80 FR 63852 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Representations Regarding the Names and Principal Investments of Certain WBI SMID Funds Currently Listed and Traded on the Exchange Under NYSE Arca Equities Rule 8.600
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 203 (October 21, 2015)
Federal Register Volume 80, Issue 203 (October 21, 2015)
| Page Range | 63852-63855 | |
| FR Document | 2015-26676 |
[Federal Register Volume 80, Number 203 (Wednesday, October 21, 2015)] [Notices] [Pages 63852-63855] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-26676] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-76161; File No. SR-NYSEArca-2015-88] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Representations Regarding the Names and Principal Investments of Certain WBI SMID Funds Currently Listed and Traded on the Exchange Under NYSE Arca Equities Rule 8.600 October 15, 2015. Pursuant to section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given that, on September 30, 2015, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') filed with the Securities and Exchange Commission (``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. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to change representations regarding the names and principal investments of each of the following: WBI SMID Tactical Growth Shares; WBI SMID Tactical Value Shares; WBI SMID Tactical Yield Shares; WBI SMID Tactical Select Shares; WBI Large Cap Tactical Growth Shares; WBI Large Cap Tactical Value Shares; WBI Large Cap Tactical Yield Shares; and WBI Large Cap Tactical Select Share (each a ``Fund'' and, collectively, the ``Funds''). Shares of the Funds have been approved for listing and trading on the Exchange under NYSE Arca Equities Rule 8.600. 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 proposed rule change relating to listing and trading on the Exchange of shares (``Shares'') of the Funds under NYSE Arca Equities Rule 8.600,\4\ which governs the listing and trading of Managed Fund Shares.\5\ The Funds' Shares are currently listed and traded on the Exchange under NYSE Arca Equities Rule 8.600. --------------------------------------------------------------------------- \4\ See Securities Exchange Act Release No. 72895 (August 21, 2014), 79 FR 51210 (August 27, 2014) (SR-NYSEArca-2014-67) (the ``Prior Order''). The notice with respect to the Prior Order was published in Securities Exchange Act Release No. 72526 (July 2, 2014), 79 FR 39035 (July 9, 2014) (``Prior Notice'' and, together with the Prior Order, 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. --------------------------------------------------------------------------- The Shares are offered by Absolute Shares Trust (the ``Trust''), a statutory trust organized under the laws of the State of Delaware and registered with the Commission as an open-end management investment company.\6\ The investment adviser to the Fund is Millington Securities, Inc. (the ``Adviser'') and WBI Investments, Inc. is each Fund's sub-adviser (``Sub-Adviser''). --------------------------------------------------------------------------- \6\ The Trust is registered under the 1940 Act. On December 9, 2013, the Trust filed with the Commission its registration statement on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a) (``Securities Act''), and under the 1940 Act relating to the Funds (File Nos. 333-192733 and 811-22917) (as amended, the ``Registration Statement''). The Trust filed supplements to amend the prospectus contained in the Registration Statement on July 17, 2015 and filed post-effective amendments to the Registration Statement on August 21, 2015, which amendment will become effective as of October 31, 2015, reflecting the changes to the Funds described herein. For the avoidance of doubt, the names and principal investment strategies of the WBI Tactical Income Shares and the WBI Tactical High Income Shares, which also are series in the Trust approved in the Prior Release, are not being changed. The description of the operation of the Trust and the Funds herein is based, in part, on the Registration Statement. 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. 30543 (May 29, 2013) (File No. 812-13886) (``Exemptive Order''). --------------------------------------------------------------------------- Common Fund Strategy and Characteristics The principal investment objective of each Fund is to seek long- term capital appreciation and the potential for current income, while also seeking to protect principal during unfavorable market conditions. As described in the Prior Release, the Sub-Adviser manages each Fund's portfolio based on a proprietary selection process as described in the Prior Release (the ``Selection Process''). The Selection Process attempts to provide consistent, attractive returns net of expenses with potentially less volatility and risk to capital than traditional approaches, [[Page 63853]] whatever market conditions may be. Each Fund defines an absolute return approach to investment management in this way. The Selection Process includes a buy discipline and a sell discipline as described in the Prior Release. In this proposed rule change, the Exchange proposes (1) to reflect changes to the names of Funds from the names included in the Prior Release; and (2) to change representations relating to ``Principal Investments'' of each Fund in the Prior Release that each Fund will invest at least 80% of net assets in specified equity securities to representations that each Fund will seek to invest principally in such specified equity securities, cash and ``Cash Equivalents'' (as described below) when it believes this is consistent with each Fund's investment objective of protecting principal.