81_FR_2292 81 FR 2282 - Self-Regulatory Organizations; BATS Exchange, Inc., Notice of Filing of Proposed Rule Change To List and Trade Shares of the SPDR DoubleLine Emerging Markets Fixed Income ETF of the SSgA Active Trust

81 FR 2282 - Self-Regulatory Organizations; BATS Exchange, Inc., Notice of Filing of Proposed Rule Change To List and Trade Shares of the SPDR DoubleLine Emerging Markets Fixed Income ETF of the SSgA Active Trust

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 10 (January 15, 2016)

Page Range2282-2291
FR Document2016-00639

Federal Register, Volume 81 Issue 10 (Friday, January 15, 2016)
[Federal Register Volume 81, Number 10 (Friday, January 15, 2016)]
[Notices]
[Pages 2282-2291]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-00639]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76862; File No. SR-BATS-2015-94]


Self-Regulatory Organizations; BATS Exchange, Inc., Notice of 
Filing of Proposed Rule Change To List and Trade Shares of the SPDR 
DoubleLine Emerging Markets Fixed Income ETF of the SSgA Active Trust

January 11, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on December 28, 2015, BATS Exchange, Inc. (the ``Exchange'' or 
``BATS'') 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 Exchange. 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\ 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 is proposing a rule change to list and trade shares of 
the SPDR[supreg] DoubleLine[supreg] Emerging Markets Fixed Income ETF 
(the ``Fund'') of the SSgA Active Trust (the ``Trust'') under BATS Rule 
14.11(i) (``Managed Fund Shares''). The shares of the Fund are 
collectively referred to herein as the ``Shares.''
    The text of the proposed rule change is available at the Exchange's 
Web site at www.batstrading.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 Exchange 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 these 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade the Shares under BATS Rule 
14.11(i), which governs the listing and trading of Managed Fund Shares 
on the Exchange.\3\ The Fund will be an actively managed fund. The 
Shares will be offered by the Trust, which was established as a 
Massachusetts business trust on March 30, 2011. The Trust is registered 
with the Commission as an open-end investment company and has filed a 
registration statement on behalf of the Fund on Form N-1A 
(``Registration Statement'') with the Commission.\4\
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    \3\ The Commission approved BATS Rule 14.11(i) in Securities 
Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 
(September 6, 2011) (SR-BATS-2011-018).
    \4\ See Registration Statement on Form N-1A for the Trust, dated 
October 8, 2015 (File Nos. 333-173276 and 811-22542). The 
descriptions of the Fund and the Shares contained herein are based, 
in part, on information in the Registration Statement. The 
Commission has issued an order granting certain exemptive relief to 
the Trust under the Investment Company Act of 1940 (15 U.S.C. 80a-1) 
(``1940 Act'') (the ``Exemptive Order''). See Investment Company Act 
Release No. 29524 (December 13, 2010) (File No. 812-13487).
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Description of the Shares and the Fund
    SSGA Funds Management, Inc. will be the investment adviser (``SSGA 
FM'' or ``Adviser'') to the Fund. The Adviser will serve as the 
administrator for the Fund (the ``Administrator''). DoubleLine Capital 
LP will be the Fund's sub-adviser (``Sub-Adviser''). State Street 
Global Markets, LLC (the ``Distributor'') will be the principal 
underwriter and distributor of the Fund's Shares. State Street Bank and 
Trust Company (the ``Sub-Administrator'', ``Custodian'', ``Transfer 
Agent'' or ``Lending Agent'') will serve as sub-administrator, 
custodian, transfer agent, and, where applicable, lending agent for the 
Fund.

[[Page 2283]]

    BATS Rule 14.11(i)(7) provides that, if the investment adviser to 
the investment company issuing Managed Fund Shares is affiliated with a 
broker-dealer, such investment adviser shall erect a ``fire wall'' 
between the investment adviser and the broker-dealer with respect to 
access to information concerning the composition and/or changes to such 
investment company portfolio.\5\ In addition, Rule 14.11(i)(7) further 
requires that personnel who make decisions on the investment company's 
portfolio composition must be subject to procedures designed to prevent 
the use and dissemination of material nonpublic information regarding 
the applicable investment company portfolio. Rule 14.11(i)(7) is 
similar to BATS Rule 14.11(b)(5)(A)(i), however, Rule 14.11(i)(7) in 
connection with the establishment of a ``fire wall'' between the 
investment adviser and the broker-dealer reflects the applicable open-
end fund's portfolio, not an underlying benchmark index, as is the case 
with index-based funds. The Adviser and Sub-Adviser are not registered 
as a broker-dealer but the Adviser is affiliated with a broker-dealer 
and has implemented a ``fire wall'' with respect to such broker-dealer 
regarding access to information concerning the composition and/or 
changes to the Fund's portfolio. The Sub-Adviser is not affiliated with 
a broker-dealer. In the event (a) the Adviser or Sub-Adviser becomes 
registered as a broker-dealer or newly affiliated with a broker-dealer, 
or (b) any new adviser or sub-adviser is a registered broker-dealer or 
becomes affiliated with a broker-dealer, it will implement a fire wall 
with respect to its relevant personnel or broker-dealer affiliate 
regarding access to information concerning the composition and/or 
changes to the portfolio, and will be subject to procedures designed to 
prevent the use and dissemination of material non-public information 
regarding such portfolio.
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    \5\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, the Adviser and its related personnel as well 
as the Sub-Adviser and its related personnel are subject to the 
provisions of Rule 204A-1 under the Advisers Act relating to codes 
of ethics. This Rule requires investment advisers to adopt a code of 
ethics that reflects the fiduciary nature of the relationship to 
clients as well as compliance with other applicable securities laws. 
Accordingly, procedures designed to prevent the communication and 
misuse of non-public information by an investment adviser must be 
consistent with Rule 204A-1 under the Advisers Act. In addition, 
Rule 206(4)-7 under the Advisers Act makes it unlawful for an 
investment adviser to provide investment advice to clients unless 
such investment adviser has (i) adopted and implemented written 
policies and procedures reasonably designed to prevent violation, by 
the investment adviser and its supervised persons, of the Advisers 
Act and the Commission rules adopted thereunder; (ii) implemented, 
at a minimum, an annual review regarding the adequacy of the 
policies and procedures established pursuant to subparagraph (i) 
above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
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SPDR[supreg] DoubleLine Emerging Markets Fixed Income ETF
    According to the Registration Statement, the Fund will seek to 
provide high total return from current income and capital appreciation. 
To achieve its objective, the Fund will invest, under normal 
circumstances, at least 80% of its net assets (plus the amount of 
borrowings for investment purposes) in emerging market fixed income 
securities, as described further in the Principal Holding, Other 
Portfolio Holdings, and Investment Restrictions sections below.\6\ The 
Fund is an actively-managed fund that does not seek to replicate the 
performance of a specified index.
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    \6\ Generally, as used in this proposed rule change, the terms 
debt security, debt obligation, bond, fixed income instrument and 
fixed income security are used interchangeably. These terms should 
be considered to include any evidence of indebtedness, including, by 
way of example, a security or instrument having one or more of the 
following characteristics: A security or instrument issued at a 
discount to its face value, a security or instrument that pays 
interest at a fixed, floating, or variable rate, or a security or 
instrument with a stated principal amount that requires repayment of 
some or all of that principal amount to the holder of the security. 
These terms are interpreted broadly to include any instrument or 
security evidencing what is commonly referred to as an IOU rather 
than evidencing the corporate ownership of equity unless that equity 
represents an indirect or derivative interest in one or more debt 
securities. For this purpose, the terms also include instruments 
that are intended to provide one or more of the characteristics of a 
direct investment in one or more debt securities.
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    Under normal market conditions, the Sub-Adviser intends to seek to 
construct an investment portfolio with a weighted average effective 
duration of no less than two years and no more than eight years. The 
effective duration of the portfolio may vary materially from its 
target, from time to time, and there is no assurance that the effective 
duration of the Fund's investment portfolio will not exceed its target.
    The Fund may invest without limit in investments denominated in any 
currency, but currently expects to invest a substantial amount of its 
assets in investments denominated in the U.S. dollar. Securities held 
by the Fund may be sold at any time. By way of example, sales may occur 
when the Sub-Adviser perceives deterioration in the credit fundamentals 
of the issuer, when the Sub-Adviser believes there are negative macro 
geo-political considerations that may affect the issuer, when the Sub-
Adviser determines to take advantage of a better investment 
opportunity, or the individual security has reached the Sub-Adviser's 
sell target.
    In allocating investments among various emerging market countries, 
the Sub-Adviser attempts to analyze internal political, market and 
economic factors. These factors may include public finances, monetary 
policy, external accounts, financial markets, foreign investment 
regulations, stability of exchange rate policy, and labor conditions. 
In certain situations or market conditions, the Fund may temporarily 
depart from its normal investment policies and strategies provided that 
the alternative is in the best interest of the Fund. For example, the 
Fund may hold a higher than normal proportion of its assets in cash in 
times of extreme market stress.
Principal Holdings
    The Fund intends to achieve its investment objective by investing, 
under normal circumstances,\7\ at least 80% of its net assets (plus the 
amount of borrowings for investment purposes) in fixed income 
instruments (``Fixed Income Securities''), subject to certain limits 
described below. For purposes of this filing, Fixed Income Securities 
will be, where applicable and unless otherwise noted, U.S. dollar-
denominated and are defined as the following instruments: Fixed income 
securities issued or guaranteed by foreign corporations or foreign 
governments, including securities issued or guaranteed by companies 
(including hybrid securities),\8\ financial institutions, or government 
entities in emerging market countries; corporate or government bonds; 
sovereign debt; structured securities; \9\ foreign currency

[[Page 2284]]

transactions; certain derivatives; exchange-traded foreign equity 
securities and preferred securities; zero coupon bonds; credit linked 
notes; pass through notes; bank loans; \10\ perpetual maturity bonds; 
and convertible securities. Fixed Income Securities may have fixed or 
variable interest rates \11\ and any maturity.
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    \7\ The term ``under normal circumstances'' includes, but is not 
limited to, the absence of extreme volatility or trading halts in 
the fixed income markets or the financial markets generally; 
operational issues causing dissemination of inaccurate market 
information; or force majeure type events such as systems failure, 
natural or man-made disaster, act of God, armed conflict, act of 
terrorism, riot or labor disruption or any similar intervening 
circumstance.
    \8\ A third party or the Sub-Adviser may create a hybrid 
security by combining an income-producing debt security and the 
right to receive payment based on the change in the price of an 
equity security. The Fund may invest in hybrid securities related to 
emerging market countries.
    \9\ Structured securities generally includes [sic] privately-
issued and publicly-issued structured securities, including certain 
publicly-issued structured securities that are not agency 
securities. Examples include, but are not limited to: Asset-backed 
securities backed by assets such as consumer receivables, credit 
cards, student loans, and equipment leases; asset-backed commercial 
paper; credit linked notes; and secured funding notes.
    \10\ The Fund may invest up to 20% of its portfolio in junior 
bank loans.
    \11\ A variable rate security provides for the automatic 
establishment of a new interest rate on set dates. Variable rate 
obligations whose interest is readjusted no less frequently than 
annually will be deemed to have a maturity equal to the period 
remaining until the next readjustment of the interest rate. The Fund 
may also purchase floating rate securities. A floating rate security 
provides for the automatic adjustment of its interest rate whenever 
a specified interest rate changes. Interest rates on these 
securities are ordinarily tied to, and are a percentage of, a widely 
recognized interest rate, such as the yield on 90-day U.S. Treasury 
bills or the prime rate of a specified bank. These rates may change 
as often as twice daily.
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    The Fund will generally invest in Fixed Income Securities from at 
least five emerging market countries,\12\ with no more than 20% 
allocated to a single country. The Fund may invest in Fixed Income 
Securities of any credit quality, but seeks to invest no more than 20%, 
at the time of investment, in Fixed Income Securities that are unrated, 
rated BB+ or lower by Standard & Poor's Rating Service or Ba1 or lower 
by Moody's Investor Service, Inc. or the equivalent by any other 
nationally recognized statistical rating organization. Corporate bonds 
and certain other Fixed Income Securities rated below investment grade, 
or such instruments that are unrated and are determined by the Sub-
Adviser to be of comparable quality, are high yield, high risk bonds, 
commonly known as junk bonds.
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    \12\ An ``emerging market country'' is a country that, at the 
time the Fund invests in the related fixed income instruments, is 
classified as an emerging or developing economy by any supranational 
organization such as the World Bank or the United Nations, or 
related entities, or is considered an emerging market country for 
purposes of constructing a major emerging market securities index.
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    The Fund may invest in corporate bonds.\13\ The investment return 
of corporate bonds reflects interest on the bond and changes in the 
market value of the bond. The market value of a corporate bond may be 
affected by the credit rating of the corporation, the corporation's 
performance and perceptions of the corporation in the market place. 
Such corporate bonds may be investment grade or may be below investment 
grade.
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    \13\ While the Fund is permitted to invest without restriction 
in corporate bonds, the Sub-Adviser expects that, under normal 
circumstances, the Fund will generally seek to invest in corporate 
bond issuances that have at least $100,000,000 par amount 
outstanding. Further, component corporate bonds that in the 
aggregate account for at least 75% of the weight of corporate bonds 
will have a minimum original principal outstanding of $100 million 
or more.
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    The Fund may purchase exchange-traded common stocks and exchange-
traded preferred securities of foreign corporations. The Fund's 
investments in common stock of foreign corporations may also be in the 
form of American Depositary Receipts (``ADRs''), Global Depositary 
Receipts (``GDRs'') and European Depositary Receipts (``EDRs'') 
(collectively ``Depositary Receipts'').\14\
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    \14\ Depositary Receipts are receipts, typically issued by a 
bank or trust company, which evidence ownership of underlying 
securities issued by a foreign corporation. For ADRs, the depository 
is typically a U.S. financial institution and the underlying 
securities are issued by a foreign issuer. For other Depositary 
Receipts, the depository may be a foreign or a U.S. entity, and the 
underlying securities may have a foreign or a U.S. issuer. 
Depositary Receipts will not necessarily be denominated in the same 
currency as their underlying securities. Generally, ADRs, in 
registered form, are designed for use in the U.S. securities market, 
and EDRs, in bearer form, are designated for use in European 
securities markets. GDRs are tradable both in the United States and 
in Europe and are designed for use throughout the world. The Fund 
may invest in sponsored or unsponsored ADRs; however, not more than 
10% of the net assets of the Fund will be invested in unsponsored 
ADRs. All exchange-traded equity securities in which the Fund may 
invest will trade on markets that are members of the Intermarket 
Surveillance Group (``ISG'') or that have entered into a 
comprehensive surveillance agreement with the Exchange.
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    The Fund may invest in sovereign debt. Sovereign debt obligations 
are issued or guaranteed by foreign governments or their agencies. 
Sovereign debt may be in the form of conventional securities or other 
types of debt instruments such as loans or loan participations. 
Sovereign debt obligations may be either investment grade or below 
investment grade.
    The Fund may conduct foreign currency transactions on a spot (i.e., 
cash) or forward basis (i.e., by entering into forward contracts to 
purchase or sell foreign currencies). The Fund may also invest in the 
following derivatives: Foreign currency futures; credit default swaps; 
and options, swaps, futures, and forward contracts on Fixed Income 
Securities. These practices may be used to hedge the Fund's portfolio 
as well as for investment purposes; however, such practices sometimes 
may reduce returns or increase volatility. All such derivatives will be 
exchange traded or centrally cleared.
    In the case of a credit default swap (``CDS''), the contract gives 
one party (the buyer) the right to recoup the economic value of a 
decline in the value of debt securities of the reference issuer if the 
credit event (a downgrade or default) occurs. This value is obtained by 
delivering a debt security of the reference issuer to the party in 
return for a previously agreed payment from the other party 
(frequently, the par value of the debt security).\15\
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    \15\ The Fund will enter into CDS agreements only with 
counterparties that meet certain standards of creditworthiness.
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    CDSs may require initial premium (discount) payments as well as 
periodic payments (receipts) related to the interest leg of the swap or 
to the default of a reference obligation. The Fund will segregate 
assets necessary to meet any accrued payment obligations when it is the 
buyer of CDSs. In cases where the Fund is a seller of a CDS, if the CDS 
is physically settled or cash settled, the Fund will be required to 
segregate the full notional amount of the CDS. Such segregation will 
not limit the Fund's exposure to loss.
Other Portfolio Holdings
    While the Adviser and Sub-Adviser, under normal circumstances, will 
invest at least 80% of the Fund's net assets in the instruments 
described above, the Adviser and Sub-Adviser may invest up to 20% of 
the Fund's net assets in other securities and financial instruments, as 
described below.
    The Fund may invest in U.S. Government obligations. U.S. Government 
obligations are a type of bond. U.S. Government obligations include 
securities issued or guaranteed as to principal and interest by the 
U.S. Government, its agencies or instrumentalities.
    The Fund may invest in U.S. equity securities. Equity securities 
are securities that represent an ownership interest (or the right to 
acquire such an interest) in a company and include common and preferred 
stock. The Fund's investments in such U.S. equity securities may 
include securities traded over-the-counter as well as those traded on a 
securities exchange.
    The Fund may invest in repurchase agreements with commercial banks, 
brokers or dealers to generate income from its excess cash balances and 
to invest securities lending cash collateral. A repurchase agreement is 
an agreement under which a fund acquires a financial instrument (e.g., 
a security issued by the U.S. Government or an agency thereof, a 
banker's acceptance or a certificate of deposit) from a seller, subject 
to resale to the seller at an agreed upon price and date (normally, the 
next business day).

