors: The frequency of trades and quotes for the 
security; the number of dealers wishing to purchase or sell the 
security and the number of other potential purchasers; dealer 
undertakings to make a market in the security; and the nature of the 
security and the nature of the marketplace trades (e.g., the time 
needed to dispose of the security, the method of soliciting offers, 
and the mechanics of transfer).
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    Third, the Prior Release stated that the Fund primarily will invest 
in U.S. dollar-denominated, investment grade debt securities rated Baa 
or higher by Moody's Investors Service, Inc. (``Moody's''), or 
equivalently rated by Standard & Poor's Rating Group (``S&P'') or Fitch 
Investor Services (``Fitch''), or, if unrated, determined by the 
Adviser to be of comparable quality. The Exchange proposes to modify 
this representation, as described above, to a representation that the 
Fund primarily will invest in U.S. dollar-denominated, investment grade 
debt securities rated Baa3 or higher by Moody's,\13\ or equivalently 
rated by S&P, Fitch, or by any other nationally recognized statistical 
rating organizations, or, if unrated, determined by the Adviser to be 
of comparable quality.
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    \13\ According to the Exchange, ``Baa3'' is the lowest tier 
within the ``Baa'' rating.
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    Fourth, the Prior Release stated that the Fund will invest at least 
80% of its net assets in fixed income securities. The Fund proposes to 
modify this statement to permit the Fund to invest at least 80% of its 
net assets in fixed income securities and in exchange-traded funds 
(``ETFs'') and closed-end funds that invest substantially all of their 
assets in fixed income securities.\14\ The Exchange represents that the 
shares of these ETFs and closed-end funds will be listed on a U.S. 
national securities exchange.
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    \14\ According to the Exchange, ETFs include Investment Company 
Units (as described in NYSE Arca Equities Rule 5.2(j)(3)); Portfolio 
Depositary Receipts (as described in NYSE Arca Equities Rule 8.100); 
and Managed Fund Shares (as described in NYSE Arca Equities Rule 
8.600). The Fund will invest in the securities of ETFs registered 
under the Investment Company Act of 1940 (``1940 Act'') consistent 
with the requirements of Section 12(d)(1) of the 1940 Act, or any 
rule, regulation or order of the Commission or interpretation 
thereof.
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    The Exchange represents that there is no change to the Fund's 
investment objective, and that the Fund will continue to comply with 
all initial and continued listing requirements under NYSE Arca Equities 
Rule 8.600. In addition, the Exchange represents that, except for the 
changes noted above, all other facts presented and representations made 
in the Prior Release remain unchanged.\15\
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    \15\ The Prior Release also stated that the Fund is considered 
non-diversified under the 1940 Act and can invest a greater portion 
of assets in securities of individual issuers than a diversified 
fund. According to the Exchange, Trust changed this representation 
in an amendment to the Trust's registration statement to state that 
the Fund is considered a diversified fund. To reflect this change in 
the registration statement, the Exchange's current proposed rule 
change states that the Fund is considered a diversified fund.
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    Additional information regarding the Trust, Fund, and the Shares, 
including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings disclosure policies, trading 
halts, dissemination and availability of information, distributions, 
and taxes can be found in the Prior Release, Notice, as modified by 
Amendment Nos. 1, 2, and 3, and the registration statement, as 
applicable.\16\
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    \16\ See supra notes 3 and 4; see also Notice, supra note 4, at 
66443 n.6 (referring to the registration statement on Form N-1A 
relating to the Fund (File Nos. 333-134551 and 811-21906)).
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III. Discussion and Commission's Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of Section 6 of the Act \17\ 
and the rules and

[[Page 24988]]

regulations thereunder applicable to a national securities 
exchange.\18\ In particular, the Commission finds that the proposal is 
consistent with Section 6(b)(5) of the Act,\19\ 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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    \17\ 15 U.S.C. 78f.
    \18\ 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).
    \19\ 15 U.S.C. 78f(b)(5).
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    The Commission believes that the changes proposed by the Exchange 
with respect to the Fund are consistent with the listing standards 
applicable to other existing ETFs. Specifically, the Commission notes 
that, with respect to proposals to list and trade other Managed Fund 
Shares on the Exchange, it has previously approved similar limitations 
on MBS and ABS holdings and on illiquid assets.\20\ The Commission also 
notes that it has previously approved the listing and trading of other 
series of Managed Fund Shares based on portfolios comprising fixed 
income securities of any credit rating, including investment grade 
securities rated Baa3 or higher,\21\ and shares of other ETFs and 
exchange-traded closed-end funds.\22\
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    \20\ See, e.g., Securities Exchange Act Release Nos. 74109 (Jan. 