\7\ For clarity, each Fund will invest at least 80% of its net assets in its principal investment strategy. --------------------------------------------------------------------------- \7\ Under the Prior Release, the Funds could temporarily depart from their respective 80% principal investment strategies and make ``short term investments in cash, cash equivalents, high-quality short-term debt securities and money market instruments for temporary defensive purposes in response to adverse market, economic or political conditions. . . . [E]ach Fund could acquire the following short-term investments: (1) Certificates of deposit issued by commercial banks as well as savings banks or savings and loan associations; (2) bankers' acceptances; (3) time deposits; and (4) commercial paper and short-term notes rated at the time of purchase ``A-2'' or higher by Standard & Poor's[supreg], ``Prime-1'' by Moody's[supreg] Investors Services Inc., or similarly rated by another nationally recognized statistical rating organization, or, if unrated, will be determined by the Sub-Adviser to be of comparable quality, as well as U.S. Government obligations.'' Such high-quality short-term debt securities, money market instruments and the investments enumerated above are hereinafter collectively referred to as ``Cash Equivalents''. In this proposed rule change, Cash Equivalents will be included in each Fund's principal investment strategy and no longer only for temporary defensive purposes. Intra-day price information for Cash Equivalents will be available from major market data vendors. --------------------------------------------------------------------------- WBI SMID Tactical Growth Shares As described in the Prior Release, under normal market conditions, the Fund invests at least 80% of its net assets in the exchange-listed equity securities of small-capitalization and mid-capitalization domestic and foreign companies selected on the basis of the Selection Process.\8\ Going forward, the Fund will seek to invest principally in the exchange-listed equity securities of small-capitalization and mid- capitalization domestic and foreign companies, cash and Cash Equivalents, selected on the basis of the Selection Process. --------------------------------------------------------------------------- \8\ The Adviser represents that the Adviser and the Sub-Adviser have managed and will continue to manage the Funds in the manner described in the Prior Release, and will not implement the changes described herein until the instant proposed rule change is operative. The change to the name of the Funds and to the Funds' investments as described herein will be effective upon the filing an additional amendment to the Registration Statement. --------------------------------------------------------------------------- In addition, going forward, the Fund's name will change to WBI Tactical SMG Shares. WBI SMID Tactical Value Shares As described in the Prior Release, under normal market conditions, the Fund invests at least 80% of its net assets in the exchange-listed equity securities of small-capitalization and mid-capitalization domestic and foreign companies selected by the Sub-Adviser utilizing the Selection Process. Going forward, the Fund will seek to invest principally in the exchange-listed equity securities of small- capitalization and mid-capitalization domestic and foreign companies, cash and Cash Equivalents, selected by the Sub-Adviser utilizing the Selection Process. In addition, going forward, the Fund's name will change to WBI Tactical SMV Shares. WBI SMID Tactical Yield Shares As described in the Prior Release, under normal market conditions, the Fund invests at least 80% of its net assets in the exchange-listed dividend-paying equity securities of small-capitalization and mid- capitalization domestic and foreign companies selected by the Sub- Adviser utilizing the Selection Process. Going forward, the Fund will seek to invest principally in the exchange-listed dividend-paying equity securities of small-capitalization and mid-capitalization domestic and foreign companies, cash and Cash Equivalents, selected by the Sub-Adviser utilizing the Selection Process. In addition, going forward, the Fund's name will change to WBI Tactical SMY Shares. WBI SMID Tactical Select Shares As described in the Prior Release, under normal market conditions, the Fund invests at least 80% of its net assets in the exchange-listed equity securities of small-capitalization and mid-capitalization domestic and foreign companies selected by the Sub-Adviser utilizing the Selection Process. Going forward, the Fund will seek to invest principally in the exchange-listed equity securities of small- capitalization and mid-capitalization domestic and foreign companies, cash and Cash Equivalents, selected by the Sub-Adviser utilizing the Selection Process. In addition, going forward, the Fund's name will change to WBI Tactical SMS Shares. WBI Large Cap Tactical Growth Shares As described in the Prior Release, under normal market conditions, the Fund invests at least 80% of its net assets in the exchange-listed equity securities of large capitalization domestic and foreign companies selected by the Sub-Adviser utilizing the Selection Process. Going forward, the Fund will seek to invest principally in the exchange-listed equity securities of large capitalization domestic and foreign companies, cash and Cash Equivalents, selected by the Sub- Adviser utilizing the Selection Process. In addition, going forward, the Fund's name will change to WBI Tactical LCG Shares. WBI Large Cap Tactical Value Shares As described in the Prior Release, under normal market conditions, the Fund invests at least 80% of its net assets in the exchange-listed equity securities of large capitalization domestic and foreign companies selected by the Sub-Adviser utilizing the Selection Process. Going forward, the Fund will seek to invest principally in the exchange-listed equity securities of large capitalization domestic and foreign companies, cash and Cash Equivalents, selected by the Sub- Adviser utilizing the Selection Process. In addition, going forward, the Fund's name will change to WBI Tactical LCV