[[Page 2285]]

    The Fund may also enter into reverse repurchase agreements, which 
involve the sale of securities with an agreement to repurchase the 
securities at an agreed-upon price, date and interest payment and have 
the characteristics of borrowing. The Fund's exposure to reverse 
repurchase agreements will be covered by securities having a value 
equal to or greater than such commitments. Under the 1940 Act, reverse 
repurchase agreements are considered borrowings. Although there is no 
limit on the percentage of Fund assets that can be used in connection 
with reverse repurchase agreements, the Fund does not expect to engage, 
under normal circumstances, in reverse repurchase agreements with 
respect to more than 10% of its net assets.
    The Fund may lend its portfolio securities in an amount not to 
exceed 33\1/3%\ of the value of its total assets via a securities 
lending program through the Lending Agent, to brokers, dealers and 
other financial institutions desiring to borrow securities to complete 
transactions and for other purposes. A securities lending program 
allows the Fund to receive a portion of the income generated by lending 
its securities and investing the respective collateral. The Fund will 
receive collateral for each loaned security which is at least equal to 
102% of the market value of that security, marked to market each 
trading day.
    The Fund may invest in convertible securities traded on an exchange 
or OTC. Convertible securities are bonds, debentures, notes, or other 
securities that may be converted or exchanged (by the holder or by the 
issuer) into shares of the underlying common stock (or cash or 
securities of equivalent value) at a stated exchange ratio.
    In addition to repurchase agreements, the Fund may invest in short-
term instruments, including money market instruments, (including money 
market funds advised by the Adviser), cash and cash equivalents, on an 
ongoing basis to provide liquidity or for other reasons. Money market 
instruments are generally short-term investments that may include but 
are not limited to: (i) Shares of money market funds (including those 
advised by the Adviser); (ii) obligations issued or guaranteed by the 
U.S. government, its agencies or instrumentalities (including 
government-sponsored enterprises); (iii) negotiable certificates of 
deposit (``CDs''), bankers' acceptances, fixed time deposits and other 
obligations of U.S. and foreign banks (including foreign branches) and 
similar institutions; (iv) commercial paper rated at the date of 
purchase ``Prime-1'' by Moody's or ``A-1'' by S&P, or if unrated, of 
comparable quality as determined by the Adviser; (v) non-convertible 
corporate debt securities (e.g., bonds and debentures) with remaining 
maturities at the date of purchase of not more than 397 days and that 
satisfy the rating requirements set forth in Rule 2a-7 under the 1940 
Act; and (vi) short-term U.S. dollar- denominated obligations of 
foreign banks (including U.S. branches) that, in the opinion of the 
Adviser, are of comparable quality to obligations of U.S. banks which 
may be purchased by the Fund. Any of these instruments may be purchased 
on a current or a forward-settled basis. Time deposits are non- 
negotiable deposits maintained in banking institutions for specified 
periods of time at stated interest rates. Bankers' acceptances are time 
drafts drawn on commercial banks by borrowers, usually in connection 
with international transactions.
    The Fund may invest in Restricted Securities. Restricted Securities 
are securities that are not registered under the Securities Act, but 
which can be offered and sold to ``qualified institutional buyers'' 
under Rule 144A under the Securities Act or securities purchased after 
the lapse of the appropriate distribution compliance period under 
Regulation S under the Securities Act.
    The Fund may invest in the securities of other investment 
companies, including affiliated funds and money market funds, subject 
to applicable limitations under Section 12(d)(1) of the 1940 Act.
Investment Restrictions
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
including Restricted Securities deemed illiquid by the Adviser or Sub-
Adviser \16\ under the 1940 Act.\17\ The Fund will monitor its 
portfolio liquidity on an ongoing basis to determine whether, in light 
of current circumstances, an adequate level of liquidity is being 
maintained, and will consider taking appropriate steps in order to 
maintain adequate liquidity if, through a change in values, net assets, 
or other circumstances, more than 15% of the Fund's net assets are held 
in illiquid assets. Illiquid assets include securities subject to 
contractual or other restrictions on resale and other instruments that 
lack readily available markets as determined in accordance with 
Commission staff guidance.
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    \16\ In reaching liquidity decisions, the Adviser and Sub-
Adviser may consider factors including: The frequency of trades and 
quotes for the security; the number of dealers wishing to purchase 
or sell the security and the number of other potential purchasers; 
dealer undertakings to make a market in the security; the nature of 
the security and the nature of the marketplace in which it trades 
(e.g., the time needed to dispose of the security, the method of 
soliciting offers, and the mechanics of transfer).
    \17\ The Commission has stated that long-standing Commission 
guidelines have required open-end funds to hold no more than 15% of 
their net assets in illiquid securities and other illiquid assets. 
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 
14618 (March 18, 2008), footnote 34. See also, Investment Company 
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 
1970) (Statement Regarding ``Restricted Securities''); Investment 
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio 
security is illiquid if it cannot be disposed of in the ordinary 
course of business within seven days at approximately the value 
ascribed to it by the fund. See Investment Company Act Release No. 
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting 
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act 
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) 
(adopting Rule 144A under the Securities Act of 1933).
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    The Fund intends to qualify each year as a regulated investment 
company (a ``RIC'') under Subchapter M of the Internal Revenue Code of 
1986, as amended.\18\ The Fund will invest its assets, and otherwise 
conduct its operations, in a manner that is intended to satisfy the 
qualifying income, diversification, and distribution requirements 
necessary to establish and maintain RIC qualification under Subchapter 
M.
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    \18\ 26 U.S.C. 851.
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    The Fund's investments will be consistent with its investment 
objective and will not be used to seek to achieve leveraged or inverse 
leveraged returns (i.e. two times or three times the Fund's benchmark).
Net Asset Value
    According to the Registration Statement, the net asset value 
(``NAV'') of the Fund's Shares generally will be calculated once daily 
Monday through Friday as of the close of regular trading on the 
Exchange, generally 4:00 p.m. Eastern Time (the ``NAV Calculation 
Time'') on each day that the Exchange is open for trading, based on 
prices at the NAV Calculation Time. NAV per Share is calculated by 
dividing the Fund's net assets by the number of Fund Shares 
outstanding. The Fund's net assets are valued primarily on the basis of 
market quotations. Expenses and fees, including the management fees, 
will be accrued daily and taken into account for purposes of 
determining NAV.
    Restricted Securities, repurchase agreements, and reverse 
repurchase agreements will generally be valued at bid prices received 
from independent pricing services as of the announced

[[Page 2286]]

closing time for trading in such instruments. Spot currency 
transactions will generally be valued at mid prices received from an 
independent pricing service converted into U.S. dollars at current 
market rates on the date of valuation. Foreign currency forwards 
normally will be valued on the basis of quotes obtained from broker-
dealers or third party pricing services.
    According to the Adviser, U.S. Government obligations; U.S.-
registered, dollar-denominated bonds of foreign corporations, 
governments, agencies and supra-national entities; sovereign debt; 
corporate bonds; and short-term instruments will generally be valued at 
bid prices received from independent pricing services as of the 
announced closing time for trading in such instruments in the 
respective market. In determining the value of such instruments, 
pricing services determine valuations for normal institutional-size 
trading units of such securities using valuation models or matrix 
pricing, which incorporates yield and/or price with respect to bonds 
that are considered comparable in characteristics such as rating, 
interest rate and maturity date and quotations from securities dealers 
to determine current value. Investments having a maturity of 60 days or 
less are generally valued at amortized cost.
    Listed futures will generally be valued at the settlement price 
determined by the applicable exchange. Listed options will generally be 
valued at the last sale price on the applicable exchange. Non-exchange 
traded derivatives, including OTC-traded options, swaps, forwards, and 
structured investments, will normally be valued on the basis of 
quotations or equivalent indication of value supplied by a third-party 
pricing service or broker-dealer who makes markets in such instruments. 
The Fund's OTC-traded derivative instruments will generally be valued 
at bid prices.
    Common stocks and other exchange-traded equity securities 
(including shares of preferred securities, convertible securities, and 
exchange traded investment companies (``ETPs'')) generally will be 
valued at the last reported sale price or the official closing price on 
that exchange where the security is primarily traded on the day that 
the valuation is made. Foreign equities and exchange-listed Depositary 
Receipts will be valued at the last sale or official closing price on 
the relevant exchange on the valuation date. If, however, neither the 
last sale price nor the official closing price is available, each of 
these securities will be valued at either the last reported sale price 
or official closing price as of the close of regular trading of the 
principal market on which the security is listed. Unsponsored ADRs, 
which are traded in the OTC market, will be valued at the last reported 
sale price from the OTC Bulletin Board or OTC Link LLC on the valuation 
date. OTC-traded preferred securities and OTC-traded convertible 
securities will be valued based on price quotations obtained from a 
broker-dealer who makes markets in such securities or other equivalent 
indications of value provided by a third-party pricing service. 
Securities of non-exchange traded investment companies will be valued 
at NAV.
    According to the Registration Statement, in the event that current 
market valuations are not readily available or are deemed unreliable, 
the Trust's procedures require the Oversight Committee (``Committee'') 
to determine a security's fair value, in accordance with the 1940 
Act.\19\ In determining such value, the Committee may consider, among 
other things, (i) price comparisons among multiple sources, (ii) a 
review of corporate actions and news events, and (iii) a review of 
relevant financial indicators (e.g., movement in interest rates and 
market indices). In these cases, the Fund's NAV may reflect certain 
portfolio securities' fair values rather than their market prices.
---------------------------------------------------------------------------

    \19\ If a security's market price is not readily available or is 
deemed unreliable, the security will be valued by another method 
that the Board believes will better reflect fair value in accordance 
with the Trust's valuation policies and procedures and in accordance 
with the 1940 Act. The Board has delegated the process of valuing 
securities for which market quotations are not readily available or 
are deemed unreliable to the Committee. The Committee, subject to 
oversight by the Board, may use fair value pricing in a variety of 
circumstances, including but not limited to, situations when trading 
in a security has been suspended or halted. Accordingly, the Fund's 
NAV may reflect certain securities' fair values rather than their 
market prices. Fair value pricing involves subjective judgments and 
it is possible that the fair value determination for a security is 
materially different than the value that could be received on the 
sale of the security. The Committee has implemented procedures 
designed to prevent the use and dissemination of material, non-
public information regarding the Fund.
---------------------------------------------------------------------------

Creation and Redemption of Shares
    The NAV of Shares of the Fund will be determined once each business 
day, normally 4:00 p.m. Eastern time. The Fund currently anticipates 
that a Creation Unit will consist of 50,000 Shares, though this number 
may change from time to time, including prior to the listing of the 
Fund. The exact number of Shares that will comprise a Creation Unit 
will be disclosed in the Registration Statement of the Fund. The Trust 
will issue and sell Shares of the Fund only in Creation Units on a 
continuous basis, without a sales load (but subject to transaction 
fees), at their NAV per Share next determined after receipt of an 
order, on any business day, in proper form. Creation and redemption 
will typically occur in cash, however, the Trust retains discretion to 
conduct such transactions on an in-kind basis or a combination of cash 
and in-kind, as further described below.
    The consideration for purchase of a Creation Unit of the Fund 
generally will consist of either (i) the in-kind deposit of a 
designated portfolio of securities (the ``Deposit Securities'') per 
each Creation Unit and the Cash Component (defined below), computed as 
described below, or (ii) the cash value of the Deposit Securities 
(``Deposit Cash'') and the ``Cash Component,'' computed as described 
below. When accepting purchases of Creation Units for cash, the Fund 
may incur additional costs associated with the acquisition of Deposit 
Securities that would otherwise be provided by an in-kind purchaser. 
Together, the Deposit Securities or Deposit Cash, as applicable, and 
the Cash Component constitute the ``Fund Deposit,'' which represents 
the minimum initial and subsequent investment amount for a Creation 
Unit of the Fund. The ``Cash Component'' is an amount equal to the 
difference between the NAV of the Shares (per Creation Unit) and the 
market value of the Deposit Securities or Deposit Cash, as applicable. 
If the Cash Component is a positive number (i.e., the NAV per Creation 
Unit exceeds the market value of the Deposit Securities or Deposit 
Cash, as applicable), the Cash Component shall be such positive amount. 
If the Cash Component is a negative number (i.e., the NAV per Creation 
Unit is less than the market value of the Deposit Securities or Deposit 
Cash, as applicable), the Cash Component will be such negative amount 
and the creator will be entitled to receive cash in an amount equal to 
the Cash Component. The Cash Component serves the function of 
compensating for any differences between the NAV per Creation Unit and 
the market value of the Deposit Securities or Deposit Cash, as 
applicable.
    The Custodian, through the National Securities Clearing Corporation 
(``NSCC''), will make available on each business day, prior to the 
opening of business on the Exchange, the list of the names and the 
required amount of each Deposit Security or the required amount of 
Deposit Cash, as applicable, to be included in the current Fund Deposit