21, 2015), 80 FR 4327 (Jan. 27, 2015) (SR-NYSEArca-2014-134) 
(providing for similar limitations on MBS and ABS with respect to 
the IQ Wilshire Alternative Strategies ETF); and 70282 (Aug. 29, 
2013), 78 FR 54700 (Sept. 5, 2013) (providing for similar 
limitations on illiquid assets with respect to the First Trust 
Inflation Managed Fund).
    \21\ See, e.g., Securities Exchange Act Release Nos. 74093 (Jan. 
20, 2015), 80 FR 4015 (Jan. 26, 2015) (SR-NYSEArca-2014-126) 
(approving the listing and trading of shares of the AdvisorShares 
Pacific Asset Enhanced Floating Rate ETF based on a portfolio of 
non-investment grade fixed income securities defined as being rated 
below ``Baa3,'' among other investments); and 71617 (Feb. 26, 2014), 
79 FR 12257 (Mar. 4, 2014) (SR-NYSEArca-2013-135) (approving the 
listing and trading of shares of the db-X Ultra-Short Duration Fund 
based on a portfolio of investment grade fixed income securities 
defined as being rated ``Baa3'' or higher, among other investments).
    \22\ See, e.g., Securities Exchange Act Release No. 67277 (Jun. 
27, 2012), 80 FR 4327 (July 3, 2012) (SR-NYSEArca-2012-39) 
(approving the listing and trading of shares of the Global Alpha & 
Beta ETF based on a portfolio of other exchange-traded products that 
include other ETFs and closed-end funds, among other investments).
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    In support of its proposal, the Exchange has made the following 
representations:
    (1) The Fund and the Shares are currently in compliance with the 
listing standards and other rules of the Exchange and the requirements 
set forth in the Prior Release.
    (2) The Fund will continue to comply with all initial and continued 
listing requirements under NYSE Arca Equities Rule 8.600, which sets 
forth the initial and continued listing criteria applicable to Managed 
Fund Shares.
    (3) There is no change to the Fund's investment objective.
    (4) Except for the changes noted above, all other facts presented 
and representations made in the Prior Release remain unchanged.
    This approval order is based on all of the Exchange's 
representations, including those set forth above; in the Notice, as 
modified by Amendment No. 1 thereto; in Amendment Nos. 2 and 3 to the 
proposed rule change; and in the Prior Release.
    For the foregoing reasons, the Commission finds that the proposed 
rule change, as modified by Amendment Nos. 1, 2, and 3, is consistent 
with Section 6(b)(5) of the Act \23\ and the rules and regulations 
thereunder applicable to a national securities exchange.
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    \23\ 17 CFR 240.10A-3.
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IV. Solicitation of Comments on Amendment Nos. 2 and 3 to the Proposed 
Rule Change

    Interested persons are invited to submit written data, views, and 
arguments concerning whether Amendment Nos. 2 and 3 to the proposed 
rule change are consistent with the Act. Comments may be submitted by 
any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2014-107 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2014-107. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2014-107 and should 
be submitted on or before May 22, 2015.

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment Nos. 1, 2, and 3

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment Nos. 1, 2, and 3, prior to the 
thirtieth day after the date of publication of notice of the amendments 
in the Federal Register. Amendment Nos. 2 and 3 modify the proposed 
rule change by permitting the Fund to invest up to 20% of its assets in 
Private MBS/ABS. The Commission believes that the proposed rule change 
is consistent with the permitted allocation of such MBS and ABS 
holdings with respect to other issues of Managed Fund Shares previously 
approved by the Commission for Exchange listing and trading.\24\ 
Accordingly, the Commission finds good cause, pursuant to Section 
19(b)(2) of the Act,\25\ to approve the proposed rule change, as 
modified by Amendment Nos. 1, 2, and 3, on an accelerated basis.
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    \24\ See supra note 20 and accompanying text.
    \25\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\26\ that the proposed rule change (SR-NYSEArca-2014-107), as 
modified by Amendment Nos. 1, 2, and 3, be, and it hereby is, approved 
on an accelerated basis.
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    \26\ 15 U.S.C. 78s(b)(2).


