80_FR_49439 80 FR 49281 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Holdings By the iShares Interest Rate Hedged Corporate Bond ETF and iShares Interest Rate Hedged High Yield Bond ETF

80 FR 49281 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Holdings By the iShares Interest Rate Hedged Corporate Bond ETF and iShares Interest Rate Hedged High Yield Bond ETF

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 158 (August 17, 2015)

Page Range49281-49283
FR Document2015-20158

Federal Register, Volume 80 Issue 158 (Monday, August 17, 2015)
[Federal Register Volume 80, Number 158 (Monday, August 17, 2015)]
[Notices]
[Pages 49281-49283]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-20158]


=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75662; File No. SR-NYSEARCA-2015-67]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating to 
Holdings By the iShares Interest Rate Hedged Corporate Bond ETF and 
iShares Interest Rate Hedged High Yield Bond ETF

August 11, 2015.
    Pursuant to section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on August 3, 2015, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to reflect a change to the holdings to be 
implemented by the iShares Interest Rate Hedged Corporate Bond ETF and 
iShares Interest Rate Hedged High Yield Bond ETF relating to the use of 
interest rate futures contracts, and interest rate swaps. The text of 
the proposed rule change is available on the Exchange's Web site at 
www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

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

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

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

1. Purpose
    The Commission has approved a proposal to list and trade on the 
Exchange shares (``Shares'') of the iShares Interest Rate Hedged 
Corporate Bond ETF and iShares Interest Rate Hedged High Yield Bond ETF 
(each a ``Fund'' and, together, the ``Funds'') under NYSE Arca Equities 
Rule 8.600,\4\ which governs the listing and trading of Managed Fund 
Shares.\5\
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    \4\ See Securities Exchange Act Release Nos. 71778 (March 24, 
2014), 79 FR 17585 (March 28, 2014 (SR-NYSEArca-2014-23) (Notice of 
Filing of Proposed Rule Change to List and Trade Shares of the 
iShares Interest Rate Hedged Corporate Bond ETF and iShares Interest 
Rate Hedged High Yield Bond ETF under NYSE Arca Equities Rule 8.600) 
(``Prior Notice''); 72138 (May 9, 2014), 79 FR 27958 (May 15, 2014) 
(SR-NYSEArca-2014-23) (order approving listing and trading on the 
Exchange of Shares of the iShares Interest Rate Hedged Corporate 
Bond ETF and iShares Interest Rate Hedged High Yield Bond ETF under 
NYSE Arca Equities Rule 8.600) (``Prior Order'' and, together with 
the Prior Notice, the ``Prior Release'').
    \5\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies. In contrast, 
an open-end investment company that issues Investment Company Units, 
listed and traded on the Exchange under NYSE Arca Equities Rule 
5.2(j)(3), seeks to provide investment results that correspond 
generally to the price and yield performance of a specific foreign 
or domestic stock index, fixed income securities index or 
combination thereof.
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    The Shares of the Funds are offered by iShares U.S. ETF Trust (the 
``Trust'').\6\ The Trust is registered with the Commission as an open-
end management investment company. BlackRock Fund Advisors (``BFA'') 
serves as the investment adviser to the Funds (the ``Adviser''). BFA is 
an indirect wholly-owned subsidiary of BlackRock, Inc. BlackRock 
Investments, LLC is the principal underwriter and distributor of the 
Funds' Shares. State Street Bank and Trust Company serves as 
administrator, custodian and transfer agent for the Funds. The Funds' 
Shares are currently listed and traded on the Exchange under NYSE Arca 
Equities Rule 8.600.
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    \6\ The Trust is registered under the 1940 Act. On August 22, 
2013, the Trust filed with the Commission post-effective amendments 
on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a) and 
under the 1940 Act relating to the iShares Interest Rate Hedged 
Corporate Bond ETF (the ``Corporate Bond Registration Statement'') 
and the iShares Interest Rate Hedged High Yield Bond ETF (the ``High 
Yield Registration Statement'' and together with the Corporate Bond 
Registration Statement, the ``Registration Statements'') (File Nos. 
333-179904 and 811-22649). In addition, the Commission has issued an 
order granting certain exemptive relief to the Trust under the 1940 
Act. See Investment Company Act Release No. 29571 (File No. 812-
13601) (``Exemptive Order'').
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    The Exchange proposes to revise the representations made in the 
Prior Release regarding the Funds' investments to accommodate use of 
interest rate futures contracts \7\ and interest rate swaps by the 
Funds, as described below, consistent with the use of such financial 
instruments permitted for other funds of the Trust previously approved 
by the Commission for Exchange listing and trading.\8\
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    \7\ As described in the Prior Release, both Funds may use U.S. 
Treasury futures contracts to mitigate interest rate risk. In this 
proposed rule change, the Exchange proposes, among other things, to 
accommodate use by the Funds of other interest rate futures to 
mitigate interest rate risk.
    \8\ See Securities Exchange Act Release No. 74058 (January 15, 
2015), 80 FR 3294 (January 22, 2015) (SR-NYSEArca-2014-114), (order 
approving listing and trading on the Exchange of shares of the 
iShares Interest Rate Hedged 0-5 Year High Yield Bond ETF, iShares 
Interest Rate Hedged 10+ Year Credit Bond ETF, and the iShares 
Interest Rate Hedged Emerging Markets Bond ETF under NYSE Arca 
Equities Rule 8.600).
---------------------------------------------------------------------------