[[Page 2287]]

(based on information at the end of the previous business day) for the 
Fund. Such Fund Deposit is subject to any applicable adjustments as 
described in the Registration Statement, in order to effect purchases 
of Creation Units of the Fund until such time as the next-announced 
composition of the Deposit Securities or the required amount of Deposit 
Cash, as applicable, is made available.
    Shares may be redeemed only in Creation Units at their NAV next 
determined after receipt of a redemption request in proper form by the 
Fund through the Transfer Agent and only on a business day.
    With respect to the Fund, the Custodian, through the NSCC, will 
make available immediately prior to the opening of business on the 
Exchange (9:30 a.m. Eastern time) on each business day, the list of the 
names and share quantities of the Fund's portfolio securities that will 
be applicable (subject to possible amendment or correction) to 
redemption requests received in proper form on that day (``Fund 
Securities''). Fund Securities received on redemption may not be 
identical to Deposit Securities.
    Redemption proceeds for a Creation Unit will be paid either in-kind 
or in cash or a combination thereof, as determined by the Trust. With 
respect to in-kind redemptions of the Fund, redemption proceeds for a 
Creation Unit will consist of Fund Securities as announced by the 
Custodian on the business day of the request for redemption received in 
proper form plus cash in an amount equal to the difference between the 
NAV of the Shares being redeemed, as next determined after a receipt of 
a request in proper form, and the value of the Fund Securities (the 
``Cash Redemption Amount''), less a fixed redemption transaction fee 
and any applicable additional variable charge as set forth in the 
Registration Statement. In the event that the Fund Securities have a 
value greater than the NAV of the Shares, a compensating cash payment 
equal to the differential will be required to be made by or through an 
authorized participant by the redeeming shareholder. Notwithstanding 
the foregoing, at the Trust's discretion, an authorized participant may 
receive the corresponding cash value of the securities in lieu of the 
in-kind securities value representing one or more Fund Securities.\20\
---------------------------------------------------------------------------

    \20\ The Adviser represents that, to the extent that the Trust 
permits or requires a ``cash in lieu'' amount, such transactions 
will be effected in the same or equitable manner for all Authorized 
Participants.
---------------------------------------------------------------------------

    The creation/redemption order cut-off time for the Fund is expected 
to be 4:00 p.m. Eastern time. Creation/redemption order cut-off times 
may be earlier on any day that the Securities Industry and Financial 
Markets Association (``SIFMA'') (or applicable exchange or market on 
which the Fund's investments are traded) announces an early closing 
time. On days when the Exchange closes earlier than normal, the Fund 
may require orders for Creation Units to be placed earlier in the day.
Availability of Information
    The Fund's Web site, which will be publicly available prior to the 
public offering of Shares, will include a form of the prospectus for 
the Fund that may be downloaded. The Web site will include additional 
quantitative information updated on a daily basis, including, for the 
Fund: (1) The prior business day's reported NAV, mid-point of the bid/
ask spread at the time of calculation of such NAV (the ``Bid/Ask 
Price''),\21\ daily trading volume, and a calculation of the premium 
and discount of the Bid/Ask Price against the NAV; and (2) data in 
chart format displaying the frequency distribution of discounts and 
premiums of the daily Bid/Ask Price against the NAV, within appropriate 
ranges, for each of the four previous calendar quarters. Daily trading 
volume information for the Fund will also be available in the financial 
section of newspapers, through subscription services such as Bloomberg, 
Thomson Reuters, and International Data Corporation, which can be 
accessed by authorized participants and other investors, as well as 
through other electronic services, including major public Web sites. On 
each business day, before commencement of trading in Shares during 
Regular Trading Hours \22\ on the Exchange, the Fund will disclose on 
its Web site the identities and quantities of the portfolio of 
securities and other assets (the ``Disclosed Portfolio'') held by the 
Fund that will form the basis for the Fund's calculation of NAV at the 
end of the business day.\23\ The Disclosed Portfolio will include, as 
applicable: The ticker symbol; 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, commodity, index 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; effective date, if any; 
market value of the holding; and the percentage weighting of the 
holding in the Fund's portfolio. The Web site and information will be 
publicly available at no charge.
---------------------------------------------------------------------------

    \21\ The Bid/Ask Price of the Fund will be determined using the 
midpoint of the highest bid and the lowest offer on the Exchange as 
of the time of calculation of the Fund's NAV. The records relating 
to Bid/Ask Prices will be retained by the Fund and its service 
providers.
    \22\ Regular Trading Hours are 9:30 a.m. to 4:00 p.m. Eastern 
Time.
    \23\ Under accounting procedures to be followed by the Fund, 
trades made on the prior business day (``T'') will be booked and 
reflected in NAV on the current business day (``T+1''). Accordingly, 
the Fund will be able to disclose at the beginning of the business 
day the portfolio that will form the basis for the NAV calculation 
at the end of the business day.
---------------------------------------------------------------------------

    In addition, for the Fund, an estimated value, defined in BATS Rule 
14.11(i)(3)(C) as the ``Intraday Indicative Value,'' that reflects an 
estimated intraday value of the Fund's portfolio, will be disseminated. 
Moreover, the Intraday Indicative Value will be based upon the current 
value for the components of the Disclosed Portfolio and will be updated 
and widely disseminated by one or more major market data vendors at 
least every 15 seconds during the Exchange's Regular Trading Hours.\24\ 
In addition, the quotations of certain of the Fund's holdings may not 
be updated during U.S. trading hours if such holdings do not trade in 
the United States or if updated prices cannot be ascertained.
---------------------------------------------------------------------------

    \24\ Currently, it is the Exchange's understanding that several 
major market data vendors display and/or make widely available 
Intraday Indicative Values published via the Consolidated Tape 
Association (``CTA'') or other data feeds.
---------------------------------------------------------------------------

    The dissemination of the Intraday Indicative Value, together with 
the Disclosed Portfolio, will allow investors to determine the value of 
the underlying portfolio of the Fund on a daily basis and provide a 
close estimate of that value throughout the trading day.
    Intraday, closing, and settlement prices of common stocks and other 
exchange-listed instruments (including Depositary Receipts, preferred 
securities, convertible securities, common stock, and ETPs) will be 
readily available from the national securities exchanges trading such 
securities as well as automated quotation systems, published or other 
public sources, or online information services such as Bloomberg or 
Reuters. Intraday and closing price information for exchange-traded 
options and futures will be available from the applicable exchange and 
from major market data vendors. In addition, price information for U.S. 
exchange-traded options will be available from the Options Price 
Reporting Authority. Quotation

[[Page 2288]]

information from brokers and dealers or pricing services will be 
available for Fixed Income Securities. Price information regarding spot 
currency transactions and OTC-traded derivative instruments, including 
options, swaps, and forward currency transactions, as well as non-
exchange listed equity securities traded in the OTC market, including 
Restricted Securities, repurchase and reverse repurchase agreements, 
OTC equity securities, OTC-traded preferred securities, and OTC-traded 
convertible securities, is available from major market data vendors.
    Information regarding market price and volume of the Shares will be 
continually available on a real-time basis throughout the day on 
brokers' computer screens and other electronic services. The previous 
day's closing price and trading volume information for the Shares will 
be published daily in the financial section of newspapers. Quotation 
and last sale information for the Shares will be available on the 
facilities of the CTA.
Initial and Continued Listing
    The Shares will be subject to BATS Rule 14.11(i), which sets forth 
the initial and continued listing criteria applicable to Managed Fund 
Shares. The Exchange represents that, for initial and/or continued 
listing, the Fund must be in compliance with Rule 10A-3 under the 
Act.\25\ A minimum of 100,000 Shares will be outstanding at the 
commencement of trading on the Exchange. The Exchange will obtain a 
representation from the issuer of the Shares that the NAV per Share 
will be calculated daily and that the NAV and the Disclosed Portfolio 
will be made available to all market participants at the same time.
---------------------------------------------------------------------------

    \25\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of the Fund. The Exchange will halt trading in 
the Shares under the conditions specified in BATS Rule 11.18. Trading 
may be halted because of market conditions or for reasons that, in the 
view of the Exchange, make trading in the Shares inadvisable. These may 
include: (1) The extent to which trading is not occurring in the 
securities and/or the financial instruments composing the Disclosed 
Portfolio of the Fund; or (2) whether other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present. Trading in the Shares also will be subject to Rule 
14.11(i)(4)(B)(iv), which sets forth circumstances under which Shares 
of the Fund may be halted.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. BATS will allow 
trading in the Shares from 8:00 a.m. until 5:00 p.m. Eastern Time. The 
Exchange has appropriate rules to facilitate transactions in the Shares 
during all trading sessions. As provided in BATS Rule 14.11(i)(2)(C), 
the minimum price variation for quoting and entry of orders in Managed 
Fund Shares traded on the Exchange is $0.01.
Surveillance
    The Exchange believes that its surveillance procedures are adequate 
to properly monitor the trading of the Shares on the Exchange during 
all trading sessions and to deter and detect violations of Exchange 
rules and the applicable federal securities laws. Trading of the Shares 
through the Exchange will be subject to the Exchange's surveillance 
procedures for derivative products, including Managed Fund Shares. The 
Exchange may obtain information regarding trading in the Shares and the 
underlying shares in exchange traded investment companies, U.S. equity 
securities, foreign securities, futures, and options via the ISG, from 
other exchanges who are members or affiliates of the ISG, or with which 
the Exchange has entered into a comprehensive surveillance sharing 
agreement.\26\ In addition, the Exchange is able to access, as needed, 
trade information for certain fixed income instruments reported to 
FINRA's Trade Reporting and Compliance Engine (``TRACE''). The Exchange 
prohibits the distribution of material non-public information by its 
employees.
---------------------------------------------------------------------------

    \26\ For a list of the current members and affiliate members of 
ISG, see www.isgportal.com. The Exchange notes that not all 
components of the Disclosed Portfolio for the Fund may trade on 
markets that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement. The Exchange 
also notes that all exchange-traded instruments, including 
investment company securities, futures, and options will trade on 
markets that are a member of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

Information Circular
    Prior to the commencement of trading, the Exchange will inform its 
members in an Information Circular of the special characteristics and 
risks associated with trading the Shares. Specifically, the Information 
Circular will discuss the following: (1) The procedures for purchases 
and redemptions of Shares in Creation Units (and that Shares are not 
individually redeemable); (2) BATS Rule 3.7, which imposes suitability 
obligations on Exchange members with respect to recommending 
transactions in the Shares to customers; (3) how information regarding 
the Intraday Indicative Value and the Disclosed Portfolio is 
disseminated; (4) the risks involved in trading the Shares during the 
Pre-Opening \27\ and After Hours Trading Sessions \28\ when an updated 
Intraday Indicative Value will not be calculated or publicly 
disseminated; (5) the requirement that members deliver a prospectus to 
investors purchasing newly issued Shares prior to or concurrently with 
the confirmation of a transaction; and (6) trading information.
---------------------------------------------------------------------------

    \27\ The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m. 
Eastern Time.
    \28\ The After Hours Trading Session is from 4:00 p.m. to 5:00 
p.m. Eastern Time.
---------------------------------------------------------------------------

    In addition, the Information Circular will advise members, prior to 
the commencement of trading, of the prospectus delivery requirements 
applicable to the Fund. Members purchasing Shares from the Fund for 
resale to investors will deliver a prospectus to such investors. The 
Information Circular will also discuss any exemptive, no-action, and 
interpretive relief granted by the Commission from any rules under the 
Act.
    In addition, the Information Circular will reference that the Fund 
is subject to various fees and expenses described in the Registration 
Statement. The Information Circular will also disclose the trading 
hours of the Shares of the Fund and the applicable NAV Calculation Time 
for the Shares. The Information Circular will disclose that information 
about the Shares of the Fund will be publicly available on the Fund's 
Web site. In addition, the Information Circular will reference that the 
Trust is subject to various fees and expenses described in the Fund's 
Registration Statement.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \29\ in general and Section 6(b)(5) of the Act \30\ in 
particular in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and

[[Page 2289]]

coordination with persons engaged in facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system and, in general, to 
protect investors and the public interest.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78f.
    \30\ 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 BATS Rule 14.11(i). The 
Exchange believes that its surveillance procedures are adequate to 
properly monitor the trading of the Shares on the Exchange during all 
trading sessions and to deter and detect violations of Exchange rules 
and the applicable federal securities laws. If the investment adviser 
to the investment company issuing Managed Fund Shares is affiliated 
with a broker-dealer, such investment adviser to the investment company 
shall erect a ``fire wall'' between the investment adviser and the 
broker-dealer with respect to access to information concerning the 
composition and/or changes to such investment company portfolio. The 
Adviser is not a registered broker-dealer, but is affiliated with a 
broker-dealer and has implemented a ``fire wall'' with respect to such 
broker-dealer regarding access to information concerning the 
composition and/or changes to the Fund's portfolio. In the event (a) 
the Adviser or Sub-Adviser becomes registered as a broker-dealer or 
newly affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser is a registered broker-dealer or becomes affiliated with a 
broker-dealer, it will implement a fire wall with respect to its 
relevant personnel or broker-dealer affiliate regarding access to 
information concerning the composition and/or changes to the portfolio, 
and will be subject to procedures designed to prevent the use and 
dissemination of material non-public information regarding such 
portfolio. The Exchange may obtain information regarding trading in the 
Shares and the underlying shares in Depositary Receipts that are not 
OTC ADRs and exchange traded investment companies, U.S. equity 
securities, futures, and options via the ISG, from other exchanges who 
are members or affiliates of the ISG, or with which the Exchange has 
entered into a comprehensive surveillance sharing agreement.\31\ In 
addition, the Exchange is able to access, as needed, trade information 
for certain fixed income instruments reported to FINRA's TRACE.
---------------------------------------------------------------------------