[[Page 24989]]


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    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-10160 Filed 4-30-15; 8:45 am]
 BILLING CODE 8011-01-P

24986 Federal Register / Vol. 80, No. 84 / Friday, May 1, 2015 / Notices to measure the implied volatility, or the ODD, as amended or supplemented, (‘‘Trust’’).3 On October 29, 2014, the realized variance or volatility, of must be filed with the Commission not Exchange filed Amendment No. 1 to the specified stock indexes or specified later than the date the amendment or proposed rule change. The proposed securities. In January 2014, the supplement, or the amended ODD, is rule change, as modified by Amendment Commission approved a proposed rule furnished to customers. The No. 1 thereto, was published for change by the ISE to list options on the Commission has reviewed the April comment in the Federal Register on Nations VolDex Index.6 The April 2015 2015 Supplement, and the amendments November 7, 2014.4 The Commission Supplement amends disclosures in the to the ODD contained therein, and finds received one comment on the proposal.5 ODD regarding implied volatility index that, having due regard to the adequacy On December 10, 2014, the Commission options to accommodate the listing of of the information disclosed and the designated a longer period within which options on the Nations VolDex Index public interest and protection of to approve the proposed rule change, and similarly structured implied investors, the supplement may be disapprove the proposed rule change, or volatility indexes.7 Specifically, the furnished to customers as of the date of institute proceedings to determine April 2015 Supplement amends the this order. whether to disapprove the proposed discussion of implied volatility index It is therefore ordered, pursuant to rule change.6 On February 3, 2015, the options by including disclosure Rule 9b–1 under the Act,11 that Commission instituted proceedings to regarding exercise settlement value definitive copies of the April 2015 determine whether to approve or calculations that use the mid-point of Supplement to the ODD (SR–ODD– disapprove the proposed rule change.7 the bid and offer of the index 2015–01), reflecting the inclusion of On March 16, 2015, the Exchange filed components and the risks of the disclosure regarding foreign currency Amendment No. 2 to the proposed rule different calculation methodologies. The index options and changes to disclosure change,8 and on March 24, 2015, the supplement also provides disclosure regarding implied volatility index Exchange filed Amendment No. 3 to the regarding the types of options that can options, may be furnished to customers 3 The Commission previously approved the be used to calculate implied volatility as of the date of this order. listing and trading of the shares (‘‘Shares’’) of the indexes (i.e., out-of-the-money option For the Commission, by the Division of Fund. See Securities Exchange Act Release No. series and hypothetical at-the-money Trading and Markets, pursuant to delegated 64550 (May 26, 2011), 76 FR 32005 (Jun. 2, 2011) option series; options with certain authority.12 (SR–NYSEArca–2011–11) (‘‘Prior Order’’). See also Securities Exchange Act Release No. 64224 (Apr. 7, expiration months or weeks; number of Brent J. Fields, 2011), 76 FR 20401 (Apr. 12, 2011) (SR–NYSEArca– days the options have until expiration). Secretary. 2011–11) (‘‘Prior Notice,’’ and together with the The April 2015 Supplement is Prior Order, collectively ‘‘Prior Release’’). The [FR Doc. 2015–10136 Filed 4–30–15; 8:45 am] Exchange represents that the Shares are currently intended to be read in conjunction with BILLING CODE 8011–01–P listed and trading on the Exchange under NYSE the more general ODD, which discusses Arca Equities Rule 8.600, which governs the listing the characteristics and risks of options and trading of Managed Fund Shares. generally.8 SECURITIES AND EXCHANGE 4 See Securities Exchange Act Release No. 73512 Rule 9b–1(b)(2)(i) under the Act 9 (Nov. 3, 2014), 79 FR 66442 (‘‘Notice’’). In COMMISSION Amendment No. 1 to the proposed rule change, the provides that an options market must Exchange clarified that asset-backed securities in file five copies of an amendment or [Release No. 34–74814; File No. SR– which the Fund may invest include collateralized supplement to the ODD with the NYSEArca–2014–107] debt obligations, as described in the Prior Release. Commission at least 30 days prior to the 5 Comments on the proposed rule change, date definitive copies are furnished to including Amendment Nos. 2 and 3, can be found Self-Regulatory Organizations; NYSE on the Commission’s Web site, available at customers, unless the Commission Arca, Inc.; Notice of Filing of http://www.sec.gov/comments/sr-nysearca-2014- determines otherwise, having due Amendment Nos. 2 and 3 and Order 107/nysearca2014107.shtml. regard to the adequacy of the Granting Accelerated Approval of a 6 See Securities Exchange Act Release No. 73810, information disclosed and the public 79 FR 74783 (Dec. 16, 2014). The Commission Proposed Rule Change, as Modified by determined that it was appropriate to designate a interest and protection of investors.10 In Amendment Nos. 1, 2, and 3, To longer period within which to take action on the addition, five copies of the definitive Reflect Changes to the Means of proposed rule change so that it has sufficient time Achieving the Investment Objective to consider the proposed rule change. Accordingly, the Commission designated February 5, 2015 as the 6 See Securities Exchange Act Release No. 71365 Applicable to the Guggenheim date by which it should approve, disapprove, or (January 22, 2014), 79 FR 4512 (January 28, 2014) Enhanced Short Duration ETF institute proceedings to determine whether to (SR–ISE–2013–42). 