iShares Interest Rate Hedged Corporate Bond ETF
    As described in the Prior Release, according to the Corporate Bond 
Registration Statement, the Fund seeks to mitigate the interest rate 
risk of a portfolio composed of U.S. dollar-denominated, investment 
grade corporate bonds. The Fund seeks to achieve its investment 
objective by investing, under normal circumstances, at least 80% of its 
net assets in U.S. dollar-denominated investment grade bonds, in one or 
more investment companies (exchange-traded and non-exchange-traded 
funds) that principally invest in investment-grade bonds, in U.S. 
Treasury securities (or cash equivalents), and by taking short 
positions in U.S. Treasury futures and other interest rate futures 
contracts.
    The Exchange proposes to amend this statement to provide that, 
going forward, the Fund will seek to achieve its investment objective 
by investing, under normal circumstances, at least 80% of its net 
assets in U.S. dollar-denominated investment grade bonds, in one or 
more investment companies (exchange-traded and non-exchange-traded 
funds) that principally invest in investment-grade bonds, in U.S. 
Treasury securities (or cash

[[Page 49282]]

equivalents), and by taking short positions in U.S. Treasury futures, 
other interest rate futures contracts, and interest rate swaps.\9\
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    \9\ The Funds will invest only in futures contracts that are 
traded on an exchange that is a member of the Intermarket 
Surveillance Group (``ISG'') or with which the Exchange has in place 
a comprehensive surveillance sharing agreement. Swaps will be 
centrally cleared. All derivatives held by the Funds will be 
collateralized.
---------------------------------------------------------------------------

    The Prior Release also stated that, according to the Corporate Bond 
Registration Statement, the Fund initially intends to invest a 
substantial portion of its assets in the iShares iBoxx $ Investment 
Grade Corporate Bond ETF (the ``Underlying Corporate Bond Fund''). The 
Fund attempts to mitigate interest rate risk primarily through the use 
of U.S. Treasury futures contracts.
    The Exchange proposes to amend the statement in the last sentence 
of the preceding paragraph to state that, going forward, the Fund will 
attempt to mitigate interest rate risk primarily through the use of 
U.S. Treasury futures contracts, interest rate futures, and interest 
rate swaps.
    The Prior Release stated that BFA will utilize a model-based 
proprietary investment process to assemble an investment portfolio 
comprised of (i) long positions in the Underlying Corporate Bond Fund, 
(ii) long positions in U.S. dollar-denominated investment-grade 
corporate bonds, (iii) long positions in U.S. Treasury securities and 
(iv) short positions in U.S. Treasury futures and other interest rate 
futures contracts.
    The Exchange proposes to amend the statement in item (iv) of the 
preceding paragraph to provide that, going forward, the investment 
portfolio referred to in the preceding paragraph may be comprised of 
short positions in U.S. Treasury futures, other interest rate futures 
contracts, and interest rate swaps.
iShares Interest Rate Hedged High Yield Bond ETF
    According to the High Yield Registration Statement, the Fund seeks 
to mitigate the interest rate risk of a portfolio composed of U.S. 
dollar-denominated, high yield corporate bonds. The Fund seeks to 
achieve its investment objective by investing, under normal 
circumstances, at least 80% of its net assets in U.S. dollar-
denominated high yield corporate bonds, in one or more investment 
companies (exchange-traded and non-exchange-traded funds) that 
principally invest in high yield bonds, in U.S. Treasury securities (or 
cash equivalents), and by taking short positions in U.S. Treasury 
futures and other interest rate futures contracts.
    The Exchange proposes to amend this statement to provide that, 
going forward, the Fund will seek to achieve its investment objective 
by investing, under normal circumstances, at least 80% of its net 
assets in U.S. dollar-denominated high yield corporate bonds, in one or 
more investment companies (exchange-traded and non-exchange-traded 
funds) that principally invest in high yield bonds, in U.S. Treasury 
securities (or cash equivalents), and by taking short positions in U.S. 
Treasury futures, other interest rate futures contracts, and interest 
rate swaps.\10\
---------------------------------------------------------------------------