Shares. WBI Large Cap Tactical Yield Shares As described in the Prior Release, under normal market conditions, the Fund invests at least 80% of its net assets in the exchange-listed dividend-paying equity securities of large capitalization domestic and foreign companies selected by the Sub-Adviser utilizing the Selection Process. Going forward, the Fund will seek to invest principally in the exchange-listed dividend-paying equity securities of large capitalization domestic and foreign companies, cash and Cash Equivalents, selected by the Sub-Adviser utilizing the Selection Process. In addition, going forward, the Fund's name will change to WBI Tactical LCY Shares. WBI Large Cap Tactical Select Shares As described in the Prior Release, under normal market conditions, the Fund invests at least 80% of its net assets in the exchange-listed equity securities of large capitalization domestic and foreign companies [[Page 63854]] selected by the Sub-Adviser utilizing the Selection Process. Going forward, the Fund will seek to invest principally in the exchange- listed equity securities of large capitalization domestic and foreign companies, cash and Cash Equivalents, selected by the Sub-Adviser utilizing the Selection Process. In addition, going forward, the Fund's name will change to WBI Tactical LCS Shares. Except for the changes described above, all other representations made in the Prior Release remain unchanged.\9\ The Funds will comply with all initial and continued listing requirements under NYSE Arca Equities Rule 8.600. --------------------------------------------------------------------------- \9\ See note 4, supra. All terms referenced but not defined herein are defined in the Prior Release. --------------------------------------------------------------------------- 2. Statutory Basis The basis under the Act for this proposed rule change is the requirement under section 6(b)(5) \10\ 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. --------------------------------------------------------------------------- \10\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- As noted above, the Selection Process attempts to provide consistent, attractive returns net of expenses with potentially less volatility and risk to capital than traditional approaches, whatever market conditions may be. While the Funds would continue to invest in the types of securities described in the Prior Release, the proposed change to represent that each Fund will seek to invest principally in specified exchange-listed equity securities, cash and Cash Equivalents, rather than at least 80% of its net assets in specified exchange-listed equity securities, would provide additional flexibility to seek each Funds' investment objective of protecting principal. The inclusion of cash and Cash Equivalents in each Fund's principal investments, rather than the use of such instruments solely for temporary defensive purposes, would facilitate each Fund's ability to protect principal, which could serve as a significant benefit for investors. The proposed rule change is designed to promote just and equitable principles of trade and to protect investors and the public interest in that the Shares are listed and traded on the Exchange pursuant to the initial and continued listing criteria in NYSE Arca Equities Rule 8.600. Except for the changes described above, all other representations made in the Prior Release remain unchanged.\11\ --------------------------------------------------------------------------- \11\ See note 4, supra. All terms referenced but not defined herein are defined in the Prior Release. --------------------------------------------------------------------------- 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 is designed to allow the Fund to invest in securities that would permit a Fund to better implement the Selection Process as described in the Prior Release, and will enhance competition among issues of Managed Fund Shares that invest in equity 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 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. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Commission believes that waiver of the 30-day operative delay period is consistent with the protection of investors and the public interest. The Commission notes that the proposal would allow the Funds greater flexibility in seeking their investment objective of protecting principal during unfavorable market conditions, which could benefit investors and the public interest. Therefore, the Commission designates the proposed rule change to be operative upon filing.\12\ --------------------------------------------------------------------------- \12\ For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). --------------------------------------------------------------------------- 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 CommentsUse 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-2015-88 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-2015-88. 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-2015-88 and should be [[Page 63855]] submitted on or before November 12, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\13\ --------------------------------------------------------------------------- \13\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2015-26676 Filed 10-20-15; 8:45 am] BILLING CODE 8011-01-P
![63852 Federal Register / Vol. 80, No. 203 / Wednesday, October 21, 2015 / Notices
Internet Web site (http://www.sec.gov/ Commission (‘‘Commission’’) the governs the listing and trading of
rules/sro.shtml). proposed rule change as described in Managed Fund Shares.5 The Funds’
Copies of the submission, all Items I and II below, which Items have Shares are currently listed and traded
subsequent amendments, all written been prepared by the self-regulatory on the Exchange under NYSE Arca
statements with respect to the proposed organization. The Commission is Equities Rule 8.600.