7 The exercise settlement value for the Nations disapprove the proposed rule change. April 27, 2015. 7 See Securities Exchange Act Release No. 74199, VolDex Index is calculated using the mid-point of 80 FR 7050 (Feb. 9, 2015) (‘‘Order Instituting the NBBO for the component options of the index, I. Introduction Proceedings’’). In the Order Instituting Proceedings, whereas most other index settlement values are On October 21, 2014, NYSE Arca, Inc. the Commission noted, among other things, that calculated using transaction prices of the index questions remain as to whether the Exchange’s components. (‘‘Exchange’’) filed with the Securities proposal is consistent with the requirements of 8 The Commission notes that the options markets and Exchange Commission Section (6)(b)(5) of the Act, which requires, among must continue to ensure that the ODD is in other things, that the rules of a national securities compliance with the requirements of Rule 9b– (‘‘Commission’’), pursuant to Section exchange be designed to prevent fraudulent and 1(b)(2)(i) under the Act, 17 CFR 240.9b–1(b)(2)(i), 19(b)(1) of the Securities Exchange Act manipulative acts and practices, to promote just including when changes regarding foreign currency of 1934 (‘‘Act’’) 1 and Rule 19b–4 and equitable principles of trade, and to protect index options and implied volatility index options thereunder,2 a proposed rule change to investors and the public interest and asked are made in the future. Any future changes to the questions regarding the liquidity and transparency rules of the options markets concerning foreign reflect certain changes to the description of the Fund’s proposed holdings in asset-backed mstockstill on DSK4VPTVN1PROD with NOTICES currency index options and implied volatility index of the Guggenheim Enhanced Short securities. options would need to be submitted to the Duration ETF (‘‘Fund’’), a series of 8 In Amendment No. 2, the Exchange: (1) Commission under Section 19(b) of the Act. 15 Claymore Exchange-Traded Fund Trust Modified the proposal to permit the Fund to invest U.S.C. 78s(b). up to 20% of its assets in MBS and ABS that are 9 17 CFR 240.9b–1(b)(2)(i). 11 17 privately issued, non-agency, and non-government 10 This provision permits the Commission to CFR 240.9b–1. sponsored entity, collectively defined as ‘‘Private 12 17 CFR 200.30–3(a)(39). shorten or lengthen the period of time which must MBS/ABS’’ and (2) made conforming changes in the 1 15 U.S.C. 78s(b)(1). elapse before definitive copies may be furnished to proposal to reflect the defined term ‘‘Private MBS/ customers. 2 17 CFR 240.19b–4. ABS.’’ VerDate Sep<11>2014 18:14 Apr 30, 2015 Jkt 235001 PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 E:\FR\FM\01MYN1.SGM 01MYN1

Federal Register / Vol. 80, No. 84 / Friday, May 1, 2015 / Notices 24987 proposed rule change.9 The Commission Fund may invest no more than 10% of by the Adviser to be of comparable is publishing this notice to solicit its net assets in high yield securities, the quality. comments on Amendments Nos. 2 and preponderance of the Fund’s Fourth, the Prior Release stated that 3 from interested persons, and is investments in Private MBS/ABS will be the Fund will invest at least 80% of its approving the proposed rule change, as in investment grade instruments. Due to net assets in fixed income securities. modified by Amendment Nos. 1, 2, and the quality of Private MBS/ABS in The Fund proposes to modify this 3, on an accelerated basis. which the Fund will invest, the statement to permit the Fund to invest II. The Exchange’s Description of the Exchange states that the Fund’s at least 80% of its net assets in fixed Proposal additional investments in Private MBS/ income securities and in exchange- ABS should not expose the Fund to traded funds (‘‘ETFs’’) and closed-end The Exchange proposes to reflect additional liquidity risk. funds that invest substantially all of certain changes to the measures that their assets in fixed income securities.14 Guggenheim Funds Investment Second, the Prior Release stated that the Fund may invest up to an aggregate The Exchange represents that the shares Advisors, LLC (‘‘Adviser’’) may use to of these ETFs and closed-end funds will implement the Fund’s investment amount of 15% of its net assets in: (1) Illiquid securities; and (2) Rule 144A be listed on a U.S. national securities objective, which is to seek maximum exchange. current income, consistent with securities. The Exchange proposes to modify this limitation and permit the The Exchange represents that there is preservation of capital and daily no change to the Fund’s investment liquidity.10 Fund to hold up to an aggregate amount objective, and that the Fund will First, the Prior Release stated that the of 15% of its net assets in illiquid assets continue to comply with all initial and Fund may invest up to 10% of its