    \31\ For a list of the current members and affiliate members of 
ISG, see www.isgportal.com. The Exchange notes that not all 
components of the Disclosed Portfolio for the Fund may trade on 
markets that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement. The Exchange 
also notes that all of the exchange-listed investment company 
securities, futures, and options will trade on markets that are a 
member of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund intends to 
achieve its investment objective by investing, under normal 
circumstances, at least 80% of its net assets in Fixed Income 
Securities from at least five emerging market countries, with no more 
than 20% allocated to a single country. The Fund's investments will be 
consistent with the Fund's investment objective and will not be used to 
achieve leveraged or inverse leveraged returns, as stated above. While 
the Fund is permitted to invest without restriction in corporate bonds, 
the Sub-Adviser expects that, under normal circumstances, the Fund will 
generally seek to invest in corporate bond issuances that have at least 
$100,000,000 par amount outstanding. Further, component corporate bonds 
that in the aggregate account for at least 75% of the weight of 
corporate bonds will have a minimum original principal outstanding of 
$100 million or more.
    In addition to the holdings in Fixed Income Securities described 
above as part of the Fund's principal investment strategy, the Fund may 
also, to a limited extent (under normal circumstances, less than 20% of 
the Fund's net assets) and as further described above, engage in 
transactions in the following:
    U.S. Government obligations, U.S. equity securities, repurchase 
agreements, reverse repurchase agreements, portfolio lending, 
convertible securities, short-term instruments, Restricted Securities, 
and securities of other investment companies.
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
including Restricted Securities deemed illiquid by the Adviser or Sub-
Adviser \32\ under the 1940 Act.\33\ The Fund will monitor its 
portfolio liquidity on an ongoing basis to determine whether, in light 
of current circumstances, an adequate level of liquidity is being 
maintained, and will consider taking appropriate steps in order to 
maintain adequate liquidity if, through a change in values, net assets, 
or other circumstances, more than 15% of the Fund's net assets are held 
in illiquid assets. Illiquid assets include securities subject to 
contractual or other restrictions on resale and other instruments that 
lack readily available markets as determined in accordance with 
Commission staff guidance.
---------------------------------------------------------------------------

    \32\ In reaching liquidity decisions, the Adviser and Sub-
Adviser may consider factors including: The frequency of trades and 
quotes for the security; the number of dealers wishing to purchase 
or sell the security and the number of other potential purchasers; 
dealer undertakings to make a market in the security; the nature of 
the security and the nature of the marketplace in which it trades 
(e.g., the time needed to dispose of the security, the method of 
soliciting offers, and the mechanics of transfer).
    \33\ The Commission has stated that long-standing Commission 
guidelines have required open-end funds to hold no more than 15% of 
their net assets in illiquid securities and other illiquid assets. 
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 
14618 (March 18, 2008), footnote 34. See also, Investment Company 
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 
1970) (Statement Regarding ``Restricted Securities''); Investment 
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio 
security is illiquid if it cannot be disposed of in the ordinary 
course of business within seven days at approximately the value 
ascribed to it by the fund. See Investment Company Act Release No. 
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting 
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act 
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) 
(adopting Rule 144A under the Securities Act of 1933).
---------------------------------------------------------------------------

    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 Exchange will obtain a representation from the issuer of the 
Shares that the NAV per Share will be calculated daily and that the NAV 
and the Disclosed Portfolio will be made available to all market 
participants at the same time. In addition, a large amount of 
information is publicly available regarding the Fund and the Shares, 
thereby promoting market transparency. Moreover, the Intraday 
Indicative Value will be disseminated by one or more major market data 
vendors at least every 15 seconds during Regular Trading Hours. On each 
business day, before commencement of trading in Shares during Regular 
Trading Hours, the Fund will disclose on its Web site the Disclosed 
Portfolio that will form the basis for the Fund's calculation of NAV at 
the end of the business day. Pricing information will be available on 
the Fund's Web site including: (1) The prior business day's reported 
NAV, the Bid/Ask Price of the Fund, and a calculation of the premium 
and discount of the Bid/Ask Price against the NAV; and (2) data in 
chart format displaying the frequency distribution of discounts and 
premiums of the daily Bid/Ask Price against the

[[Page 2290]]

NAV, within appropriate ranges, for each of the four previous calendar 
quarters. Additionally, information regarding market price and trading 
of the Shares will be continually available on a real-time basis 
throughout the day on brokers' computer screens and other electronic 
services, and quotation and last sale information for the Shares will 
be available on the facilities of the CTA. The Web site for the Fund 
will include a form of the prospectus for the Fund and additional data 
relating to NAV and other applicable quantitative information. Trading 
in Shares of the Fund will be halted under the conditions specified in 
BATS Rule 11.18. Trading may also be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable. Finally, trading in the Shares will 
be subject to BATS Rule 14.11(i)(4)(B)(iv), which sets forth 
circumstances under which Shares of the Fund may be halted. In 
addition, the Exchange is able to access, as needed, trade information 
for certain fixed income instruments reported to FINRA's TRACE. As 
noted above, investors will also have ready access to information 
regarding the Fund's holdings, the Intraday Indicative Value, the 
Disclosed Portfolio, and quotation and last sale information for the 
Shares.
    Intraday, closing, and settlement prices of common stocks and other 
exchange-listed instruments (including Depositary Receipts, preferred 
securities, convertible securities, common stock, and ETPs) will be 
readily available from the national securities exchanges trading such 
securities as well as automated quotation systems, published or other 
public sources, or online information services such as Bloomberg or 
Reuters. Intraday and closing price information for exchange-traded 
options and futures will be available from the applicable exchange and 
from major market data vendors. In addition, price information for U.S. 
exchange-traded options will be available from the Options Price 
Reporting Authority. Quotation information from brokers and dealers or 
pricing services will be available for Fixed Income Securities. Price 
information regarding spot currency transactions and OTC-traded 
derivative instruments, including options, swaps, and forward currency 
transactions, as well as non-exchange listed equity securities traded 
in the OTC market, including Restricted Securities, repurchase and 
reverse repurchase agreements, OTC equity securities, OTC-traded 
preferred securities, and OTC-traded convertible securities, is 
available from major market data vendors.
    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 in that it will facilitate the listing and trading of 
an additional type of actively-managed exchange-traded product that 
will enhance competition among market participants, to the benefit of 
investors and the marketplace. As noted above, the Exchange has in 
place surveillance procedures relating to trading in the Shares and may 
obtain information via ISG from other exchanges that are members of ISG 
or with which the Exchange has entered into a comprehensive 
surveillance sharing agreement. In addition, as noted above, investors 
will have ready access to information regarding the Fund's holdings, 
the Intraday Indicative Value, the Disclosed Portfolio, and quotation 
and last sale information for the Shares.
    For the above reasons, the Exchange believes that the proposed rule 
change is consistent with the requirements of Section 6(b)(5) of the 
Act.

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 notes that the 
proposed rule change will facilitate the listing and trading of an 
additional actively-managed exchange-traded product that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace.

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

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-BATS-2015-94 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-BATS-2015-94. 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-BATS-2015-94 and should be 
submitted on or before February 5, 2016.


[[Page 2291]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\34\
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-00639 Filed 1-14-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                  2282                           Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices

                                                  rule change, as modified by Amendment                   Act,110 that the proposed rule change                  II. Self-Regulatory Organization’s
                                                  Nos. 1 and 3, on an accelerated basis.                  (SR–NYSEArca–2015–86), as modified                     Statement of the Purpose of, and
                                                                                                          by Amendment Nos. 1 and 3, be, and                     Statutory Basis for, the Proposed Rule
                                                  V. Solicitation of Comments on
                                                                                                          hereby is, approved on an accelerated                  Change
                                                  Amendment Nos. 1 and 3
                                                                                                          basis.                                                    In its filing with the Commission, the
                                                    Interested persons are invited to
                                                                                                            For the Commission, by the Division                  Exchange included statements
                                                  submit written data, views, and
                                                                                                          of Trading and Markets, pursuant to                    concerning the purpose of and basis for
                                                  arguments concerning the foregoing,
                                                                                                          delegated authority.111                                the proposed rule change and discussed
                                                  including whether Amendment Nos. 1
                                                                                                                                                                 any comments it received on the
                                                  and 3 are consistent with the Act.                      Robert W. Errett,                                      proposed rule change. The text of these
                                                  Comments may be submitted by any of                     Deputy Secretary.                                      statements may be examined at the
                                                  the following methods:
                                                                                                          [FR Doc. 2016–00645 Filed 1–14–16; 8:45 am]            places specified in Item IV below. The
                                                  Electronic Comments                                     BILLING CODE 8011–01–P                                 Exchange has prepared summaries, set
                                                    • Use the Commission’s Internet                                                                              forth in Sections A, B, and C below, of
                                                  comment form (http://www.sec.gov/                                                                              the most significant parts of such
                                                  rules/sro.shtml); or                                    SECURITIES AND EXCHANGE                                statements.
                                                    • Send an email to rule-comments@                     COMMISSION                                             A. Self-Regulatory Organization’s
                                                  sec.gov. Please include File Number SR–                                                                        Statement of the Purpose of, and
                                                  NYSEArca–2015–86 on the subject line.                   [Release No. 34–76862; File No. SR–BATS–               Statutory Basis for, the Proposed Rule
                                                  Paper Comments                                          2015–94]                                               Change
                                                     • Send paper comments in triplicate                  Self-Regulatory Organizations; BATS                    1. Purpose
                                                  to Brent J. Fields, Secretary, Securities               Exchange, Inc., Notice of Filing of                       The Exchange proposes to list and
                                                  and Exchange Commission, 100 F Street                   Proposed Rule Change To List and                       trade the Shares under BATS Rule
                                                  NE., Washington, DC 20549–1090.                         Trade Shares of the SPDR DoubleLine                    14.11(i), which governs the listing and
                                                  All submissions should refer to File                    Emerging Markets Fixed Income ETF                      trading of Managed Fund Shares on the
                                                  Number SR–NYSEArca–2015–86. This                        of the SSgA Active Trust                               Exchange.3 The Fund will be an actively
                                                  file number should be included on the                                                                          managed fund. The Shares will be
                                                  subject line if email is used. To help the              January 11, 2016.                                      offered by the Trust, which was
                                                  Commission process and review your                         Pursuant to Section 19(b)(1) of the                 established as a Massachusetts business
                                                  comments more efficiently, please use                   Securities Exchange Act of 1934 (the                   trust on March 30, 2011. The Trust is
                                                  only one method. The Commission will                    ‘‘Act’’),1 and Rule 19b–4 thereunder,2                 registered with the Commission as an
                                                  post all comments on the Commission’s                   notice is hereby given that on December                open-end investment company and has
                                                  Internet Web site (http://www.sec.gov/                  28, 2015, BATS Exchange, Inc. (the                     filed a registration statement on behalf
                                                  rules/sro.shtml). Copies of the                         ‘‘Exchange’’ or ‘‘BATS’’) filed with the               of the Fund on Form N–1A
                                                  submission, all subsequent                              Securities and Exchange Commission                     (‘‘Registration Statement’’) with the
                                                  amendments, all written statements                      (‘‘Commission’’) the proposed rule                     Commission.4
                                                  with respect to the proposed rule                       change as described in Items I and II,                 Description of the Shares and the Fund
                                                  change that are filed with the                          below, which Items have been prepared
                                                  Commission, and all written                                                                                       SSGA Funds Management, Inc. will
                                                                                                          by the Exchange. The Commission is                     be the investment adviser (‘‘SSGA FM’’
                                                  communications relating to the                          publishing this notice to solicit
                                                  proposed rule change between the                                                                               or ‘‘Adviser’’) to the Fund. The Adviser
                                                                                                          comments on the proposed rule change                   will serve as the administrator for the
                                                  Commission and any person, other than                   from interested persons.
                                                  those that may be withheld from the                                                                            Fund (the ‘‘Administrator’’). DoubleLine
                                                  public in accordance with the                           I. Self-Regulatory Organization’s                      Capital LP will be the Fund’s sub-
                                                  provisions of 5 U.S.C. 552, will be                     Statement of the Terms of Substance of                 adviser (‘‘Sub-Adviser’’). State Street
                                                  available for Web site viewing and                      the Proposed Rule Change                               Global Markets, LLC (the ‘‘Distributor’’)
                                                  printing in the Commission’s Public                                                                            will be the principal underwriter and
                                                  Reference Room, 100 F Street NE.,                          The Exchange is proposing a rule                    distributor of the Fund’s Shares. State
                                                  Washington, DC 20549, on official                       change to list and trade shares of the                 Street Bank and Trust Company (the
                                                  business days between the hours of                      SPDR® DoubleLine® Emerging Markets                     ‘‘Sub-Administrator’’, ‘‘Custodian’’,
                                                  10:00 a.m. and 3:00 p.m. Copies of the                  Fixed Income ETF (the ‘‘Fund’’) of the                 ‘‘Transfer Agent’’ or ‘‘Lending Agent’’)
                                                  filing also will be available for                       SSgA Active Trust (the ‘‘Trust’’) under                will serve as sub-administrator,
                                                  inspection and copying at the principal                 BATS Rule 14.11(i) (‘‘Managed Fund                     custodian, transfer agent, and, where
                                                  office of the Exchange. All comments                    Shares’’). The shares of the Fund are                  applicable, lending agent for the Fund.
                                                  received will be posted without change;                 collectively referred to herein as the
                                                                                                                                                                   3 The Commission approved BATS Rule 14.11(i)
                                                  the Commission does not edit personal                   ‘‘Shares.’’
                                                                                                                                                                 in Securities Exchange Act Release No. 65225
                                                  identifying information from                               The text of the proposed rule change                (August 30, 2011), 76 FR 55148 (September 6, 2011)
                                                  submissions. You should submit only                     is available at the Exchange’s Web site                (SR–BATS–2011–018).
                                                                                                                                                                   4 See Registration Statement on Form N–1A for
                                                  information that you wish to make                       at www.batstrading.com, at the
                                                                                                                                                                 the Trust, dated October 8, 2015 (File Nos. 333–
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  available publicly. All submissions                     principal office of the Exchange, and at               173276 and 811–22542). The descriptions of the
                                                  should refer to File Number SR–                         the Commission’s Public Reference                      Fund and the Shares contained herein are based, in
                                                  NYSEArca–2015–86 and should be                          Room.                                                  part, on information in the Registration Statement.
                                                  submitted on or before February 5, 2016.                                                                       The Commission has issued an order granting
                                                                                                            110 15
                                                                                                                                                                 certain exemptive relief to the Trust under the
                                                                                                                  U.S.C. 78s(b)(2).
                                                  VI. Conclusion                                            111 17
                                                                                                                                                                 Investment Company Act of 1940 (15 U.S.C. 80a–
                                                                                                                  CFR 200.30–3(a)(12).                           1) (‘‘1940 Act’’) (the ‘‘Exemptive Order’’). See
                                                    IT IS THEREFORE ORDERED,                                1 15 U.S.C. 78s(b)(1).
                                                                                                                                                                 Investment Company Act Release No. 29524
                                                  pursuant to Section 19(b)(2) of the                       2 17 CFR 240.19b–4.                                  (December 13, 2010) (File No. 812–13487).