rule change that are filed with the publishing this notice to solicit The Shares are offered by Absolute
Commission, and all written comments on the proposed rule change Shares Trust (the ‘‘Trust’’), a statutory
communications relating to the from interested persons. trust organized under the laws of the
proposed rule change between the State of Delaware and registered with
Commission and any person, other than I. Self-Regulatory Organization’s the Commission as an open-end
those that may be withheld from the Statement of the Terms of Substance of management investment company.6 The
public in accordance with the the Proposed Rule Change investment adviser to the Fund is
provisions of 5 U.S.C. 552, will be The Exchange proposes to change Millington Securities, Inc. (the
available for Web site viewing and representations regarding the names and ‘‘Adviser’’) and WBI Investments, Inc. is
printing in the Commission’s Public principal investments of each of the each Fund’s sub-adviser (‘‘Sub-
Reference Room, 100 F Street NE., following: WBI SMID Tactical Growth Adviser’’).
Washington, DC 20549, on official Shares; WBI SMID Tactical Value
Shares; WBI SMID Tactical Yield Common Fund Strategy and
business days between the hours of
Shares; WBI SMID Tactical Select Characteristics
10:00 a.m. and 3:00 p.m. Copies of such
filing will also be available for Shares; WBI Large Cap Tactical Growth The principal investment objective of
inspection and copying at the principal Shares; WBI Large Cap Tactical Value each Fund is to seek long-term capital
office of the Exchange. All comments Shares; WBI Large Cap Tactical Yield appreciation and the potential for
received will be posted without change; Shares; and WBI Large Cap Tactical current income, while also seeking to
the Commission does not edit personal Select Share (each a ‘‘Fund’’ and, protect principal during unfavorable
identifying information from collectively, the ‘‘Funds’’). Shares of the market conditions. As described in the
submissions. You should submit only Funds have been approved for listing Prior Release, the Sub-Adviser manages
information that you wish to make and trading on the Exchange under each Fund’s portfolio based on a
available publicly. NYSE Arca Equities Rule 8.600. The text proprietary selection process as
All submissions should refer to File of the proposed rule change is available described in the Prior Release (the
No. SR–BATS–2015–86 and should be on the Exchange’s Web site at ‘‘Selection Process’’). The Selection
submitted on or before November 12, www.nyse.com, at the principal office of Process attempts to provide consistent,
2015. the Exchange, and at the Commission’s attractive returns net of expenses with
Public Reference Room. potentially less volatility and risk to
For the Commission, by the Division of
Trading and Markets, pursuant to delegated capital than traditional approaches,
II. Self-Regulatory Organization’s
authority.16 Statement of the Purpose of, and 5 A Managed Fund Share is a security that
Robert W. Errett, Statutory Basis for, the Proposed Rule represents an interest in an investment company
Deputy Secretary. Change registered under the Investment Company Act of
[FR Doc. 2015–26677 Filed 10–20–15; 8:45 am] 1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as
In its filing with the Commission, the an open-end investment company or similar entity
BILLING CODE 8011–01–P
self-regulatory organization included that invests in a portfolio of securities selected by
statements concerning the purpose of, its investment adviser consistent with its
investment objectives and policies. In contrast, an
and basis for, the proposed rule change open-end investment company that issues
SECURITIES AND EXCHANGE
and discussed any comments it received Investment Company Units, listed and traded on
COMMISSION
on the proposed rule change. The text the Exchange under NYSE Arca Equities Rule
[Release No. 34–76161; File No. SR– of those statements may be examined at 5.2(j)(3), seeks to provide investment results that
NYSEArca–2015–88] correspond generally to the price and yield
the places specified in Item IV below. performance of a specific foreign or domestic stock
The Exchange has prepared summaries, index, fixed income securities index or combination
Self-Regulatory Organizations; NYSE set forth in sections A, B, and C below, thereof.