assets (calculated at the time of investment),12 continued listing requirements under in mortgage-backed securities (‘‘MBS’’) including Rule 144A securities deemed NYSE Arca Equities Rule 8.600. In or in other asset-backed securities illiquid by the Adviser, consistent with addition, the Exchange represents that, (‘‘ABS’’).11 The Exchange proposes to Commission guidance. According to the except for the changes noted above, all modify this limitation to permit the Exchange, the Adviser and the Trust’s other facts presented and Fund to invest up to 20% of its assets Board of Trustees will continue to representations made in the Prior in MBS and ABS that are privately- evaluate each Rule 144A security based Release remain unchanged.15 issued, non-agency, and non- on the Fund’s valuation procedures to Additional information regarding the government sponsored entity (‘‘Private oversee liquidity and valuation Trust, Fund, and the Shares, including MBS/ABS’’). The Exchange notes that concerns. With respect to investment in investment strategies, risks, creation and the holdings in Private MBS/ABS would illiquid assets, if changes in the values redemption procedures, fees, portfolio be subject to the respective limitations of the Fund’s assets cause the Fund’s holdings disclosure policies, trading on the Fund’s investments in illiquid holdings of illiquid assets to exceed the halts, dissemination and availability of assets and high yield securities, as 15% limitation (as if liquid assets have information, distributions, and taxes can described below. According to the become illiquid), the Fund will take be found in the Prior Release, Notice, as Exchange, this change to the Fund’s such actions as it deems appropriate modified by Amendment Nos. 1, 2, and investment limitations would allow the and practicable to attempt to reduce its 3, and the registration statement, as Adviser to better achieve the Fund’s holdings of illiquid assets. applicable.16 investment objective to seek maximum Third, the Prior Release stated that the current income, consistent with Fund primarily will invest in U.S. III. Discussion and Commission’s preservation of capital and daily Findings dollar-denominated, investment grade liquidity. In addition, the Exchange debt securities rated Baa or higher by After careful review, the Commission represents that the Fund’s increased Moody’s Investors Service, Inc. finds that the proposed rule change is investment in Private MBS/ABS will (‘‘Moody’s’’), or equivalently rated by consistent with the requirements of continue to adhere to the Fund’s Standard & Poor’s Rating Group (‘‘S&P’’) Section 6 of the Act 17 and the rules and investment strategy of investing in short or Fitch Investor Services (‘‘Fitch’’), or, duration, fixed income securities. The if unrated, determined by the Adviser to 14 According to the Exchange, ETFs include Exchange further notes that, because the Investment Company Units (as described in NYSE be of comparable quality. The Exchange Arca Equities Rule 5.2(j)(3)); Portfolio Depositary 9 In Amendment No. 3, the Exchange made proposes to modify this representation, Receipts (as described in NYSE Arca Equities Rule additional conforming changes in the proposal to as described above, to a representation 8.100); and Managed Fund Shares (as described in reflect the defined term ‘‘Private MBS/ABS,’’ the that the Fund primarily will invest in NYSE Arca Equities Rule 8.600). The Fund will preponderance of which will be investment grade. U.S. dollar-denominated, investment invest in the securities of ETFs registered under the 10 According to the Prior Release, the Fund uses Investment Company Act of 1940 (‘‘1940 Act’’) grade debt securities rated Baa3 or consistent with the requirements of Section 12(d)(1) a low duration strategy to seek to outperform the 1–3 month Treasury Bill Index, in addition to higher by Moody’s,13 or equivalently of the 1940 Act, or any rule, regulation or order of providing returns in excess of those available in rated by S&P, Fitch, or by any other the Commission or interpretation thereof. 15 The Prior Release also stated that the Fund is U.S. Treasury bills, government repurchase nationally recognized statistical rating agreements, and money market funds, while considered non-diversified under the 1940 Act and organizations, or, if unrated, determined can invest a greater portion of assets in securities providing preservation of capital and daily liquidity. The Prior Release also stated that the of individual issuers than a diversified fund. Fund would hold, under normal circumstances, a 12 In reaching liquidity decisions, the Adviser According to the Exchange, Trust changed this diversified portfolio of fixed income instruments of may consider the following factors: The frequency representation in an amendment to the Trust’s varying maturities, but that have an average of trades and quotes for the security; the number of registration statement to state that the Fund is mstockstill on DSK4VPTVN1PROD with NOTICES duration of less than one year. dealers wishing to purchase or sell the security and considered a diversified fund. To reflect this change 11 As stated in the Prior Release, this 10% the number of other potential purchasers; dealer in the registration statement, the Exchange’s current limitation does not apply to securities