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                                                                                 Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices                                                        2283

                                                    BATS Rule 14.11(i)(7) provides that, if               implement a fire wall with respect to its                Sub-Adviser believes there are negative
                                                  the investment adviser to the                           relevant personnel or broker-dealer                      macro geo-political considerations that
                                                  investment company issuing Managed                      affiliate regarding access to information                may affect the issuer, when the Sub-
                                                  Fund Shares is affiliated with a broker-                concerning the composition and/or                        Adviser determines to take advantage of
                                                  dealer, such investment adviser shall                   changes to the portfolio, and will be                    a better investment opportunity, or the
                                                  erect a ‘‘fire wall’’ between the                       subject to procedures designed to                        individual security has reached the Sub-
                                                  investment adviser and the broker-                      prevent the use and dissemination of                     Adviser’s sell target.
                                                  dealer with respect to access to                        material non-public information                            In allocating investments among
                                                  information concerning the composition                  regarding such portfolio.                                various emerging market countries, the
                                                  and/or changes to such investment                                                                                Sub-Adviser attempts to analyze
                                                  company portfolio.5 In addition, Rule                   SPDR® DoubleLine Emerging Markets                        internal political, market and economic
                                                  14.11(i)(7) further requires that                       Fixed Income ETF                                         factors. These factors may include
                                                  personnel who make decisions on the                        According to the Registration                         public finances, monetary policy,
                                                  investment company’s portfolio                          Statement, the Fund will seek to                         external accounts, financial markets,
                                                  composition must be subject to                          provide high total return from current                   foreign investment regulations, stability
                                                  procedures designed to prevent the use                  income and capital appreciation. To                      of exchange rate policy, and labor
                                                  and dissemination of material                           achieve its objective, the Fund will                     conditions. In certain situations or
                                                  nonpublic information regarding the                     invest, under normal circumstances, at                   market conditions, the Fund may
                                                  applicable investment company                           least 80% of its net assets (plus the                    temporarily depart from its normal
                                                  portfolio. Rule 14.11(i)(7) is similar to               amount of borrowings for investment                      investment policies and strategies
                                                  BATS Rule 14.11(b)(5)(A)(i), however,                   purposes) in emerging market fixed                       provided that the alternative is in the
                                                  Rule 14.11(i)(7) in connection with the                 income securities, as described further                  best interest of the Fund. For example,
                                                  establishment of a ‘‘fire wall’’ between                in the Principal Holding, Other Portfolio                the Fund may hold a higher than normal
                                                  the investment adviser and the broker-                  Holdings, and Investment Restrictions                    proportion of its assets in cash in times
                                                  dealer reflects the applicable open-end                 sections below.6 The Fund is an                          of extreme market stress.
                                                  fund’s portfolio, not an underlying                     actively-managed fund that does not                      Principal Holdings
                                                  benchmark index, as is the case with                    seek to replicate the performance of a
                                                  index-based funds. The Adviser and                      specified index.                                            The Fund intends to achieve its
                                                  Sub-Adviser are not registered as a                        Under normal market conditions, the                   investment objective by investing, under
                                                  broker-dealer but the Adviser is                        Sub-Adviser intends to seek to construct                 normal circumstances,7 at least 80% of
                                                  affiliated with a broker-dealer and has                 an investment portfolio with a weighted                  its net assets (plus the amount of
                                                  implemented a ‘‘fire wall’’ with respect                average effective duration of no less                    borrowings for investment purposes) in
                                                  to such broker-dealer regarding access to               than two years and no more than eight                    fixed income instruments (‘‘Fixed
                                                  information concerning the composition                  years. The effective duration of the                     Income Securities’’), subject to certain
                                                  and/or changes to the Fund’s portfolio.                 portfolio may vary materially from its                   limits described below. For purposes of
                                                  The Sub-Adviser is not affiliated with a                target, from time to time, and there is no               this filing, Fixed Income Securities will
                                                  broker-dealer. In the event (a) the                     assurance that the effective duration of                 be, where applicable and unless
                                                  Adviser or Sub-Adviser becomes                          the Fund’s investment portfolio will not                 otherwise noted, U.S. dollar-
                                                  registered as a broker-dealer or newly                  exceed its target.                                       denominated and are defined as the
                                                  affiliated with a broker-dealer, or (b) any                The Fund may invest without limit in                  following instruments: Fixed income
                                                  new adviser or sub-adviser is a                         investments denominated in any                           securities issued or guaranteed by
                                                  registered broker-dealer or becomes                     currency, but currently expects to invest                foreign corporations or foreign
                                                  affiliated with a broker-dealer, it will                a substantial amount of its assets in                    governments, including securities
                                                                                                          investments denominated in the U.S.                      issued or guaranteed by companies
                                                     5 An investment adviser to an open-end fund is
                                                                                                          dollar. Securities held by the Fund may                  (including hybrid securities),8 financial
                                                  required to be registered under the Investment          be sold at any time. By way of example,                  institutions, or government entities in
                                                  Advisers Act of 1940 (the ‘‘Advisers Act’’). As a
                                                  result, the Adviser and its related personnel as well   sales may occur when the Sub-Adviser                     emerging market countries; corporate or
                                                  as the Sub-Adviser and its related personnel are        perceives deterioration in the credit                    government bonds; sovereign debt;
                                                  subject to the provisions of Rule 204A–1 under the      fundamentals of the issuer, when the                     structured securities; 9 foreign currency
                                                  Advisers Act relating to codes of ethics. This Rule
                                                  requires investment advisers to adopt a code of                                                                     7 The term ‘‘under normal circumstances’’
                                                                                                             6 Generally, as used in this proposed rule change,
                                                  ethics that reflects the fiduciary nature of the
                                                                                                          the terms debt security, debt obligation, bond, fixed    includes, but is not limited to, the absence of
                                                  relationship to clients as well as compliance with
                                                                                                          income instrument and fixed income security are          extreme volatility or trading halts in the fixed
                                                  other applicable securities laws. Accordingly,
                                                                                                          used interchangeably. These terms should be              income markets or the financial markets generally;
                                                  procedures designed to prevent the communication
                                                                                                          considered to include any evidence of                    operational issues causing dissemination of
                                                  and misuse of non-public information by an
                                                                                                          indebtedness, including, by way of example, a            inaccurate market information; or force majeure
                                                  investment adviser must be consistent with Rule
                                                                                                          security or instrument having one or more of the         type events such as systems failure, natural or man-
                                                  204A–1 under the Advisers Act. In addition, Rule
                                                                                                          following characteristics: A security or instrument      made disaster, act of God, armed conflict, act of
                                                  206(4)–7 under the Advisers Act makes it unlawful
                                                  for an investment adviser to provide investment         issued at a discount to its face value, a security or    terrorism, riot or labor disruption or any similar
                                                  advice to clients unless such investment adviser has    instrument that pays interest at a fixed, floating, or   intervening circumstance.
                                                                                                                                                                      8 A third party or the Sub-Adviser may create a
                                                  (i) adopted and implemented written policies and        variable rate, or a security or instrument with a
                                                  procedures reasonably designed to prevent               stated principal amount that requires repayment of       hybrid security by combining an income-producing
                                                  violation, by the investment adviser and its            some or all of that principal amount to the holder       debt security and the right to receive payment based
                                                                                                          of the security. These terms are interpreted broadly     on the change in the price of an equity security. The
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  supervised persons, of the Advisers Act and the
                                                  Commission rules adopted thereunder; (ii)               to include any instrument or security evidencing         Fund may invest in hybrid securities related to
                                                  implemented, at a minimum, an annual review             what is commonly referred to as an IOU rather than       emerging market countries.
                                                                                                          evidencing the corporate ownership of equity                9 Structured securities generally includes [sic]
                                                  regarding the adequacy of the policies and
                                                  procedures established pursuant to subparagraph (i)     unless that equity represents an indirect or             privately-issued and publicly-issued structured
                                                  above and the effectiveness of their                    derivative interest in one or more debt securities.      securities, including certain publicly-issued
                                                  implementation; and (iii) designated an individual      For this purpose, the terms also include                 structured securities that are not agency securities.
                                                  (who is a supervised person) responsible for            instruments that are intended to provide one or          Examples include, but are not limited to: Asset-
                                                  administering the policies and procedures adopted       more of the characteristics of a direct investment in    backed securities backed by assets such as
                                                  under subparagraph (i) above.                           one or more debt securities.                                                                        Continued




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                                                  2284                            Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices

                                                  transactions; certain derivatives;                       of the bond. The market value of a                      economic value of a decline in the value
                                                  exchange-traded foreign equity                           corporate bond may be affected by the                   of debt securities of the reference issuer
                                                  securities and preferred securities; zero                credit rating of the corporation, the                   if the credit event (a downgrade or
                                                  coupon bonds; credit linked notes; pass                  corporation’s performance and                           default) occurs. This value is obtained
                                                  through notes; bank loans; 10 perpetual                  perceptions of the corporation in the                   by delivering a debt security of the
                                                  maturity bonds; and convertible                          market place. Such corporate bonds may                  reference issuer to the party in return for
                                                  securities. Fixed Income Securities may                  be investment grade or may be below                     a previously agreed payment from the
                                                  have fixed or variable interest rates 11                 investment grade.                                       other party (frequently, the par value of
                                                  and any maturity.                                           The Fund may purchase exchange-                      the debt security).15
                                                     The Fund will generally invest in                     traded common stocks and exchange-                         CDSs may require initial premium
                                                  Fixed Income Securities from at least                    traded preferred securities of foreign                  (discount) payments as well as periodic
                                                  five emerging market countries,12 with                   corporations. The Fund’s investments in                 payments (receipts) related to the
                                                  no more than 20% allocated to a single                   common stock of foreign corporations                    interest leg of the swap or to the default
                                                  country. The Fund may invest in Fixed                    may also be in the form of American                     of a reference obligation. The Fund will
                                                  Income Securities of any credit quality,                 Depositary Receipts (‘‘ADRs’’), Global                  segregate assets necessary to meet any
                                                  but seeks to invest no more than 20%,                    Depositary Receipts (‘‘GDRs’’) and                      accrued payment obligations when it is
                                                  at the time of investment, in Fixed                      European Depositary Receipts (‘‘EDRs’’)                 the buyer of CDSs. In cases where the
                                                  Income Securities that are unrated, rated                (collectively ‘‘Depositary Receipts’’).14               Fund is a seller of a CDS, if the CDS is
                                                  BB+ or lower by Standard & Poor’s                           The Fund may invest in sovereign                     physically settled or cash settled, the
                                                  Rating Service or Ba1 or lower by                        debt. Sovereign debt obligations are                    Fund will be required to segregate the
                                                  Moody’s Investor Service, Inc. or the                    issued or guaranteed by foreign
                                                                                                                                                                   full notional amount of the CDS. Such
                                                  equivalent by any other nationally                       governments or their agencies.
                                                                                                                                                                   segregation will not limit the Fund’s
                                                  recognized statistical rating                            Sovereign debt may be in the form of
                                                                                                                                                                   exposure to loss.
                                                  organization. Corporate bonds and                        conventional securities or other types of
                                                  certain other Fixed Income Securities                    debt instruments such as loans or loan                  Other Portfolio Holdings
                                                  rated below investment grade, or such                    participations. Sovereign debt
                                                                                                                                                                      While the Adviser and Sub-Adviser,
                                                  instruments that are unrated and are                     obligations may be either investment
                                                                                                                                                                   under normal circumstances, will invest
                                                  determined by the Sub-Adviser to be of                   grade or below investment grade.
                                                                                                              The Fund may conduct foreign                         at least 80% of the Fund’s net assets in
                                                  comparable quality, are high yield, high                                                                         the instruments described above, the
                                                  risk bonds, commonly known as junk                       currency transactions on a spot (i.e.,
                                                                                                           cash) or forward basis (i.e., by entering               Adviser and Sub-Adviser may invest up
                                                  bonds.                                                                                                           to 20% of the Fund’s net assets in other
                                                     The Fund may invest in corporate                      into forward contracts to purchase or
                                                                                                           sell foreign currencies). The Fund may                  securities and financial instruments, as
                                                  bonds.13 The investment return of
                                                                                                           also invest in the following derivatives:               described below.
                                                  corporate bonds reflects interest on the
                                                  bond and changes in the market value                     Foreign currency futures; credit default                   The Fund may invest in U.S.
                                                                                                           swaps; and options, swaps, futures, and                 Government obligations. U.S.
                                                  consumer receivables, credit cards, student loans,       forward contracts on Fixed Income                       Government obligations are a type of
                                                  and equipment leases; asset-backed commercial            Securities. These practices may be used                 bond. U.S. Government obligations
                                                  paper; credit linked notes; and secured funding          to hedge the Fund’s portfolio as well as                include securities issued or guaranteed
                                                  notes.                                                                                                           as to principal and interest by the U.S.
                                                     10 The Fund may invest up to 20% of its portfolio
                                                                                                           for investment purposes; however, such
                                                  in junior bank loans.                                    practices sometimes may reduce returns                  Government, its agencies or
                                                     11 A variable rate security provides for the          or increase volatility. All such                        instrumentalities.
                                                  automatic establishment of a new interest rate on        derivatives will be exchange traded or                     The Fund may invest in U.S. equity
                                                  set dates. Variable rate obligations whose interest is   centrally cleared.                                      securities. Equity securities are
                                                  readjusted no less frequently than annually will be         In the case of a credit default swap
                                                  deemed to have a maturity equal to the period
                                                                                                                                                                   securities that represent an ownership
                                                  remaining until the next readjustment of the             (‘‘CDS’’), the contract gives one party                 interest (or the right to acquire such an
                                                  interest rate. The Fund may also purchase floating       (the buyer) the right to recoup the                     interest) in a company and include
                                                  rate securities. A floating rate security provides for                                                           common and preferred stock. The
                                                  the automatic adjustment of its interest rate               14 Depositary Receipts are receipts, typically
                                                  whenever a specified interest rate changes. Interest
                                                                                                                                                                   Fund’s investments in such U.S. equity
                                                                                                           issued by a bank or trust company, which evidence
                                                  rates on these securities are ordinarily tied to, and    ownership of underlying securities issued by a
                                                                                                                                                                   securities may include securities traded
                                                  are a percentage of, a widely recognized interest        foreign corporation. For ADRs, the depository is        over-the-counter as well as those traded
                                                  rate, such as the yield on 90-day U.S. Treasury bills    typically a U.S. financial institution and the          on a securities exchange.
                                                  or the prime rate of a specified bank. These rates       underlying securities are issued by a foreign issuer.
                                                  may change as often as twice daily.                                                                                 The Fund may invest in repurchase
                                                                                                           For other Depositary Receipts, the depository may
                                                     12 An ‘‘emerging market country’’ is a country
                                                                                                           be a foreign or a U.S. entity, and the underlying       agreements with commercial banks,
                                                  that, at the time the Fund invests in the related        securities may have a foreign or a U.S. issuer.         brokers or dealers to generate income
                                                  fixed income instruments, is classified as an            Depositary Receipts will not necessarily be             from its excess cash balances and to
                                                  emerging or developing economy by any                    denominated in the same currency as their
                                                  supranational organization such as the World Bank
                                                                                                                                                                   invest securities lending cash collateral.
                                                                                                           underlying securities. Generally, ADRs, in
                                                  or the United Nations, or related entities, or is        registered form, are designed for use in the U.S.       A repurchase agreement is an agreement
                                                  considered an emerging market country for                securities market, and EDRs, in bearer form, are        under which a fund acquires a financial
                                                  purposes of constructing a major emerging market         designated for use in European securities markets.      instrument (e.g., a security issued by the
                                                  securities index.                                        GDRs are tradable both in the United States and in
                                                     13 While the Fund is permitted to invest without
                                                                                                                                                                   U.S. Government or an agency thereof,
                                                                                                           Europe and are designed for use throughout the
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  restriction in corporate bonds, the Sub-Adviser          world. The Fund may invest in sponsored or              a banker’s acceptance or a certificate of
                                                  expects that, under normal circumstances, the Fund       unsponsored ADRs; however, not more than 10%            deposit) from a seller, subject to resale
                                                  will generally seek to invest in corporate bond          of the net assets of the Fund will be invested in       to the seller at an agreed upon price and
                                                  issuances that have at least $100,000,000 par            unsponsored ADRs. All exchange-traded equity            date (normally, the next business day).
                                                  amount outstanding. Further, component corporate         securities in which the Fund may invest will trade
                                                  bonds that in the aggregate account for at least 75%     on markets that are members of the Intermarket
                                                  of the weight of corporate bonds will have a             Surveillance Group (‘‘ISG’’) or that have entered         15 The Fund will enter into CDS agreements only