Arca, Inc.; Notice of Filing and of the most significant parts of such 6 The Trust is registered under the 1940 Act. On
Immediate Effectiveness of Proposed statements. December 9, 2013, the Trust filed with the
Rule Change Amending Commission its registration statement on Form
A. Self-Regulatory Organization’s N–1A under the Securities Act of 1933 (15 U.S.C.
Representations Regarding the Names 77a) (‘‘Securities Act’’), and under the 1940 Act
and Principal Investments of Certain Statement of the Purpose of, and the relating to the Funds (File Nos. 333–192733 and
WBI SMID Funds Currently Listed and Statutory Basis for, the Proposed Rule 811–22917) (as amended, the ‘‘Registration
Traded on the Exchange Under NYSE Change Statement’’). The Trust filed supplements to amend
the prospectus contained in the Registration
Arca Equities Rule 8.600 1. Purpose Statement on July 17, 2015 and filed post-effective
October 15, 2015. amendments to the Registration Statement on
The Commission has approved a August 21, 2015, which amendment will become
Pursuant to section 19(b)(1) 1 of the proposed rule change relating to listing effective as of October 31, 2015, reflecting the
Securities Exchange Act of 1934 and trading on the Exchange of shares changes to the Funds described herein. For the
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3 (‘‘Shares’’) of the Funds under NYSE avoidance of doubt, the names and principal
investment strategies of the WBI Tactical Income
notice is hereby given that, on Arca Equities Rule 8.600,4 which Shares and the WBI Tactical High Income Shares,
September 30, 2015, NYSE Arca, Inc. which also are series in the Trust approved in the
tkelley on DSK3SPTVN1PROD with NOTICES
(‘‘Exchange’’ or ‘‘NYSE Arca’’) filed 4 See Securities Exchange Act Release No. 72895 Prior Release, are not being changed. The
with the Securities and Exchange (August 21, 2014), 79 FR 51210 (August 27, 2014) description of the operation of the Trust and the
(SR–NYSEArca–2014–67) (the ‘‘Prior Order’’). The Funds herein is based, in part, on the Registration
16 17
notice with respect to the Prior Order was Statement. In addition, the Commission has issued
CFR 200.30–3(a)(12). published in Securities Exchange Act Release No. an order granting certain exemptive relief to the
1 15 U.S.C. 78s(b)(1). 72526 (July 2, 2014), 79 FR 39035 (July 9, 2014) Trust under the 1940 Act. See Investment Company
2 15 U.S.C. 78a.
(‘‘Prior Notice’’ and, together with the Prior Order, Act Release No. 30543 (May 29, 2013) (File No.
3 17 CFR 240.19b–4. the ‘‘Prior Release’’). 812–13886) (‘‘Exemptive Order’’).
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![Federal Register / Vol. 80, No. 203 / Wednesday, October 21, 2015 / Notices 63853
whatever market conditions may be. the exchange-listed equity securities of In addition, going forward, the Fund’s
Each Fund defines an absolute return small-capitalization and mid- name will change to WBI Tactical SMS
approach to investment management in capitalization domestic and foreign Shares.