issued or undertakings to make a market in the security; and proposed rule change states that the Fund is guaranteed by federal agencies or U.S. government the nature of the security and the nature of the considered a diversified fund. sponsored instrumentalities, such as the marketplace trades (e.g., the time needed to dispose 16 See supra notes 3 and 4; see also Notice, supra Government National Mortgage Administration, the of the security, the method of soliciting offers, and note 4, at 66443 n.6 (referring to the registration Federal Housing Administration, the Federal the mechanics of transfer). statement on Form N–1A relating to the Fund (File National Mortgage Association, and the Federal 13 According to the Exchange, ‘‘Baa3’’ is the Nos. 333–134551 and 811–21906)). Home Loan Mortgage Corporation. lowest tier within the ‘‘Baa’’ rating. 17 15 U.S.C. 78f. VerDate Sep<11>2014 18:14 Apr 30, 2015 Jkt 235001 PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 E:\FR\FM\01MYN1.SGM 01MYN1

24988 Federal Register / Vol. 80, No. 84 / Friday, May 1, 2015 / Notices regulations thereunder applicable to a Exchange and the requirements set forth amendments, all written statements national securities exchange.18 In in the Prior Release. with respect to the proposed rule particular, the Commission finds that (2) The Fund will continue to comply change that are filed with the the proposal is consistent with Section with all initial and continued listing Commission, and all written 6(b)(5) of the Act,19 which requires, requirements under NYSE Arca Equities communications relating to the among other things, that the Exchange’s Rule 8.600, which sets forth the initial proposed rule change between the rules be designed to promote just and and continued listing criteria applicable Commission and any person, other than equitable principles of trade, to remove to Managed Fund Shares. those that may be withheld from the impediments to and perfect the (3) There is no change to the Fund’s public in accordance with the mechanism of a free and open market investment objective. provisions of 5 U.S.C. 552, will be and a national market system, and, in (4) Except for the changes noted above, all other facts presented and available for Web site viewing and general, to protect investors and the representations made in the Prior printing in the Commission’s Public public interest. The Commission believes that the Release remain unchanged. Reference Room, 100 F Street NE., changes proposed by the Exchange with This approval order is based on all of Washington, DC 20549, on official respect to the Fund are consistent with the Exchange’s representations, business days between the hours of the listing standards applicable to other including those set forth above; in the 10:00 a.m. and 3:00 p.m. Copies of the existing ETFs. Specifically, the Notice, as modified by Amendment No. filing also will be available for Commission notes that, with respect to 1 thereto; in Amendment Nos. 2 and 3 inspection and copying at the principal proposals to list and trade other to the proposed rule change; and in the office of the Exchange. All comments Managed Fund Shares on the Exchange, Prior Release. received will be posted without change; it has previously approved similar For the foregoing reasons, the the Commission does not edit personal limitations on MBS and ABS holdings Commission finds that the proposed identifying information from and on illiquid assets.20 The rule change, as modified by Amendment submissions. You should submit only Commission also notes that it has Nos. 1, 2, and 3, is consistent with information that you wish to make previously approved the listing and Section 6(b)(5) of the Act 23 and the available publicly. All submissions trading of other series of Managed Fund rules and regulations thereunder should refer to File Number SR– Shares based on portfolios comprising applicable to a national securities NYSEArca–2014–107 and should be fixed income securities of any credit exchange. submitted on or before May 22, 2015. rating, including investment grade IV. Solicitation of Comments on securities rated Baa3 or higher,21 and V. Accelerated Approval of Proposed Amendment Nos. 2 and 3 to the Rule Change, as Modified by shares of other ETFs and exchange- Proposed Rule Change traded closed-end funds.22 Amendment Nos. 1, 2, and 3 In support of its proposal, the Interested persons are invited to submit written data, views, and The Commission finds good cause to Exchange has made the following arguments concerning whether approve the proposed rule change, as representations: (1) The Fund and the Shares are Amendment Nos. 2 and 3 to the modified by Amendment Nos. 1, 2, and currently in compliance with the listing proposed rule change are consistent 3, prior to the thirtieth day after the date standards and other rules of the with the Act. Comments may be of publication of notice of the submitted by any of the following amendments in the Federal Register. 18 In approving this proposed rule change, the methods: Amendment Nos. 2 and 3 modify the Commission has considered the proposed rule’s proposed rule change by permitting the impact on efficiency, competition, and capital Electronic Comments Fund to invest up to 20% of its assets formation. See 15 U.S.C. 78c(f). 