    \10\ See note 9, supra.
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    The Prior Release also stated that, according to the High Yield 
Registration Statement, the Fund initially intends to invest a 
substantial portion of its assets in the iShares iBoxx $ High Yield 
Corporate Bond ETF. The Fund will attempt to mitigate interest rate 
risk primarily through the use of U.S. Treasury futures contracts.
    The Exchange proposes to amend the last sentence of the preceding 
paragraph to provide that, going forward, the Fund will attempt to 
mitigate interest rate risk primarily through the use of U.S. Treasury 
futures contracts, other interest rate futures contracts, and interest 
rate swaps.
    The Prior Release stated that BFA will utilize a model-based 
proprietary investment process to assemble an investment portfolio 
comprised of (i) long positions in the Underlying High Yield Bond Fund, 
(ii) long positions in U.S. dollar-denominated high yield corporate 
bonds, (iii) long positions in U.S. Treasury securities and (iv) short 
positions in U.S. Treasury futures and other interest rate futures 
contracts.
    The Exchange proposes to amend the statement in item (iv) of the 
preceding paragraph to provide that, going forward, the investment 
portfolio referred to in the preceding paragraph may be comprised of 
short positions in U.S. Treasury futures, other interest rate futures 
contracts, and interest rate swaps.
    The section ``Determination of Net Asset Value'' in the Prior 
Release did not include reference to swaps. The Exchange proposes to 
state that swaps and other derivatives will generally be valued based 
upon quotations from market makers or by a pricing service in 
accordance with valuation procedures approved by Trust's Board of 
Directors.
    On a daily basis, each of the Funds will disclose for each 
portfolio security or other financial instrument the following 
information on the Funds' Web site: Ticker symbol, if any; CUSIP number 
or other identifier, if any; a description of the holding (including 
the type of holding, such as the type of swap); the identity of the 
security or other asset or instrument underlying the holding, if any; 
for options, the option strike price; quantity held (as measured by, 
for example, par value, notional value or number of shares, contracts 
or units); maturity date, if any; coupon rate, if any; market value of 
the holding; and the percentage weighting of the holding in the 
portfolio. The Web site information will be publicly available at no 
charge.
    The Adviser represents that the proposed changes relating to the 
Funds' holdings in interest rate swaps, as described above, are 
consistent with the Fund's investment objective, and will further 
assist the Adviser to achieve such investment objective. In addition, 
such proposed changes are consistent with the use of swaps permitted 
for shares of other funds of the Trust previously approved by the 
Commission for Exchange listing and trading.\11\
---------------------------------------------------------------------------

    \11\ See note 8, supra.
---------------------------------------------------------------------------

    Except for the changes noted above, all other representations made 
in the Prior Release remain unchanged. The Funds will continue to 
comply with all initial and continued listing requirements under NYSE 
Arca Equities Rule 8.600.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under section 6(b)(5) \12\ that an exchange have rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.600. The Funds will invest only in futures contracts that are traded 
on an exchange that is a member of the ISG or with which the Exchange 
has in place a comprehensive surveillance sharing agreement. Swaps will 
be centrally cleared. All derivatives held by the Funds will be 
collateralized.
    The proposed rule change is designed to promote just and equitable 
principles

[[Page 49283]]

of trade and to protect investors and the public interest. The Adviser 
represents that the proposed changes relating to the Funds' holdings in 
U.S. Treasury futures, other interest rate futures contracts, and 
interest rate swaps, as described above, are consistent with each 
Fund's investment objective, and will further assist the Adviser to 
achieve each such investment objective. In addition, such proposed 
changes are consistent with the use of U.S. Treasury futures, other 
interest rate futures contracts, and interest rate swaps permitted for 
shares of other funds of the Trust previously approved by the 
Commission for Exchange listing and trading.\13\
---------------------------------------------------------------------------

    \13\ See note 8, supra.
---------------------------------------------------------------------------

    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest. The Adviser represents that the proposed changes 
relating to the Funds' holdings in U.S. Treasury futures, other 
interest rate futures contracts, and interest rate swaps, as described 
above, are consistent with each Fund's investment objective, and will 
further assist the Adviser to achieve each such investment objective. 
In addition, such proposed changes are consistent with the use of U.S. 
Treasury futures, other interest rate futures contracts, and interest 
rate swaps permitted for shares of other funds of the Trust previously 
approved by the Commission for Exchange listing and trading.\14\ Such 
changes would enhance the ability of the Funds to mitigate interest 
rate risk. The Funds will invest only in futures contracts that are 
traded on an exchange that is a member of the ISG or with which the 
Exchange has in place a comprehensive surveillance sharing agreement. 
Swaps will be centrally cleared. All derivatives held by the Funds will 
be collateralized. The Adviser represents that the investment objective 
of each Fund has not changed. Except for the changes noted above, all 
other representations made in the Prior Release remain unchanged. The 
Funds will continue to comply with all initial and continued listing 
requirements under NYSE Arca Equities Rule 8.600.
---------------------------------------------------------------------------

    \14\ See note 8, supra.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange believes the 
proposed rule change, in permitting each Fund to utilize other interest 
rate futures and interest rate swaps as part of its portfolio to 
achieve its investment objective, will enhance competition among issues 
of Managed Fund Shares that invest principally in fixed income 
securities.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The Exchange has filed the proposed rule change pursuant to section 
19(b)(3)(A)(iii) of the Act \15\ and Rule 19b-4(f)(6) thereunder.\16\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \16\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2015-67 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-2015-67. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing will also 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-2015-67 and should 
be submitted on or before September 8, 2015.