this way. The Selection Process companies, cash and Cash Equivalents,
WBI Large Cap Tactical Growth Shares
includes a buy discipline and a sell selected on the basis of the Selection
discipline as described in the Prior Process. As described in the Prior Release,
Release. In this proposed rule change, In addition, going forward, the Fund’s under normal market conditions, the
the Exchange proposes (1) to reflect name will change to WBI Tactical SMG Fund invests at least 80% of its net
changes to the names of Funds from the Shares. assets in the exchange-listed equity
names included in the Prior Release; securities of large capitalization
and (2) to change representations WBI SMID Tactical Value Shares domestic and foreign companies
relating to ‘‘Principal Investments’’ of selected by the Sub-Adviser utilizing
As described in the Prior Release, the Selection Process. Going forward,
each Fund in the Prior Release that each under normal market conditions, the
Fund will invest at least 80% of net the Fund will seek to invest principally
Fund invests at least 80% of its net in the exchange-listed equity securities
assets in specified equity securities to assets in the exchange-listed equity
representations that each Fund will seek of large capitalization domestic and
securities of small-capitalization and foreign companies, cash and Cash
to invest principally in such specified mid-capitalization domestic and foreign
equity securities, cash and ‘‘Cash Equivalents, selected by the Sub-
companies selected by the Sub-Adviser Adviser utilizing the Selection Process.
Equivalents’’ (as described below) when utilizing the Selection Process. Going
it believes this is consistent with each In addition, going forward, the Fund’s
forward, the Fund will seek to invest name will change to WBI Tactical LCG
Fund’s investment objective of principally in the exchange-listed equity
protecting principal.7 For clarity, each Shares.
securities of small-capitalization and
Fund will invest at least 80% of its net mid-capitalization domestic and foreign WBI Large Cap Tactical Value Shares
assets in its principal investment companies, cash and Cash Equivalents,
strategy. As described in the Prior Release,
selected by the Sub-Adviser utilizing under normal market conditions, the
WBI SMID Tactical Growth Shares the Selection Process. Fund invests at least 80% of its net
As described in the Prior Release, In addition, going forward, the Fund’s assets in the exchange-listed equity
under normal market conditions, the name will change to WBI Tactical SMV securities of large capitalization
Fund invests at least 80% of its net Shares. domestic and foreign companies
assets in the exchange-listed equity selected by the Sub-Adviser utilizing
WBI SMID Tactical Yield Shares
securities of small-capitalization and the Selection Process. Going forward,
mid-capitalization domestic and foreign As described in the Prior Release, the Fund will seek to invest principally
companies selected on the basis of the under normal market conditions, the in the exchange-listed equity securities
Selection Process.8 Going forward, the Fund invests at least 80% of its net of large capitalization domestic and
Fund will seek to invest principally in assets in the exchange-listed dividend- foreign companies, cash and Cash
paying equity securities of small- Equivalents, selected by the Sub-
7 Under the Prior Release, the Funds could
capitalization and mid-capitalization Adviser utilizing the Selection Process.
temporarily depart from their respective 80% domestic and foreign companies In addition, going forward, the Fund’s
principal investment strategies and make ‘‘short name will change to WBI Tactical LCV
term investments in cash, cash equivalents, high- selected by the Sub-Adviser utilizing
quality short-term debt securities and money the Selection Process. Going forward, Shares.
market instruments for temporary defensive the Fund will seek to invest principally WBI Large Cap Tactical Yield Shares
purposes in response to adverse market, economic in the exchange-listed dividend-paying
or political conditions. . . . [E]ach Fund could
equity securities of small-capitalization As described in the Prior Release,
acquire the following short-term investments: (1) under normal market conditions, the
Certificates of deposit issued by commercial banks and mid-capitalization domestic and
as well as savings banks or savings and loan foreign companies, cash and Cash Fund invests at least 80% of its net
associations; (2) bankers’ acceptances; (3) time Equivalents, selected by the Sub- assets in the exchange-listed dividend-
deposits; and (4) commercial paper and short-term
Adviser utilizing the Selection Process. paying equity securities of large
notes rated at the time of purchase ‘‘A–2’’ or higher capitalization domestic and foreign
by Standard & Poor’s®, ‘‘Prime-1’’ by Moody’s® In addition, going forward, the Fund’s
Investors Services Inc., or similarly rated by another companies selected by the Sub-Adviser
nationally recognized statistical rating organization,
name will change to WBI Tactical SMY utilizing the Selection Process. Going
or, if unrated, will be determined by the Sub- Shares. forward, the Fund will seek to invest
Adviser to be of comparable quality, as well as U.S. principally in the exchange-listed
Government obligations.’’ Such high-quality short- WBI SMID Tactical Select Shares
term debt securities, money market instruments and dividend-paying equity securities of
the investments enumerated above are hereinafter As described in the Prior Release, large capitalization domestic and
collectively referred to as ‘‘Cash Equivalents’’. In under normal market conditions, the foreign companies, cash and Cash
this proposed rule change, Cash Equivalents will be Fund invests at least 80% of its net Equivalents, selected by the Sub-
included in each Fund’s principal investment assets in the exchange-listed equity
strategy and no longer only for temporary defensive Adviser utilizing the Selection Process.