19 15 U.S.C. 78f(b)(5). • Use the Commission’s Internet in Private MBS/ABS. The Commission 20 See, e.g., Securities Exchange Act Release Nos. comment form (http://www.sec.gov/ believes that the proposed rule change 74109 (Jan. 21, 2015), 80 FR 4327 (Jan. 27, 2015) rules/sro.shtml); or is consistent with the permitted (SR–NYSEArca–2014–134) (providing for similar • Send an email to rule-comments@ allocation of such MBS and ABS limitations on MBS and ABS with respect to the IQ sec.gov. Please include File Number SR– holdings with respect to other issues of Wilshire Alternative Strategies ETF); and 70282 NYSEArca–2014–107 on the subject (Aug. 29, 2013), 78 FR 54700 (Sept. 5, 2013) Managed Fund Shares previously (providing for similar limitations on illiquid assets line. approved by the Commission for with respect to the First Trust Inflation Managed Exchange listing and trading.24 Fund). Paper Comments 21 See, e.g., Securities Exchange Act Release Nos. • Send paper comments in triplicate Accordingly, the Commission finds 74093 (Jan. 20, 2015), 80 FR 4015 (Jan. 26, 2015) to Secretary, Securities and Exchange good cause, pursuant to Section 19(b)(2) (SR–NYSEArca–2014–126) (approving the listing Commission, 100 F Street NE., of the Act,25 to approve the proposed and trading of shares of the AdvisorShares Pacific rule change, as modified by Amendment Asset Enhanced Floating Rate ETF based on a Washington, DC 20549–1090. portfolio of non-investment grade fixed income All submissions should refer to File Nos. 1, 2, and 3, on an accelerated basis. securities defined as being rated below ‘‘Baa3,’’ among other investments); and 71617 (Feb. 26, Number SR–NYSEArca–2014–107. This VI. Conclusion 2014), 79 FR 12257 (Mar. 4, 2014) (SR–NYSEArca– file number should be included on the 2013–135) (approving the listing and trading of subject line if email is used. To help the It is therefore ordered, pursuant to shares of the db-X Ultra-Short Duration Fund based Commission process and review your Section 19(b)(2) of the Act,26 that the on a portfolio of investment grade fixed income mstockstill on DSK4VPTVN1PROD with NOTICES comments more efficiently, please use proposed rule change (SR–NYSEArca– securities defined as being rated ‘‘Baa3’’ or higher, among other investments). only one method. The Commission will 2014–107), as modified by Amendment 22 See, e.g., Securities Exchange Act Release No. post all comments on the Commission’s Nos. 1, 2, and 3, be, and it hereby is, 67277 (Jun. 27, 2012), 80 FR 4327 (July 3, 2012) Internet Web site (http://www.sec.gov/ approved on an accelerated basis. (SR–NYSEArca–2012–39) (approving the listing and rules/sro.shtml). Copies of the trading of shares of the Global Alpha & Beta ETF based on a portfolio of other exchange-traded submission, all subsequent 24 See supra note 20 and accompanying text. 25 15 U.S.C. 78s(b)(2). products that include other ETFs and closed-end funds, among other investments). 23 17 CFR 240.10A–3. 26 15 U.S.C. 78s(b)(2). VerDate Sep<11>2014 18:14 Apr 30, 2015 Jkt 235001 PO 00000 Frm 00097 Fmt 4703 Sfmt 4703 E:\FR\FM\01MYN1.SGM 01MYN1

Federal Register / Vol. 80, No. 84 / Friday, May 1, 2015 / Notices 24989 For the Commission, by the Division of HEARING OR NOTIFICATION OF HEARING: 3. Each Trust will enter into a Trading and Markets, pursuant to delegated An order granting the requested relief distribution agreement with the authority.27 will be issued unless the Commission Distributor. The distributor for the Brent J. Fields, orders a hearing. Interested persons may Initial Funds (defined below) will be Secretary. request a hearing by writing to the SEI Investments Distribution Co. The [FR Doc. 2015–10160 Filed 4–30–15; 8:45 am] Commission’s Secretary and serving Distributor is a broker-dealer (‘‘Broker’’) BILLING CODE 8011–01–P applicants with a copy of the request, registered under the Securities personally or by mail. Hearing requests Exchange Act of 1934 (the ‘‘Exchange should be received by the Commission Act’’) and will act as distributor and SECURITIES AND EXCHANGE by 5:30 p.m. on May 22, 2015, and principal underwriter of one or more of COMMISSION should be accompanied by proof of the Funds. The distributor of any Fund service on applicants, in the form of an may be an affiliated person, as defined [Investment Company Act Release No. 31579; File No. 812–14443] affidavit, or for lawyers, a certificate of in section 2(a)(3) of the Act (‘‘Affiliated service. Pursuant to Rule 0–5 under the Person’’), or an affiliated person of an Highland Funds I, et al.; Notice of Act, hearing requests should state the Affiliated Person (‘‘Second-Tier Application nature of the writer’s interest, any facts Affiliate’’), of that Fund’s Adviser bearing upon the desirability of a and/or Sub-Advisers. No distributor will April 27, 2015. hearing on the matter, the reason for the be affiliated with any Exchange (defined AGENCY: Securities and Exchange request, and the issues contested. below). Commission (‘‘Commission’’). Persons who wish to be notified of a 4. Applicants request that the order ACTION: Notice of an application for an hearing may request notification by apply to the initial series of the Trust order under section 6(c) of the writing to the Commission’s Secretary. described in the application that will Investment Company Act of 1940 (the ADDRESSES: The Commission: Secretary, rely on the requested