                                                  minimum original principal outstanding of $100           into a comprehensive surveillance agreement with        with counterparties that meet certain standards of
                                                  million or more.                                         the Exchange.                                           creditworthiness.



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                                                                                 Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices                                                        2285

                                                     The Fund may also enter into reverse                 Moody’s or ‘‘A–1’’ by S&P, or if unrated,                portfolio liquidity on an ongoing basis
                                                  repurchase agreements, which involve                    of comparable quality as determined by                   to determine whether, in light of current
                                                  the sale of securities with an agreement                the Adviser; (v) non-convertible                         circumstances, an adequate level of
                                                  to repurchase the securities at an                      corporate debt securities (e.g., bonds                   liquidity is being maintained, and will
                                                  agreed-upon price, date and interest                    and debentures) with remaining                           consider taking appropriate steps in
                                                  payment and have the characteristics of                 maturities at the date of purchase of not                order to maintain adequate liquidity if,
                                                  borrowing. The Fund’s exposure to                       more than 397 days and that satisfy the                  through a change in values, net assets,
                                                  reverse repurchase agreements will be                   rating requirements set forth in Rule 2a–                or other circumstances, more than 15%
                                                  covered by securities having a value                    7 under the 1940 Act; and (vi) short-                    of the Fund’s net assets are held in
                                                  equal to or greater than such                           term U.S. dollar- denominated                            illiquid assets. Illiquid assets include
                                                  commitments. Under the 1940 Act,                        obligations of foreign banks (including                  securities subject to contractual or other
                                                  reverse repurchase agreements are                       U.S. branches) that, in the opinion of                   restrictions on resale and other
                                                  considered borrowings. Although there                   the Adviser, are of comparable quality                   instruments that lack readily available
                                                  is no limit on the percentage of Fund                   to obligations of U.S. banks which may                   markets as determined in accordance
                                                  assets that can be used in connection                   be purchased by the Fund. Any of these                   with Commission staff guidance.
                                                  with reverse repurchase agreements, the                 instruments may be purchased on a                           The Fund intends to qualify each year
                                                  Fund does not expect to engage, under                   current or a forward-settled basis. Time                 as a regulated investment company (a
                                                  normal circumstances, in reverse                        deposits are non- negotiable deposits                    ‘‘RIC’’) under Subchapter M of the
                                                  repurchase agreements with respect to                   maintained in banking institutions for                   Internal Revenue Code of 1986, as
                                                  more than 10% of its net assets.                        specified periods of time at stated                      amended.18 The Fund will invest its
                                                     The Fund may lend its portfolio                      interest rates. Bankers’ acceptances are                 assets, and otherwise conduct its
                                                  securities in an amount not to exceed                   time drafts drawn on commercial banks                    operations, in a manner that is intended
                                                  331⁄3% of the value of its total assets via             by borrowers, usually in connection                      to satisfy the qualifying income,
                                                  a securities lending program through the                with international transactions.                         diversification, and distribution
                                                  Lending Agent, to brokers, dealers and                    The Fund may invest in Restricted                      requirements necessary to establish and
                                                  other financial institutions desiring to                Securities. Restricted Securities are                    maintain RIC qualification under
                                                  borrow securities to complete                           securities that are not registered under                 Subchapter M.
                                                  transactions and for other purposes. A                  the Securities Act, but which can be                        The Fund’s investments will be
                                                  securities lending program allows the                   offered and sold to ‘‘qualified                          consistent with its investment objective
                                                  Fund to receive a portion of the income                 institutional buyers’’ under Rule 144A                   and will not be used to seek to achieve
                                                  generated by lending its securities and                 under the Securities Act or securities                   leveraged or inverse leveraged returns
                                                  investing the respective collateral. The                purchased after the lapse of the                         (i.e. two times or three times the Fund’s
                                                  Fund will receive collateral for each                   appropriate distribution compliance                      benchmark).
                                                  loaned security which is at least equal                 period under Regulation S under the                      Net Asset Value
                                                  to 102% of the market value of that                     Securities Act.
                                                  security, marked to market each trading                   The Fund may invest in the securities                     According to the Registration
                                                  day.                                                    of other investment companies,                           Statement, the net asset value (‘‘NAV’’)
                                                     The Fund may invest in convertible                   including affiliated funds and money                     of the Fund’s Shares generally will be
                                                  securities traded on an exchange or                     market funds, subject to applicable                      calculated once daily Monday through
                                                  OTC. Convertible securities are bonds,                  limitations under Section 12(d)(1) of the                Friday as of the close of regular trading
                                                  debentures, notes, or other securities                  1940 Act.                                                on the Exchange, generally 4:00 p.m.
                                                  that may be converted or exchanged (by                                                                           Eastern Time (the ‘‘NAV Calculation
                                                  the holder or by the issuer) into shares                Investment Restrictions                                  Time’’) on each day that the Exchange
                                                  of the underlying common stock (or                         The Fund may hold up to an aggregate                  is open for trading, based on prices at
                                                  cash or securities of equivalent value) at              amount of 15% of its net assets in                       the NAV Calculation Time. NAV per
                                                  a stated exchange ratio.                                illiquid assets (calculated at the time of               Share is calculated by dividing the
                                                     In addition to repurchase agreements,                investment), including Restricted                        Fund’s net assets by the number of Fund
                                                  the Fund may invest in short-term                       Securities deemed illiquid by the                        Shares outstanding. The Fund’s net
                                                  instruments, including money market                     Adviser or Sub-Adviser 16 under the                      assets are valued primarily on the basis
                                                  instruments, (including money market                    1940 Act.17 The Fund will monitor its                    of market quotations. Expenses and fees,
                                                  funds advised by the Adviser), cash and                                                                          including the management fees, will be
                                                  cash equivalents, on an ongoing basis to                   16 In reaching liquidity decisions, the Adviser and
                                                                                                                                                                   accrued daily and taken into account for
                                                  provide liquidity or for other reasons.                 Sub-Adviser may consider factors including: The          purposes of determining NAV.
                                                                                                          frequency of trades and quotes for the security; the
                                                  Money market instruments are generally                  number of dealers wishing to purchase or sell the           Restricted Securities, repurchase
                                                  short-term investments that may include                 security and the number of other potential               agreements, and reverse repurchase
                                                  but are not limited to: (i) Shares of                   purchasers; dealer undertakings to make a market         agreements will generally be valued at
                                                  money market funds (including those                     in the security; the nature of the security and the      bid prices received from independent
                                                  advised by the Adviser); (ii) obligations               nature of the marketplace in which it trades (e.g.,
                                                                                                          the time needed to dispose of the security, the          pricing services as of the announced
                                                  issued or guaranteed by the U.S.                        method of soliciting offers, and the mechanics of
                                                  government, its agencies or                             transfer).                                               1992) (Revisions of Guidelines to Form N–1A). A
                                                  instrumentalities (including                               17 The Commission has stated that long-standing       fund’s portfolio security is illiquid if it cannot be
                                                                                                          Commission guidelines have required open-end             disposed of in the ordinary course of business
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  government-sponsored enterprises); (iii)
                                                                                                          funds to hold no more than 15% of their net assets       within seven days at approximately the value
                                                  negotiable certificates of deposit                      in illiquid securities and other illiquid assets. See    ascribed to it by the fund. See Investment Company
                                                  (‘‘CDs’’), bankers’ acceptances, fixed                  Investment Company Act Release No. 28193 (March          Act Release No. 14983 (March 12, 1986), 51 FR
                                                  time deposits and other obligations of                  11, 2008), 73 FR 14618 (March 18, 2008), footnote        9773 (March 21, 1986) (adopting amendments to
                                                  U.S. and foreign banks (including                       34. See also, Investment Company Act Release No.         Rule 2a–7 under the 1940 Act); Investment
                                                                                                          5847 (October 21, 1969), 35 FR 19989 (December           Company Act Release No. 17452 (April 23, 1990),
                                                  foreign branches) and similar                           31, 1970) (Statement Regarding ‘‘Restricted              55 FR 17933 (April 30, 1990) (adopting Rule 144A
                                                  institutions; (iv) commercial paper rated               Securities’’); Investment Company Act Release No.        under the Securities Act of 1933).
                                                  at the date of purchase ‘‘Prime-1’’ by                  18612 (March 12, 1992), 57 FR 9828 (March 20,              18 26 U.S.C. 851.




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                                                  2286                           Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices

                                                  closing time for trading in such                        official closing price as of the close of               Trust will issue and sell Shares of the
                                                  instruments. Spot currency transactions                 regular trading of the principal market                 Fund only in Creation Units on a
                                                  will generally be valued at mid prices                  on which the security is listed.                        continuous basis, without a sales load
                                                  received from an independent pricing                    Unsponsored ADRs, which are traded in                   (but subject to transaction fees), at their
                                                  service converted into U.S. dollars at                  the OTC market, will be valued at the                   NAV per Share next determined after
                                                  current market rates on the date of                     last reported sale price from the OTC                   receipt of an order, on any business day,
                                                  valuation. Foreign currency forwards                    Bulletin Board or OTC Link LLC on the                   in proper form. Creation and
                                                  normally will be valued on the basis of                 valuation date. OTC-traded preferred                    redemption will typically occur in cash,
                                                  quotes obtained from broker-dealers or                  securities and OTC-traded convertible                   however, the Trust retains discretion to
                                                  third party pricing services.                           securities will be valued based on price                conduct such transactions on an in-kind
                                                     According to the Adviser, U.S.                       quotations obtained from a broker-                      basis or a combination of cash and in-
                                                  Government obligations; U.S.-registered,                dealer who makes markets in such                        kind, as further described below.
                                                  dollar-denominated bonds of foreign                     securities or other equivalent                             The consideration for purchase of a
                                                  corporations, governments, agencies and                 indications of value provided by a third-               Creation Unit of the Fund generally will
                                                  supra-national entities; sovereign debt;                party pricing service. Securities of non-               consist of either (i) the in-kind deposit
                                                  corporate bonds; and short-term                         exchange traded investment companies                    of a designated portfolio of securities
                                                  instruments will generally be valued at                 will be valued at NAV.                                  (the ‘‘Deposit Securities’’) per each
                                                  bid prices received from independent                       According to the Registration                        Creation Unit and the Cash Component
                                                  pricing services as of the announced                    Statement, in the event that current                    (defined below), computed as described
                                                  closing time for trading in such                        market valuations are not readily                       below, or (ii) the cash value of the
                                                  instruments in the respective market. In                available or are deemed unreliable, the                 Deposit Securities (‘‘Deposit Cash’’) and
                                                  determining the value of such                           Trust’s procedures require the Oversight                the ‘‘Cash Component,’’ computed as
                                                  instruments, pricing services determine                 Committee (‘‘Committee’’) to determine                  described below. When accepting
                                                  valuations for normal institutional-size                a security’s fair value, in accordance                  purchases of Creation Units for cash, the
                                                  trading units of such securities using                  with the 1940 Act.19 In determining                     Fund may incur additional costs
                                                  valuation models or matrix pricing,                     such value, the Committee may                           associated with the acquisition of
                                                  which incorporates yield and/or price                   consider, among other things, (i) price                 Deposit Securities that would otherwise
                                                  with respect to bonds that are                          comparisons among multiple sources,                     be provided by an in-kind purchaser.
                                                  considered comparable in                                (ii) a review of corporate actions and                  Together, the Deposit Securities or
                                                  characteristics such as rating, interest                news events, and (iii) a review of                      Deposit Cash, as applicable, and the
                                                  rate and maturity date and quotations                   relevant financial indicators (e.g.,                    Cash Component constitute the ‘‘Fund
                                                  from securities dealers to determine                    movement in interest rates and market                   Deposit,’’ which represents the
                                                  current value. Investments having a                     indices). In these cases, the Fund’s NAV                minimum initial and subsequent
                                                  maturity of 60 days or less are generally               may reflect certain portfolio securities’               investment amount for a Creation Unit
                                                  valued at amortized cost.                               fair values rather than their market                    of the Fund. The ‘‘Cash Component’’ is
                                                     Listed futures will generally be valued              prices.                                                 an amount equal to the difference
                                                  at the settlement price determined by                                                                           between the NAV of the Shares (per
                                                  the applicable exchange. Listed options                 Creation and Redemption of Shares                       Creation Unit) and the market value of
                                                  will generally be valued at the last sale                  The NAV of Shares of the Fund will                   the Deposit Securities or Deposit Cash,
                                                  price on the applicable exchange. Non-                  be determined once each business day,                   as applicable. If the Cash Component is
                                                  exchange traded derivatives, including                  normally 4:00 p.m. Eastern time. The                    a positive number (i.e., the NAV per
                                                  OTC-traded options, swaps, forwards,                    Fund currently anticipates that a                       Creation Unit exceeds the market value
                                                  and structured investments, will                        Creation Unit will consist of 50,000                    of the Deposit Securities or Deposit
                                                  normally be valued on the basis of                      Shares, though this number may change                   Cash, as applicable), the Cash
                                                  quotations or equivalent indication of                  from time to time, including prior to the               Component shall be such positive
                                                  value supplied by a third-party pricing                 listing of the Fund. The exact number of                amount. If the Cash Component is a
                                                  service or broker-dealer who makes                      Shares that will comprise a Creation                    negative number (i.e., the NAV per
                                                  markets in such instruments. The                        Unit will be disclosed in the                           Creation Unit is less than the market
                                                  Fund’s OTC-traded derivative                            Registration Statement of the Fund. The                 value of the Deposit Securities or
                                                  instruments will generally be valued at                                                                         Deposit Cash, as applicable), the Cash
                                                  bid prices.                                                19 If a security’s market price is not readily       Component will be such negative
                                                     Common stocks and other exchange-                    available or is deemed unreliable, the security will    amount and the creator will be entitled
                                                  traded equity securities (including                     be valued by another method that the Board              to receive cash in an amount equal to
                                                  shares of preferred securities,                         believes will better reflect fair value in accordance
                                                                                                          with the Trust’s valuation policies and procedures
                                                                                                                                                                  the Cash Component. The Cash
                                                  convertible securities, and exchange                    and in accordance with the 1940 Act. The Board          Component serves the function of
                                                  traded investment companies (‘‘ETPs’’))                 has delegated the process of valuing securities for     compensating for any differences
                                                  generally will be valued at the last                    which market quotations are not readily available       between the NAV per Creation Unit and
                                                  reported sale price or the official closing             or are deemed unreliable to the Committee. The
                                                                                                          Committee, subject to oversight by the Board, may
                                                                                                                                                                  the market value of the Deposit
                                                  price on that exchange where the                        use fair value pricing in a variety of circumstances,   Securities or Deposit Cash, as
                                                  security is primarily traded on the day                 including but not limited to, situations when           applicable.
                                                  that the valuation is made. Foreign                     trading in a security has been suspended or halted.        The Custodian, through the National
                                                                                                          Accordingly, the Fund’s NAV may reflect certain
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  equities and exchange-listed Depositary                                                                         Securities Clearing Corporation
                                                                                                          securities’ fair values rather than their market
                                                  Receipts will be valued at the last sale                prices. Fair value pricing involves subjective
                                                                                                                                                                  (‘‘NSCC’’), will make available on each
                                                  or official closing price on the relevant               judgments and it is possible that the fair value        business day, prior to the opening of
                                                  exchange on the valuation date. If,                     determination for a security is materially different    business on the Exchange, the list of the
                                                  however, neither the last sale price nor                than the value that could be received on the sale       names and the required amount of each
                                                                                                          of the security. The Committee has implemented
                                                  the official closing price is available,                procedures designed to prevent the use and
                                                                                                                                                                  Deposit Security or the required amount
                                                  each of these securities will be valued                 dissemination of material, non-public information       of Deposit Cash, as applicable, to be
                                                  at either the last reported sale price or               regarding the Fund.                                     included in the current Fund Deposit