For the Commission, by the Division of Trading and Markets, pursuant 
to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-20158 Filed 8-14-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                Federal Register / Vol. 80, No. 158 / Monday, August 17, 2015 / Notices                                                        49281

                                                    Dated: August 13, 2015.                                of those statements may be examined at                   Funds (the ‘‘Adviser’’). BFA is an
                                                  Glenn Ellmers,                                           the places specified in Item IV below.                   indirect wholly-owned subsidiary of
                                                  Policy Coordinator, Office of the Secretary.             The Exchange has prepared summaries,                     BlackRock, Inc. BlackRock Investments,
                                                  [FR Doc. 2015–20361 Filed 8–13–15; 4:15 pm]              set forth in sections A, B, and C below,                 LLC is the principal underwriter and
                                                  BILLING CODE 7590–01–P                                   of the most significant parts of such                    distributor of the Funds’ Shares. State
                                                                                                           statements.                                              Street Bank and Trust Company serves
                                                                                                                                                                    as administrator, custodian and transfer
                                                                                                           A. Self-Regulatory Organization’s                        agent for the Funds. The Funds’ Shares
                                                  SECURITIES AND EXCHANGE                                  Statement of the Purpose of, and the
                                                  COMMISSION                                                                                                        are currently listed and traded on the
                                                                                                           Statutory Basis for, the Proposed Rule                   Exchange under NYSE Arca Equities
                                                  [Release No. 34–75662; File No. SR–                      Change                                                   Rule 8.600.
                                                  NYSEARCA–2015–67]                                        1. Purpose                                                 The Exchange proposes to revise the
                                                                                                                                                                    representations made in the Prior
                                                  Self-Regulatory Organizations; NYSE                         The Commission has approved a
                                                                                                                                                                    Release regarding the Funds’
                                                  Arca, Inc.; Notice of Filing and                         proposal to list and trade on the
                                                                                                                                                                    investments to accommodate use of
                                                  Immediate Effectiveness of Proposed                      Exchange shares (‘‘Shares’’) of the
                                                                                                                                                                    interest rate futures contracts 7 and
                                                  Rule Change Relating to Holdings By                      iShares Interest Rate Hedged Corporate
                                                                                                                                                                    interest rate swaps by the Funds, as
                                                  the iShares Interest Rate Hedged                         Bond ETF and iShares Interest Rate                       described below, consistent with the use
                                                  Corporate Bond ETF and iShares                           Hedged High Yield Bond ETF (each a                       of such financial instruments permitted
                                                  Interest Rate Hedged High Yield Bond                     ‘‘Fund’’ and, together, the ‘‘Funds’’)                   for other funds of the Trust previously
                                                  ETF                                                      under NYSE Arca Equities Rule 8.600,4                    approved by the Commission for
                                                                                                           which governs the listing and trading of                 Exchange listing and trading.8
                                                  August 11, 2015.
                                                                                                           Managed Fund Shares.5
                                                     Pursuant to section 19(b)(1) 1 of the                    The Shares of the Funds are offered                   iShares Interest Rate Hedged Corporate
                                                  Securities Exchange Act of 1934 (the                     by iShares U.S. ETF Trust (the                           Bond ETF
                                                  ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                   ‘‘Trust’’).6 The Trust is registered with
                                                  notice is hereby given that, on August                                                                               As described in the Prior Release,
                                                                                                           the Commission as an open-end                            according to the Corporate Bond
                                                  3, 2015, NYSE Arca, Inc. (the                            management investment company.
                                                  ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with                                                                         Registration Statement, the Fund seeks
                                                                                                           BlackRock Fund Advisors (‘‘BFA’’)                        to mitigate the interest rate risk of a
                                                  the Securities and Exchange                              serves as the investment adviser to the
                                                  Commission (the ‘‘Commission’’) the                                                                               portfolio composed of U.S. dollar-
                                                  proposed rule change as described in                                                                              denominated, investment grade
                                                                                                              4 See Securities Exchange Act Release Nos. 71778
                                                  Items I and II below, which Items have                                                                            corporate bonds. The Fund seeks to
                                                                                                           (March 24, 2014), 79 FR 17585 (March 28, 2014
                                                  been prepared by the self-regulatory                     (SR–NYSEArca–2014–23) (Notice of Filing of
                                                                                                                                                                    achieve its investment objective by
                                                  organization. The Commission is                          Proposed Rule Change to List and Trade Shares of         investing, under normal circumstances,
                                                  publishing this notice to solicit
                                                                                                           the iShares Interest Rate Hedged Corporate Bond          at least 80% of its net assets in U.S.
                                                                                                           ETF and iShares Interest Rate Hedged High Yield          dollar-denominated investment grade
                                                  comments on the proposed rule change                     Bond ETF under NYSE Arca Equities Rule 8.600)
                                                  from interested persons.                                 (‘‘Prior Notice’’); 72138 (May 9, 2014), 79 FR 27958
                                                                                                                                                                    bonds, in one or more investment
                                                                                                           (May 15, 2014) (SR–NYSEArca–2014–23) (order              companies (exchange-traded and non-
                                                  I. Self-Regulatory Organization’s                        approving listing and trading on the Exchange of         exchange-traded funds) that principally
                                                  Statement of the Terms of Substance of                   Shares of the iShares Interest Rate Hedged               invest in investment-grade bonds, in
                                                  the Proposed Rule Change                                 Corporate Bond ETF and iShares Interest Rate
                                                                                                           Hedged High Yield Bond ETF under NYSE Arca
                                                                                                                                                                    U.S. Treasury securities (or cash
                                                     The Exchange proposes to reflect a                    Equities Rule 8.600) (‘‘Prior Order’’ and, together      equivalents), and by taking short
                                                  change to the holdings to be                             with the Prior Notice, the ‘‘Prior Release’’).           positions in U.S. Treasury futures and
                                                  implemented by the iShares Interest
                                                                                                              5 A Managed Fund Share is a security that             other interest rate futures contracts.
                                                                                                           represents an interest in an investment company             The Exchange proposes to amend this
                                                  Rate Hedged Corporate Bond ETF and                       registered under the Investment Company Act of
                                                  iShares Interest Rate Hedged High Yield                                                                           statement to provide that, going
                                                                                                           1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as
                                                  Bond ETF relating to the use of interest                 an open-end investment company or similar entity         forward, the Fund will seek to achieve
                                                  rate futures contracts, and interest rate                that invests in a portfolio of securities selected by    its investment objective by investing,
                                                  swaps. The text of the proposed rule
                                                                                                           its investment adviser consistent with its               under normal circumstances, at least
                                                                                                           investment objectives and policies. In contrast, an      80% of its net assets in U.S. dollar-
                                                  change is available on the Exchange’s                    open-end investment company that issues
                                                                                                           Investment Company Units, listed and traded on           denominated investment grade bonds,
                                                  Web site at www.nyse.com, at the
                                                                                                           the Exchange under NYSE Arca Equities Rule               in one or more investment companies
                                                  principal office of the Exchange, and at                 5.2(j)(3), seeks to provide investment results that      (exchange-traded and non-exchange-
                                                  the Commission’s Public Reference                        correspond generally to the price and yield              traded funds) that principally invest in
                                                  Room.                                                    performance of a specific foreign or domestic stock
                                                                                                           index, fixed income securities index or combination      investment-grade bonds, in U.S.
                                                  II. Self-Regulatory Organization’s                       thereof.                                                 Treasury securities (or cash
                                                  Statement of the Purpose of, and                            6 The Trust is registered under the 1940 Act. On