purposes. Intra-day price information for Cash securities of small-capitalization and In addition, going forward, the Fund’s
Equivalents will be available from major market mid-capitalization domestic and foreign name will change to WBI Tactical LCY
data vendors. companies selected by the Sub-Adviser Shares.
8 The Adviser represents that the Adviser and the
utilizing the Selection Process. Going
Sub-Adviser have managed and will continue to WBI Large Cap Tactical Select Shares
tkelley on DSK3SPTVN1PROD with NOTICES
manage the Funds in the manner described in the
forward, the Fund will seek to invest
Prior Release, and will not implement the changes principally in the exchange-listed equity As described in the Prior Release,
described herein until the instant proposed rule securities of small-capitalization and under normal market conditions, the
change is operative. The change to the name of the mid-capitalization domestic and foreign Fund invests at least 80% of its net
Funds and to the Funds’ investments as described
herein will be effective upon the filing an
companies, cash and Cash Equivalents, assets in the exchange-listed equity
additional amendment to the Registration selected by the Sub-Adviser utilizing securities of large capitalization
Statement. the Selection Process. domestic and foreign companies
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![Federal Register / Vol. 80, No. 203 / Wednesday, October 21, 2015 / Notices 63855
submitted on or before November 12, The text of the proposed rule change With respect to an SCI entity’s BC/DR
2015. is available at the Exchange’s Web site plans, including its backup systems,
For the Commission, by the Division of at www.batstrading.com, at the paragraph (a) of Rule 1004 of Regulation
Trading and Markets, pursuant to delegated principal office of the Exchange, and at SCI requires each SCI entity to:
authority.13 the Commission’s Public Reference ‘‘[e]stablish standards for the
Robert W. Errett, Room. designation of those members or
Deputy Secretary. participants that the SCI entity
II. Self-Regulatory Organization’s reasonably determines are, taken as a
[FR Doc. 2015–26676 Filed 10–20–15; 8:45 am] Statement of the Purpose of, and whole, the minimum necessary for the
BILLING CODE 8011–01–P Statutory Basis for, the Proposed Rule maintenance of fair and orderly markets
Change in the event of the activation of such
SECURITIES AND EXCHANGE In its filing with the Commission, the plans.’’ 8 Paragraph (b) of Rule 1004
COMMISSION Exchange included statements further requires each SCI entity to
concerning the purpose of and basis for ‘‘[d]esignate members or participants
the proposed rule change and discussed pursuant to the standards established in
[Release No. 34–76163; File No. SR–BYX–
2015–44]
any comments it received on the paragraph (a) of [Rule 1004] and require
proposed rule change. The text of these participation by such designated
Self-Regulatory Organizations; BATS statements may be examined at the members or participants in scheduled
Y-Exchange, Inc.; Notice of Filing and places specified in Item IV below. The functional and performance testing of
Immediate Effectiveness of a Proposed Exchange has prepared summaries, set the operation of such plans, in the
Rule Change to Adopt Rule 2.4, forth in sections A, B, and C below, of manner and frequency specified by the
Mandatory Participation in Testing of the most significant parts of such SCI entity, provided that such frequency
Backup Systems statements. shall not be less than once every 12
months.’’ 9 In order to comply with Rule
October 15, 2015. A. Self-Regulatory Organization’s 1004 of Regulation SCI, the Exchange
Pursuant to section 19(b)(1) of the Statement of the Purpose of, and proposes to adopt Rule 2.4, governing
Securities Exchange Act of 1934 (the Statutory Basis for, the Proposed Rule mandatory participation in testing of
‘‘Act’’),1 and Rule 19b–4 thereunder,2 Change Exchange backup systems, as described
notice is hereby given that on October 1. Purpose below. The Exchange proposes to delete
2, 2015, BATS Y-Exchange, Inc. (the current Rule 2.4 in its entirety because
As adopted by the Commission, such rule was applicable to a waive-in
‘‘Exchange’’ or ‘‘BYX’’) filed with the
Regulation SCI applies to certain self- process offered by the Exchange when it
Securities and Exchange Commission
regulatory organizations (including the commenced operations and is now
(‘‘Commission’’) the proposed rule
Exchange), alternative trading systems obsolete.