order (‘‘Initial ‘‘Act’’) for an exemption from sections U.S. Securities and Exchange Funds’’), as well as any additional series 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Commission, 100 F Street NE., of the Trust and other open-end Act and rule 22c–1 under the Act, under Washington, DC 20549–1090; management investment companies, or sections 6(c) and 17(b) of the Act for an Applicants: The Trust and the Initial series thereof, that may be created in the exemption from sections 17(a)(1) and Adviser, 200 Crescent Court, Suite 700, future (‘‘Future Funds’’), each of which 17(a)(2) of the Act, and under section Dallas, TX 75201; the Distributor, One will operate as an exchanged-traded 12(d)(1)(J) for an exemption from Freedom Valley Drive, Oaks, PA 19456. fund (‘‘ETF’’) and will track a specified sections 12(d)(1)(A) and 12(d)(1)(B) of index that includes both long and short FOR FURTHER INFORMATION CONTACT: the Act. positions or uses a 130/30 investment Mark N. Zaruba, Senior Counsel at (202) strategy and is comprised of domestic or 551–6878, or David P. Bartels, Branch SUMMARY OF APPLICATION: Applicants foreign equity and/or fixed income Chief, at (202) 551–6821 (Division of request an order that would permit (a) securities (each, an ‘‘Underlying Investment Management, Chief series of certain open-end management Index’’).1 Any Future Fund will (a) be Counsel’s Office). investment companies to issue shares advised by the Initial Advisers or an SUPPLEMENTARY INFORMATION: The (‘‘Shares’’) redeemable in large entity controlling, controlled by, or aggregations only (‘‘Creation Units’’); (b) following is a summary of the under common control with the Initial secondary market transactions in Shares application. The complete application Advisers (each, an ‘‘Adviser’’) and (b) to occur at negotiated market prices may be obtained via the Commission’s comply with the terms and conditions rather than at net asset value (‘‘NAV’’); Web site by searching for the file of the application. The Initial Funds and (c) certain series to pay redemption number, or for an applicant using the Future Funds, together, are the proceeds, under certain circumstances, Company name box, at http:// ‘‘Funds.’’ 2 more than seven days after the tender of www.sec.gov/search/search.htm or by 5. Applicants state that a Fund may Shares for redemption; (d) certain calling (202) 551–8090. operate as a feeder fund in a master- affiliated persons of the series to deposit Applicants’ Representations feeder structure (‘‘Feeder Fund’’). securities into, and receive securities Applicants request that the order permit 1. The Trust is organized as a from, the series in connection with the a Feeder Fund to acquire shares of Delaware statutory trust and is purchase and redemption of Creation another registered investment company registered under the Act as an open-end Units; (e) certain registered management in the same group of investment management investment company with investment companies and unit companies having substantially the multiple series. investment trusts outside of the same 2. The Initial Adviser is registered as 1 Certain of the applicants received a prior order group of investment companies as the investment adviser under the with respect to the offering of index-based series to acquire Shares; and (f) certain Investment Advisers Act of 1940 (the exchange-traded funds. In the Matter of Highland series to perform creations and ‘‘Advisers Act’’) and will be the Capital Management, L.P., et al., Investment redemptions of Creation Units in-kind investment adviser to the Funds Company Act Release Nos. 29890 (Dec. 19, 2011) in a master-feeder structure. (notice) and 29918 (Jan. 17, 2012) (order) (the ‘‘Prior (defined below). Any other Adviser Order’’). The Prior Order does not apply to Long/ APPLICANTS: Highland Funds I (the (defined below) will also be registered Short Funds and 130/30 Funds (each as defined ‘‘Trust’’), Highland Capital Management as an investment adviser under the herein), and the order requested herein by Fund Advisors, L.P. (the ‘‘Initial applicants will only cover Long/Short Funds and mstockstill on DSK4VPTVN1PROD with NOTICES Advisers Act. The Adviser may enter 130/30 Funds. Adviser’’), and SEI Investments into sub-advisory agreements with one 2 All existing entities that intend to rely on the Distribution Co. (the ‘‘Distributor’’). or more investment advisers to act as requested order have been named as applicants. FILING DATES: The application was filed sub-advisers to particular Funds (each, Any other existing or future entity that on April 17, 2015, and amended on a ‘‘Sub-Adviser’’). Any Sub-Adviser will subsequently relies on the order will comply with the terms and conditions of the order. A Fund of April 23, 2015 and April 27, 2015. either be registered under the Advisers Funds (as defined below) may rely on the order Act or will not be required to register only to invest in Funds and not in any other 27 17 CFR 200.30–3(a)(12). thereunder. registered investment company. VerDate Sep<11>2014 18:14 Apr 30, 2015 Jkt 235001 PO 00000 Frm 00098 Fmt 4703 Sfmt 4703 E:\FR\FM\01MYN1.SGM 01MYN1


Document Created: 2018-02-21 10:20:41
Document Modified: 2018-02-21 10:20:41
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 24986 
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