                                                  Statutory Basis for, the Proposed Rule                   August 22, 2013, the Trust filed with the                   7 As described in the Prior Release, both Funds

                                                  Change                                                   Commission post-effective amendments on Form             may use U.S. Treasury futures contracts to mitigate
                                                                                                           N–1A under the Securities Act of 1933 (15 U.S.C.         interest rate risk. In this proposed rule change, the
                                                     In its filing with the Commission, the                77a) and under the 1940 Act relating to the iShares      Exchange proposes, among other things, to
                                                  self-regulatory organization included                    Interest Rate Hedged Corporate Bond ETF (the             accommodate use by the Funds of other interest rate
                                                                                                           ‘‘Corporate Bond Registration Statement’’) and the       futures to mitigate interest rate risk.
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  statements concerning the purpose of,                    iShares Interest Rate Hedged High Yield Bond ETF            8 See Securities Exchange Act Release No. 74058
                                                  and basis for, the proposed rule change                  (the ‘‘High Yield Registration Statement’’ and           (January 15, 2015), 80 FR 3294 (January 22, 2015)
                                                  and discussed any comments it received                   together with the Corporate Bond Registration            (SR–NYSEArca–2014–114), (order approving listing
                                                  on the proposed rule change. The text                    Statement, the ‘‘Registration Statements’’) (File Nos.   and trading on the Exchange of shares of the iShares
                                                                                                           333–179904 and 811–22649). In addition, the              Interest Rate Hedged 0–5 Year High Yield Bond
                                                                                                           Commission has issued an order granting certain          ETF, iShares Interest Rate Hedged 10+ Year Credit
                                                    1 15 U.S.C. 78s(b)(1).                                 exemptive relief to the Trust under the 1940 Act.        Bond ETF, and the iShares Interest Rate Hedged
                                                    2 15 U.S.C. 78a.                                       See Investment Company Act Release No. 29571             Emerging Markets Bond ETF under NYSE Arca
                                                    3 17 CFR 240.19b–4.                                    (File No. 812–13601) (‘‘Exemptive Order’’).              Equities Rule 8.600).