change as described in Items I and II
(‘‘ATSs’’), plan processors, and exempt First, in paragraph (a) of Rule 2.4, the
below, which Items have been prepared
clearing agencies (collectively, ‘‘SCI Exchange proposes to include language
by the Exchange. The Exchange has
entities’’), and will require these SCI from paragraph (a) of Rule 1004 of
designated this proposal as a ‘‘non-
entities to comply with requirements Regulation SCI to summarize the
controversial’’ proposed rule change
with respect to the automated systems Exchange’s obligation pursuant to such
pursuant to section 19(b)(3)(A) of the
central to the performance of their rule. Specifically, the Exchange
Act 3 and Rule 19b–4(f)(6)(iii)
regulated activities. Among the proposes to state that ‘‘[p]ursuant to
thereunder,4 which renders it effective
requirements of Regulation SCI is Rule Regulation SCI and with respect to the
upon filing with the Commission. The
1001(a)(2)(v), which requires the Exchange’s business continuity and
Commission is publishing this notice to
Exchange and other SCI entities to disaster recovery plans, including its
solicit comments on the proposed rule
maintain ‘‘[b]usiness continuity and backup systems, the Exchange is
change from interested persons.
disaster recovery plans that include required to establish standards for the
I. Self-Regulatory Organization’s maintaining backup and recovery designation of Members that the
Statement of the Terms of Substance of capabilities sufficiently resilient and Exchange reasonably determines are,
the Proposed Rule Change geographically diverse and that are taken as a whole, the minimum
The Exchange filed a proposal to reasonably designed to achieve next necessary for the maintenance of fair
adopt business continuity and disaster business day resumption of trading and and orderly markets in the event of the
recovery plans (‘‘BC/DR plans’’) testing two-hour resumption of critical SCI activation of such plans.’’ The Exchange
requirements for certain Exchange systems following a wide-scale further proposes that paragraph (a)
Members 5 in connection with disruption.’’ 7 The Exchange takes pride indicate that the ‘‘Exchange has
Regulation Systems Compliance and in the reliability and availability of its established standards and will designate
Integrity (‘‘Regulation SCI’’), as further systems. Historically, Exchange systems Members according to those standards’’
described below.6 have been up and available more than as set forth in the proposed Rule. In
99.9% of the time; yet as a precaution, addition, the Exchange proposes to
13 17
the Exchange has put extensive time make clear that all Members are
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
and resources toward planning for permitted to connect to the Exchange’s
2 17 CFR 240.19b–4. system failures and already maintains backup systems as well as to participate
3 15 U.S.C. 78s(b)(3)(A). robust BC/DR plans consistent with the in testing of such systems. Proposed
tkelley on DSK3SPTVN1PROD with NOTICES
4 17 CFR 240.19b–4(f)(6)(iii). Rule. As set forth below, in connection paragraph (a) is consistent with the
5 The term ‘‘Member’’ is defined as ‘‘any with Regulation SCI, the Exchange is Commission’s adoption of Regulation
registered broker or dealer that has been admitted proposing to require certain Members to SCI, which encouraged ‘‘SCI entities to
to membership in the Exchange.’’ See Exchange
Rule 1.5(n).
participate in testing of the operation of permit non-designated members or
6 See Securities Exchange Act Release No. 73639 the Exchange’s BC/DR plans.
8 17 CFR 242.1004(a).
(November 19, 2014), 79 FR 72252 (December 5,
2014) (‘‘SCI Adopting Release’’). 7 17 CFR 242.1001(a)(2)(v). 9 17 CFR 242.1004(b).
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Document Created: 2018-02-27 08:54:21
Document Modified: 2018-02-27 08:54:21
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 80 FR 63852 |
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