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                                                  49282                        Federal Register / Vol. 80, No. 158 / Monday, August 17, 2015 / Notices

                                                  equivalents), and by taking short                       positions in U.S. Treasury futures and                 following information on the Funds’
                                                  positions in U.S. Treasury futures, other               other interest rate futures contracts.                 Web site: Ticker symbol, if any; CUSIP
                                                  interest rate futures contracts, and                       The Exchange proposes to amend this                 number or other identifier, if any; a
                                                  interest rate swaps.9                                   statement to provide that, going                       description of the holding (including
                                                     The Prior Release also stated that,                  forward, the Fund will seek to achieve                 the type of holding, such as the type of
                                                  according to the Corporate Bond                         its investment objective by investing,                 swap); the identity of the security or
                                                  Registration Statement, the Fund                        under normal circumstances, at least                   other asset or instrument underlying the
                                                  initially intends to invest a substantial               80% of its net assets in U.S. dollar-                  holding, if any; for options, the option
                                                  portion of its assets in the iShares iBoxx              denominated high yield corporate                       strike price; quantity held (as measured
                                                  $ Investment Grade Corporate Bond ETF                   bonds, in one or more investment                       by, for example, par value, notional
                                                  (the ‘‘Underlying Corporate Bond                        companies (exchange-traded and non-                    value or number of shares, contracts or
                                                  Fund’’). The Fund attempts to mitigate                  exchange-traded funds) that principally                units); maturity date, if any; coupon
                                                  interest rate risk primarily through the                invest in high yield bonds, in U.S.                    rate, if any; market value of the holding;
                                                  use of U.S. Treasury futures contracts.                 Treasury securities (or cash                           and the percentage weighting of the
                                                     The Exchange proposes to amend the                   equivalents), and by taking short                      holding in the portfolio. The Web site
                                                  statement in the last sentence of the                   positions in U.S. Treasury futures, other              information will be publicly available at
                                                  preceding paragraph to state that, going                interest rate futures contracts, and                   no charge.
                                                  forward, the Fund will attempt to                       interest rate swaps.10                                    The Adviser represents that the
                                                                                                             The Prior Release also stated that,                 proposed changes relating to the Funds’
                                                  mitigate interest rate risk primarily
                                                                                                          according to the High Yield Registration               holdings in interest rate swaps, as
                                                  through the use of U.S. Treasury futures
                                                                                                          Statement, the Fund initially intends to               described above, are consistent with the
                                                  contracts, interest rate futures, and
                                                                                                          invest a substantial portion of its assets             Fund’s investment objective, and will
                                                  interest rate swaps.
                                                                                                          in the iShares iBoxx $ High Yield                      further assist the Adviser to achieve
                                                     The Prior Release stated that BFA will               Corporate Bond ETF. The Fund will                      such investment objective. In addition,
                                                  utilize a model-based proprietary                       attempt to mitigate interest rate risk                 such proposed changes are consistent
                                                  investment process to assemble an                       primarily through the use of U.S.                      with the use of swaps permitted for
                                                  investment portfolio comprised of (i)                   Treasury futures contracts.                            shares of other funds of the Trust
                                                  long positions in the Underlying                           The Exchange proposes to amend the                  previously approved by the Commission
                                                  Corporate Bond Fund, (ii) long positions                last sentence of the preceding paragraph               for Exchange listing and trading.11
                                                  in U.S. dollar-denominated investment-                  to provide that, going forward, the Fund                  Except for the changes noted above,
                                                  grade corporate bonds, (iii) long                       will attempt to mitigate interest rate risk            all other representations made in the
                                                  positions in U.S. Treasury securities and               primarily through the use of U.S.                      Prior Release remain unchanged. The
                                                  (iv) short positions in U.S. Treasury                   Treasury futures contracts, other interest             Funds will continue to comply with all
                                                  futures and other interest rate futures                 rate futures contracts, and interest rate              initial and continued listing
                                                  contracts.                                              swaps.                                                 requirements under NYSE Arca Equities
                                                     The Exchange proposes to amend the                      The Prior Release stated that BFA will              Rule 8.600.
                                                  statement in item (iv) of the preceding                 utilize a model-based proprietary
                                                  paragraph to provide that, going                        investment process to assemble an                      2. Statutory Basis
                                                  forward, the investment portfolio                       investment portfolio comprised of (i)                     The basis under the Act for this
                                                  referred to in the preceding paragraph                  long positions in the Underlying High                  proposed rule change is the requirement
                                                  may be comprised of short positions in                  Yield Bond Fund, (ii) long positions in                under section 6(b)(5) 12 that an exchange
                                                  U.S. Treasury futures, other interest rate              U.S. dollar-denominated high yield                     have rules that are designed to prevent
                                                  futures contracts, and interest rate                    corporate bonds, (iii) long positions in               fraudulent and manipulative acts and
                                                  swaps.                                                  U.S. Treasury securities and (iv) short                practices, to promote just and equitable
                                                  iShares Interest Rate Hedged High Yield                 positions in U.S. Treasury futures and                 principles of trade, to remove
                                                  Bond ETF                                                other interest rate futures contracts.                 impediments to, and perfect the
                                                                                                             The Exchange proposes to amend the                  mechanism of a free and open market
                                                     According to the High Yield                          statement in item (iv) of the preceding                and, in general, to protect investors and
                                                  Registration Statement, the Fund seeks                  paragraph to provide that, going                       the public interest.
                                                  to mitigate the interest rate risk of a                 forward, the investment portfolio                         The Exchange believes that the
                                                  portfolio composed of U.S. dollar-                      referred to in the preceding paragraph                 proposed rule change is designed to
                                                  denominated, high yield corporate                       may be comprised of short positions in                 prevent fraudulent and manipulative
                                                  bonds. The Fund seeks to achieve its                    U.S. Treasury futures, other interest rate             acts and practices in that the Shares will
                                                  investment objective by investing, under                futures contracts, and interest rate                   be listed and traded on the Exchange
                                                  normal circumstances, at least 80% of                   swaps.                                                 pursuant to the initial and continued
                                                  its net assets in U.S. dollar-denominated                  The section ‘‘Determination of Net                  listing criteria in NYSE Arca Equities
                                                  high yield corporate bonds, in one or                   Asset Value’’ in the Prior Release did                 Rule 8.600. The Funds will invest only
                                                  more investment companies (exchange-                    not include reference to swaps. The                    in futures contracts that are traded on an
                                                  traded and non-exchange-traded funds)                   Exchange proposes to state that swaps                  exchange that is a member of the ISG or
                                                  that principally invest in high yield                   and other derivatives will generally be                with which the Exchange has in place
                                                  bonds, in U.S. Treasury securities (or                  valued based upon quotations from                      a comprehensive surveillance sharing
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                                                  cash equivalents), and by taking short                  market makers or by a pricing service in               agreement. Swaps will be centrally
                                                                                                          accordance with valuation procedures                   cleared. All derivatives held by the
                                                    9 The Funds will invest only in futures contracts     approved by Trust’s Board of Directors.                Funds will be collateralized.
                                                  that are traded on an exchange that is a member of         On a daily basis, each of the Funds                    The proposed rule change is designed
                                                  the Intermarket Surveillance Group (‘‘ISG’’) or with    will disclose for each portfolio security
                                                  which the Exchange has in place a comprehensive
                                                                                                                                                                 to promote just and equitable principles
                                                  surveillance sharing agreement. Swaps will be           or other financial instrument the
                                                                                                                                                                   11 See   note 8, supra.
                                                  centrally cleared. All derivatives held by the Funds
                                                  will be collateralized.                                   10 See   note 9, supra.                                12 15   U.S.C. 78f(b)(5).



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                                                                                 Federal Register / Vol. 80, No. 158 / Monday, August 17, 2015 / Notices                                                     49283

                                                  of trade and to protect investors and the                 interest rate futures and interest rate                  Commission, 100 F Street NE.,
                                                  public interest. The Adviser represents                   swaps as part of its portfolio to achieve                Washington, DC 20549–1090.
                                                  that the proposed changes relating to the                 its investment objective, will enhance                   All submissions should refer to File
                                                  Funds’ holdings in U.S. Treasury                          competition among issues of Managed                      Number SR–NYSEArca–2015–67. This
                                                  futures, other interest rate futures                      Fund Shares that invest principally in                   file number should be included on the
                                                  contracts, and interest rate swaps, as                    fixed income securities.                                 subject line if email is used. To help the
                                                  described above, are consistent with                                                                               Commission process and review your
                                                  each Fund’s investment objective, and                     C. Self-Regulatory Organization’s
                                                                                                            Statement on Comments on the                             comments more efficiently, please use
                                                  will further assist the Adviser to achieve                                                                         only one method. The Commission will
                                                  each such investment objective. In                        Proposed Rule Change Received From
                                                                                                            Members, Participants, or Others                         post all comments on the Commission’s
                                                  addition, such proposed changes are                                                                                Internet Web site (http://www.sec.gov/
                                                  consistent with the use of U.S. Treasury                    No written comments were solicited                     rules/sro.shtml). Copies of the
                                                  futures, other interest rate futures                      or received with respect to the proposed                 submission, all subsequent
                                                  contracts, and interest rate swaps                        rule change.                                             amendments, all written statements
                                                  permitted for shares of other funds of                                                                             with respect to the proposed rule
                                                                                                            III. Date of Effectiveness of the
                                                  the Trust previously approved by the                                                                               change that are filed with the
                                                                                                            Proposed Rule Change and Timing for
                                                  Commission for Exchange listing and                                                                                Commission, and all written
                                                                                                            Commission Action
                                                  trading.13                                                                                                         communications relating to the
                                                     The proposed rule change is designed                      The Exchange has filed the proposed                   proposed rule change between the
                                                  to perfect the mechanism of a free and                    rule change pursuant to section                          Commission and any person, other than
                                                  open market and, in general, to protect                   19(b)(3)(A)(iii) of the Act 15 and Rule                  those that may be withheld from the
                                                  investors and the public interest. The                    19b–4(f)(6) thereunder.16 Because the                    public in accordance with the
                                                  Adviser represents that the proposed                      proposed rule change does not: (i)                       provisions of 5 U.S.C. 552, will be
                                                  changes relating to the Funds’ holdings                   Significantly affect the protection of                   available for Web site viewing and
                                                  in U.S. Treasury futures, other interest                  investors or the public interest; (ii)                   printing in the Commission’s Public
                                                  rate futures contracts, and interest rate                 impose any significant burden on                         Reference Room, 100 F Street NE.,
                                                  swaps, as described above, are                            competition; and (iii) become operative                  Washington, DC 20549, on official
                                                  consistent with each Fund’s investment                    prior to 30 days from the date on which                  business days between the hours of
                                                  objective, and will further assist the                    it was filed, or such shorter time as the                10:00 a.m. and 3:00 p.m. Copies of such
                                                  Adviser to achieve each such                              Commission may designate, if                             filing will also be available for
                                                  investment objective. In addition, such                   consistent with the protection of                        inspection and copying at the principal
                                                  proposed changes are consistent with                      investors and the public interest, the                   office of the Exchange. All comments
                                                  the use of U.S. Treasury futures, other                   proposed rule change has become                          received will be posted without change;
                                                  interest rate futures contracts, and                      effective pursuant to section 19(b)(3)(A)                the Commission does not edit personal
                                                  interest rate swaps permitted for shares                  of the Act and Rule 19b–4(f)(6)(iii)                     identifying information from
                                                  of other funds of the Trust previously                    thereunder.                                              submissions. You should submit only
                                                  approved by the Commission for                               At any time within 60 days of the
                                                  Exchange listing and trading.14 Such                                                                               information that you wish to make
                                                                                                            filing of the proposed rule change, the                  available publicly. All submissions
                                                  changes would enhance the ability of                      Commission summarily may
                                                  the Funds to mitigate interest rate risk.                                                                          should refer to File Number SR–
                                                                                                            temporarily suspend such rule change if                  NYSEArca–2015–67 and should be
                                                  The Funds will invest only in futures                     it appears to the Commission that such
                                                  contracts that are traded on an exchange                                                                           submitted on or before September 8,
                                                                                                            action is necessary or appropriate in the                2015.
                                                  that is a member of the ISG or with                       public interest, for the protection of
                                                  which the Exchange has in place a                         investors, or otherwise in furtherance of                For the Commission, by the Division of
                                                  comprehensive surveillance sharing                                                                                 Trading and Markets, pursuant to delegated
                                                                                                            the purposes of the Act.
                                                  agreement. Swaps will be centrally                                                                                 authority.17
                                                  cleared. All derivatives held by the                      IV. Solicitation of Comments                             Brent J. Fields,
                                                  Funds will be collateralized. The                           Interested persons are invited to                      Secretary.
                                                  Adviser represents that the investment                    submit written data, views, and                          [FR Doc. 2015–20158 Filed 8–14–15; 8:45 am]
                                                  objective of each Fund has not changed.                   arguments concerning the foregoing,                      BILLING CODE 8011–01–P
                                                  Except for the changes noted above, all                   including whether the proposed rule
                                                  other representations made in the Prior                   change is consistent with the Act.
                                                  Release remain unchanged. The Funds                       Comments may be submitted by any of                      SECURITIES AND EXCHANGE
                                                  will continue to comply with all initial                  the following methods:                                   COMMISSION
                                                  and continued listing requirements                                                                                 [Investment Company Act Release No.
                                                  under NYSE Arca Equities Rule 8.600.                      Electronic Comments
                                                                                                                                                                     31745; 812–14495]
                                                                                                              • Use the Commission’s Internet
                                                  B. Self-Regulatory Organization’s
                                                                                                            comment form (http://www.sec.gov/                        Victory NextShares Trust, et al.; Notice
                                                  Statement on Burden on Competition
                                                                                                            rules/sro.shtml); or                                     of Application
                                                    The Exchange does not believe that                        • Send an email to rule-comments@
                                                  the proposed rule change will impose                      sec.gov. Please include File Number SR–                  August 11, 2015.
                                                                                                                                                                                Securities and Exchange
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                                                  any burden on competition that is not                     NYSEArca–2015–67 on the subject line.                    AGENCY:
                                                  necessary or appropriate in furtherance                                                                            Commission (‘‘Commission’’).
                                                  of the purpose of the Act. The Exchange                   Paper Comments                                           ACTION: Notice of an application for an
                                                  believes the proposed rule change, in                       • Send paper comments in triplicate                    order under section 6(c) of the
                                                  permitting each Fund to utilize other                     to Secretary, Securities and Exchange                    Investment Company Act of 1940
                                                                                                                                                                     (‘‘Act’’) for an exemption from sections
                                                    13 See   note 8, supra.                                   15 15   U.S.C. 78s(b)(3)(A)(iii).
                                                    14 See   note 8, supra.                                   16 17   CFR 240.19b–4(f)(6).                             17 17   CFR 200.30–3(a)(12).



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Document Created: 2015-12-15 11:07:01
Document Modified: 2015-12-15 11:07:01
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 49281 

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