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                                                                                  Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices                                                    2287

                                                  (based on information at the end of the                    The creation/redemption order cut-off            Portfolio will include, as applicable:
                                                  previous business day) for the Fund.                    time for the Fund is expected to be 4:00            The ticker symbol; CUSIP number or
                                                  Such Fund Deposit is subject to any                     p.m. Eastern time. Creation/redemption              other identifier, if any; a description of
                                                  applicable adjustments as described in                  order cut-off times may be earlier on any           the holding (including the type of
                                                  the Registration Statement, in order to                 day that the Securities Industry and                holding, such as the type of swap); the
                                                  effect purchases of Creation Units of the               Financial Markets Association                       identity of the security, commodity,
                                                  Fund until such time as the next-                       (‘‘SIFMA’’) (or applicable exchange or              index or other asset or instrument
                                                  announced composition of the Deposit                    market on which the Fund’s                          underlying the holding, if any; for
                                                  Securities or the required amount of                    investments are traded) announces an                options, the option strike price; quantity
                                                  Deposit Cash, as applicable, is made                    early closing time. On days when the                held (as measured by, for example, par
                                                  available.                                              Exchange closes earlier than normal, the            value, notional value or number of
                                                     Shares may be redeemed only in                       Fund may require orders for Creation                shares, contracts, or units); maturity
                                                  Creation Units at their NAV next                        Units to be placed earlier in the day.              date, if any; coupon rate, if any;
                                                  determined after receipt of a redemption                                                                    effective date, if any; market value of the
                                                  request in proper form by the Fund                      Availability of Information
                                                                                                                                                              holding; and the percentage weighting
                                                  through the Transfer Agent and only on                     The Fund’s Web site, which will be               of the holding in the Fund’s portfolio.
                                                  a business day.                                         publicly available prior to the public              The Web site and information will be
                                                     With respect to the Fund, the                        offering of Shares, will include a form             publicly available at no charge.
                                                  Custodian, through the NSCC, will make                  of the prospectus for the Fund that may                In addition, for the Fund, an
                                                  available immediately prior to the                      be downloaded. The Web site will                    estimated value, defined in BATS Rule
                                                  opening of business on the Exchange                     include additional quantitative                     14.11(i)(3)(C) as the ‘‘Intraday Indicative
                                                  (9:30 a.m. Eastern time) on each                        information updated on a daily basis,               Value,’’ that reflects an estimated
                                                  business day, the list of the names and                 including, for the Fund: (1) The prior              intraday value of the Fund’s portfolio,
                                                  share quantities of the Fund’s portfolio                business day’s reported NAV, mid-point will be disseminated. Moreover, the
                                                  securities that will be applicable                      of the bid/ask spread at the time of                Intraday Indicative Value will be based
                                                  (subject to possible amendment or                       calculation of such NAV (the ‘‘Bid/Ask              upon the current value for the
                                                  correction) to redemption requests                      Price’’),21 daily trading volume, and a             components of the Disclosed Portfolio
                                                  received in proper form on that day                     calculation of the premium and                      and will be updated and widely
                                                  (‘‘Fund Securities’’). Fund Securities                  discount of the Bid/Ask Price against               disseminated by one or more major
                                                  received on redemption may not be                       the NAV; and (2) data in chart format               market data vendors at least every 15
                                                  identical to Deposit Securities.                        displaying the frequency distribution of seconds during the Exchange’s Regular
                                                     Redemption proceeds for a Creation                   discounts and premiums of the daily                 Trading Hours.24 In addition, the
                                                  Unit will be paid either in-kind or in                  Bid/Ask Price against the NAV, within               quotations of certain of the Fund’s
                                                  cash or a combination thereof, as                       appropriate ranges, for each of the four            holdings may not be updated during
                                                  determined by the Trust. With respect to                previous calendar quarters. Daily                   U.S. trading hours if such holdings do
                                                  in-kind redemptions of the Fund,                        trading volume information for the                  not trade in the United States or if
                                                  redemption proceeds for a Creation Unit                 Fund will also be available in the                  updated prices cannot be ascertained.
                                                  will consist of Fund Securities as                      financial section of newspapers, through               The dissemination of the Intraday
                                                  announced by the Custodian on the                       subscription services such as                       Indicative Value, together with the
                                                  business day of the request for                         Bloomberg, Thomson Reuters, and                     Disclosed Portfolio, will allow investors
                                                  redemption received in proper form                      International Data Corporation, which               to determine the value of the underlying
                                                  plus cash in an amount equal to the                     can be accessed by authorized                       portfolio of the Fund on a daily basis
                                                  difference between the NAV of the                       participants and other investors, as well and provide a close estimate of that
                                                  Shares being redeemed, as next                          as through other electronic services,               value throughout the trading day.
                                                  determined after a receipt of a request                 including major public Web sites. On                   Intraday, closing, and settlement
                                                  in proper form, and the value of the                    each business day, before                           prices of common stocks and other
                                                  Fund Securities (the ‘‘Cash Redemption                  commencement of trading in Shares                   exchange-listed instruments (including
                                                  Amount’’), less a fixed redemption                      during Regular Trading Hours 22 on the              Depositary Receipts, preferred
                                                  transaction fee and any applicable                      Exchange, the Fund will disclose on its             securities, convertible securities,
                                                  additional variable charge as set forth in              Web site the identities and quantities of common stock, and ETPs) will be
                                                  the Registration Statement. In the event                the portfolio of securities and other               readily available from the national
                                                  that the Fund Securities have a value                   assets (the ‘‘Disclosed Portfolio’’) held           securities exchanges trading such
                                                  greater than the NAV of the Shares, a                   by the Fund that will form the basis for            securities as well as automated
                                                  compensating cash payment equal to the                  the Fund’s calculation of NAV at the                quotation systems, published or other
                                                  differential will be required to be made                end of the business day.23 The Disclosed public sources, or online information
                                                  by or through an authorized participant                                                                     services such as Bloomberg or Reuters.
                                                  by the redeeming shareholder.                             21 The Bid/Ask Price of the Fund will be          Intraday and closing price information
                                                  Notwithstanding the foregoing, at the                   determined using the midpoint of the highest bid    for exchange-traded options and futures
                                                                                                          and the lowest offer on the Exchange as of the time
                                                  Trust’s discretion, an authorized                       of calculation of the Fund’s NAV. The records
                                                                                                                                                              will be available from the applicable
                                                  participant may receive the                             relating to Bid/Ask Prices will be retained by the  exchange and from major market data
                                                  corresponding cash value of the                         Fund and its service providers.                     vendors. In addition, price information
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                                                                            22 Regular Trading Hours are 9:30 a.m. to 4:00
                                                  securities in lieu of the in-kind                                                                           for U.S. exchange-traded options will be
                                                                                                          p.m. Eastern Time.
                                                  securities value representing one or                      23 Under accounting procedures to be followed by
                                                                                                                                                              available from the Options Price
                                                  more Fund Securities.20                                 the Fund, trades made on the prior business day     Reporting Authority. Quotation
                                                                                                          (‘‘T’’) will be booked and reflected in NAV on the
                                                    20 The Adviser represents that, to the extent that    current business day (‘‘T+1’’). Accordingly, the           24 Currently, it is the Exchange’s understanding

                                                  the Trust permits or requires a ‘‘cash in lieu’’        Fund will be able to disclose at the beginning of the   that several major market data vendors display and/
                                                  amount, such transactions will be effected in the       business day the portfolio that will form the basis     or make widely available Intraday Indicative Values
                                                  same or equitable manner for all Authorized             for the NAV calculation at the end of the business      published via the Consolidated Tape Association
                                                  Participants.                                           day.                                                    (‘‘CTA’’) or other data feeds.



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                                                  2288                            Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices

                                                  information from brokers and dealers or                  market are present. Trading in the                     associated with trading the Shares.
                                                  pricing services will be available for                   Shares also will be subject to Rule                    Specifically, the Information Circular
                                                  Fixed Income Securities. Price                           14.11(i)(4)(B)(iv), which sets forth                   will discuss the following: (1) The
                                                  information regarding spot currency                      circumstances under which Shares of                    procedures for purchases and
                                                  transactions and OTC-traded derivative                   the Fund may be halted.                                redemptions of Shares in Creation Units
                                                  instruments, including options, swaps,                                                                          (and that Shares are not individually
                                                                                                           Trading Rules
                                                  and forward currency transactions, as                                                                           redeemable); (2) BATS Rule 3.7, which
                                                  well as non-exchange listed equity                          The Exchange deems the Shares to be                 imposes suitability obligations on
                                                  securities traded in the OTC market,                     equity securities, thus rendering trading              Exchange members with respect to
                                                  including Restricted Securities,                         in the Shares subject to the Exchange’s                recommending transactions in the
                                                  repurchase and reverse repurchase                        existing rules governing the trading of                Shares to customers; (3) how
                                                  agreements, OTC equity securities, OTC-                  equity securities. BATS will allow                     information regarding the Intraday
                                                  traded preferred securities, and OTC-                    trading in the Shares from 8:00 a.m.                   Indicative Value and the Disclosed
                                                  traded convertible securities, is                        until 5:00 p.m. Eastern Time. The                      Portfolio is disseminated; (4) the risks
                                                  available from major market data                         Exchange has appropriate rules to                      involved in trading the Shares during
                                                  vendors.                                                 facilitate transactions in the Shares                  the Pre-Opening 27 and After Hours
                                                     Information regarding market price                    during all trading sessions. As provided               Trading Sessions 28 when an updated
                                                  and volume of the Shares will be                         in BATS Rule 14.11(i)(2)(C), the                       Intraday Indicative Value will not be
                                                  continually available on a real-time                     minimum price variation for quoting                    calculated or publicly disseminated; (5)
                                                  basis throughout the day on brokers’                     and entry of orders in Managed Fund                    the requirement that members deliver a
                                                  computer screens and other electronic                    Shares traded on the Exchange is $0.01.                prospectus to investors purchasing
                                                  services. The previous day’s closing                                                                            newly issued Shares prior to or
                                                  price and trading volume information                     Surveillance
                                                                                                                                                                  concurrently with the confirmation of a
                                                  for the Shares will be published daily in                   The Exchange believes that its                      transaction; and (6) trading information.
                                                  the financial section of newspapers.                     surveillance procedures are adequate to                   In addition, the Information Circular
                                                  Quotation and last sale information for                  properly monitor the trading of the                    will advise members, prior to the
                                                  the Shares will be available on the                      Shares on the Exchange during all                      commencement of trading, of the
                                                  facilities of the CTA.                                   trading sessions and to deter and detect               prospectus delivery requirements
                                                                                                           violations of Exchange rules and the                   applicable to the Fund. Members
                                                  Initial and Continued Listing
                                                                                                           applicable federal securities laws.                    purchasing Shares from the Fund for
                                                    The Shares will be subject to BATS                     Trading of the Shares through the                      resale to investors will deliver a
                                                  Rule 14.11(i), which sets forth the initial              Exchange will be subject to the                        prospectus to such investors. The
                                                  and continued listing criteria applicable                Exchange’s surveillance procedures for                 Information Circular will also discuss
                                                  to Managed Fund Shares. The Exchange                     derivative products, including Managed                 any exemptive, no-action, and
                                                  represents that, for initial and/or                      Fund Shares. The Exchange may obtain                   interpretive relief granted by the
                                                  continued listing, the Fund must be in                   information regarding trading in the                   Commission from any rules under the
                                                  compliance with Rule 10A–3 under the                     Shares and the underlying shares in                    Act.
                                                  Act.25 A minimum of 100,000 Shares                       exchange traded investment companies,                     In addition, the Information Circular
                                                  will be outstanding at the                               U.S. equity securities, foreign securities,            will reference that the Fund is subject
                                                  commencement of trading on the                           futures, and options via the ISG, from                 to various fees and expenses described
                                                  Exchange. The Exchange will obtain a                     other exchanges who are members or                     in the Registration Statement. The
                                                  representation from the issuer of the                    affiliates of the ISG, or with which the               Information Circular will also disclose
                                                  Shares that the NAV per Share will be                    Exchange has entered into a                            the trading hours of the Shares of the
                                                  calculated daily and that the NAV and                    comprehensive surveillance sharing                     Fund and the applicable NAV
                                                  the Disclosed Portfolio will be made                     agreement.26 In addition, the Exchange                 Calculation Time for the Shares. The
                                                  available to all market participants at                  is able to access, as needed, trade                    Information Circular will disclose that
                                                  the same time.                                           information for certain fixed income                   information about the Shares of the
                                                                                                           instruments reported to FINRA’s Trade                  Fund will be publicly available on the
                                                  Trading Halts
                                                                                                           Reporting and Compliance Engine                        Fund’s Web site. In addition, the
                                                     With respect to trading halts, the                    (‘‘TRACE’’). The Exchange prohibits the                Information Circular will reference that
                                                  Exchange may consider all relevant                       distribution of material non-public                    the Trust is subject to various fees and
                                                  factors in exercising its discretion to                  information by its employees.                          expenses described in the Fund’s
                                                  halt or suspend trading in the Shares of                                                                        Registration Statement.
                                                  the Fund. The Exchange will halt                         Information Circular
                                                  trading in the Shares under the                                                                                 2. Statutory Basis
                                                                                                              Prior to the commencement of
                                                  conditions specified in BATS Rule                        trading, the Exchange will inform its                     The Exchange believes that the
                                                  11.18. Trading may be halted because of                  members in an Information Circular of                  proposal is consistent with Section 6(b)
                                                  market conditions or for reasons that, in                the special characteristics and risks                  of the Act 29 in general and Section
                                                  the view of the Exchange, make trading                                                                          6(b)(5) of the Act 30 in particular in that
                                                  in the Shares inadvisable. These may                       26 For a list of the current members and affiliate   it is designed to prevent fraudulent and
                                                  include: (1) The extent to which trading                 members of ISG, see www.isgportal.com. The             manipulative acts and practices, to
                                                                                                           Exchange notes that not all components of the          promote just and equitable principles of
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                                                  is not occurring in the securities and/or
                                                                                                           Disclosed Portfolio for the Fund may trade on          trade, to foster cooperation and
                                                  the financial instruments composing the                  markets that are members of ISG or with which the
                                                  Disclosed Portfolio of the Fund; or (2)                  Exchange has in place a comprehensive
                                                                                                                                                                    27 The Pre-Opening Session is from 8:00 a.m. to
                                                  whether other unusual conditions or                      surveillance sharing agreement. The Exchange also
                                                                                                           notes that all exchange-traded instruments,            9:30 a.m. Eastern Time.
                                                  circumstances detrimental to the                                                                                  28 The After Hours Trading Session is from 4:00
                                                                                                           including investment company securities, futures,
                                                  maintenance of a fair and orderly                        and options will trade on markets that are a member    p.m. to 5:00 p.m. Eastern Time.
                                                                                                                                                                    29 15 U.S.C. 78f.
                                                                                                           of ISG or with which the Exchange has in place a
                                                    25 See   17 CFR 240.10A–3.                             comprehensive surveillance sharing agreement.            30 15 U.S.C. 78f(b)(5).




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                                                                                  Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices                                                        2289

                                                  coordination with persons engaged in                     is able to access, as needed, trade                      1940 Act.33 The Fund will monitor its
                                                  facilitating transactions in securities, to              information for certain fixed income                     portfolio liquidity on an ongoing basis
                                                  remove impediments to and perfect the                    instruments reported to FINRA’s                          to determine whether, in light of current
                                                  mechanism of a free and open market                      TRACE.                                                   circumstances, an adequate level of
                                                  and a national market system and, in                        According to the Registration                         liquidity is being maintained, and will
                                                  general, to protect investors and the                    Statement, the Fund intends to achieve                   consider taking appropriate steps in
                                                  public interest.                                         its investment objective by investing,                   order to maintain adequate liquidity if,
                                                     The Exchange believes that the                        under normal circumstances, at least                     through a change in values, net assets,
                                                  proposed rule change is designed to                      80% of its net assets in Fixed Income                    or other circumstances, more than 15%
                                                  prevent fraudulent and manipulative                      Securities from at least five emerging                   of the Fund’s net assets are held in
                                                  acts and practices in that the Shares will               market countries, with no more than                      illiquid assets. Illiquid assets include
                                                  be listed and traded on the Exchange                     20% allocated to a single country. The                   securities subject to contractual or other
                                                  pursuant to the initial and continued                    Fund’s investments will be consistent                    restrictions on resale and other
                                                  listing criteria in BATS Rule 14.11(i).                  with the Fund’s investment objective                     instruments that lack readily available
                                                  The Exchange believes that its                           and will not be used to achieve                          markets as determined in accordance
                                                  surveillance procedures are adequate to                  leveraged or inverse leveraged returns,                  with Commission staff guidance.
                                                  properly monitor the trading of the                      as stated above. While the Fund is                          The proposed rule change is designed
                                                  Shares on the Exchange during all                        permitted to invest without restriction                  to promote just and equitable principles
                                                  trading sessions and to deter and detect                 in corporate bonds, the Sub-Adviser                      of trade and to protect investors and the
                                                  violations of Exchange rules and the                     expects that, under normal                               public interest in that the Exchange will
                                                  applicable federal securities laws. If the               circumstances, the Fund will generally                   obtain a representation from the issuer
                                                  investment adviser to the investment                     seek to invest in corporate bond                         of the Shares that the NAV per Share
                                                  company issuing Managed Fund Shares                      issuances that have at least                             will be calculated daily and that the
                                                  is affiliated with a broker-dealer, such                 $100,000,000 par amount outstanding.                     NAV and the Disclosed Portfolio will be
                                                  investment adviser to the investment                                                                              made available to all market
                                                                                                           Further, component corporate bonds
                                                  company shall erect a ‘‘fire wall’’                                                                               participants at the same time. In
                                                                                                           that in the aggregate account for at least
                                                  between the investment adviser and the                                                                            addition, a large amount of information
                                                                                                           75% of the weight of corporate bonds
                                                  broker-dealer with respect to access to                                                                           is publicly available regarding the Fund
                                                                                                           will have a minimum original principal
                                                  information concerning the composition                                                                            and the Shares, thereby promoting
                                                                                                           outstanding of $100 million or more.
                                                  and/or changes to such investment                                                                                 market transparency. Moreover, the
                                                                                                              In addition to the holdings in Fixed                  Intraday Indicative Value will be
                                                  company portfolio. The Adviser is not a                  Income Securities described above as
                                                  registered broker-dealer, but is affiliated                                                                       disseminated by one or more major
                                                                                                           part of the Fund’s principal investment                  market data vendors at least every 15
                                                  with a broker-dealer and has                             strategy, the Fund may also, to a limited
                                                  implemented a ‘‘fire wall’’ with respect                                                                          seconds during Regular Trading Hours.
                                                                                                           extent (under normal circumstances,                      On each business day, before
                                                  to such broker-dealer regarding access to                less than 20% of the Fund’s net assets)
                                                  information concerning the composition                                                                            commencement of trading in Shares
                                                                                                           and as further described above, engage                   during Regular Trading Hours, the Fund
                                                  and/or changes to the Fund’s portfolio.                  in transactions in the following:
                                                  In the event (a) the Adviser or Sub-                                                                              will disclose on its Web site the
                                                  Adviser becomes registered as a broker-                     U.S. Government obligations, U.S.                     Disclosed Portfolio that will form the
                                                  dealer or newly affiliated with a broker-                equity securities, repurchase                            basis for the Fund’s calculation of NAV
                                                  dealer, or (b) any new adviser or sub-                   agreements, reverse repurchase                           at the end of the business day. Pricing
                                                  adviser is a registered broker-dealer or                 agreements, portfolio lending,                           information will be available on the
                                                  becomes affiliated with a broker-dealer,                 convertible securities, short-term                       Fund’s Web site including: (1) The prior
                                                  it will implement a fire wall with                       instruments, Restricted Securities, and                  business day’s reported NAV, the Bid/
                                                  respect to its relevant personnel or                     securities of other investment                           Ask Price of the Fund, and a calculation
                                                  broker-dealer affiliate regarding access                 companies.                                               of the premium and discount of the Bid/
                                                  to information concerning the                               The Fund may hold up to an aggregate                  Ask Price against the NAV; and (2) data
                                                  composition and/or changes to the                        amount of 15% of its net assets in                       in chart format displaying the frequency
                                                  portfolio, and will be subject to                        illiquid assets (calculated at the time of               distribution of discounts and premiums
                                                  procedures designed to prevent the use                   investment), including Restricted                        of the daily Bid/Ask Price against the
                                                  and dissemination of material non-                       Securities deemed illiquid by the
                                                                                                                                                                      33 The Commission has stated that long-standing
                                                  public information regarding such                        Adviser or Sub-Adviser 32 under the
                                                                                                                                                                    Commission guidelines have required open-end
                                                  portfolio. The Exchange may obtain                                                                                funds to hold no more than 15% of their net assets
                                                  information regarding trading in the                     markets that are members of ISG or with which the        in illiquid securities and other illiquid assets. See
                                                                                                           Exchange has in place a comprehensive                    Investment Company Act Release No. 28193 (March
                                                  Shares and the underlying shares in                      surveillance sharing agreement. The Exchange also        11, 2008), 73 FR 14618 (March 18, 2008), footnote
                                                  Depositary Receipts that are not OTC                     notes that all of the exchange-listed investment         34. See also, Investment Company Act Release No.
                                                  ADRs and exchange traded investment                      company securities, futures, and options will trade      5847 (October 21, 1969), 35 FR 19989 (December
                                                  companies, U.S. equity securities,                       on markets that are a member of ISG or with which        31, 1970) (Statement Regarding ‘‘Restricted
                                                                                                           the Exchange has in place a comprehensive                Securities’’); Investment Company Act Release No.
                                                  futures, and options via the ISG, from                   surveillance sharing agreement.                          18612 (March 12, 1992), 57 FR 9828 (March 20,
                                                  other exchanges who are members or                          32 In reaching liquidity decisions, the Adviser and   1992) (Revisions of Guidelines to Form N–1A). A
                                                  affiliates of the ISG, or with which the                 Sub-Adviser may consider factors including: The          fund’s portfolio security is illiquid if it cannot be
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                                                  Exchange has entered into a                              frequency of trades and quotes for the security; the     disposed of in the ordinary course of business
                                                  comprehensive surveillance sharing                       number of dealers wishing to purchase or sell the        within seven days at approximately the value
                                                                                                           security and the number of other potential               ascribed to it by the fund. See Investment Company
                                                  agreement.31 In addition, the Exchange                   purchasers; dealer undertakings to make a market         Act Release No. 14983 (March 12, 1986), 51 FR
                                                                                                           in the security; the nature of the security and the      9773 (March 21, 1986) (adopting amendments to
                                                    31 For a list of the current members and affiliate     nature of the marketplace in which it trades (e.g.,      Rule 2a–7 under the 1940 Act); Investment
                                                  members of ISG, see www.isgportal.com. The               the time needed to dispose of the security, the          Company Act Release No. 17452 (April 23, 1990),
                                                  Exchange notes that not all components of the            method of soliciting offers, and the mechanics of        55 FR 17933 (April 30, 1990) (adopting Rule 144A
                                                  Disclosed Portfolio for the Fund may trade on            transfer).                                               under the Securities Act of 1933).



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                                                  2290                           Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices

                                                  NAV, within appropriate ranges, for                     traded convertible securities, is                        (B) institute proceedings to determine
                                                  each of the four previous calendar                      available from major market data                       whether the proposed rule change
                                                  quarters. Additionally, information                     vendors.                                               should be disapproved.
                                                  regarding market price and trading of                      The proposed rule change is designed
                                                  the Shares will be continually available                                                                       IV. Solicitation of Comments
                                                                                                          to perfect the mechanism of a free and
                                                  on a real-time basis throughout the day                 open market and, in general, to protect                  Interested persons are invited to
                                                  on brokers’ computer screens and other                  investors and the public interest in that              submit written data, views, and
                                                  electronic services, and quotation and                  it will facilitate the listing and trading             arguments concerning the foregoing,
                                                  last sale information for the Shares will               of an additional type of actively-                     including whether the proposed rule
                                                  be available on the facilities of the CTA.              managed exchange-traded product that                   change is consistent with the Act.
                                                  The Web site for the Fund will include                  will enhance competition among market                  Comments may be submitted by any of
                                                  a form of the prospectus for the Fund                   participants, to the benefit of investors              the following methods:
                                                  and additional data relating to NAV and                 and the marketplace. As noted above,
                                                  other applicable quantitative                           the Exchange has in place surveillance                 Electronic Comments
                                                  information. Trading in Shares of the                   procedures relating to trading in the
                                                  Fund will be halted under the                           Shares and may obtain information via                    • Use the Commission’s Internet
                                                  conditions specified in BATS Rule                       ISG from other exchanges that are                      comment form (http://www.sec.gov/
                                                  11.18. Trading may also be halted                       members of ISG or with which the                       rules/sro.shtml); or
                                                  because of market conditions or for                     Exchange has entered into a                              • Send an email to rule-comments@
                                                  reasons that, in the view of the                        comprehensive surveillance sharing                     sec.gov. Please include File Number SR–
                                                  Exchange, make trading in the Shares                    agreement. In addition, as noted above,                BATS–2015–94 on the subject line.
                                                  inadvisable. Finally, trading in the                    investors will have ready access to
                                                  Shares will be subject to BATS Rule                     information regarding the Fund’s                       Paper Comments
                                                  14.11(i)(4)(B)(iv), which sets forth                    holdings, the Intraday Indicative Value,
                                                  circumstances under which Shares of                                                                              • Send paper comments in triplicate
                                                                                                          the Disclosed Portfolio, and quotation
                                                  the Fund may be halted. In addition, the                                                                       to Secretary, Securities and Exchange
                                                                                                          and last sale information for the Shares.
                                                  Exchange is able to access, as needed,                                                                         Commission, 100 F Street NE.,
                                                                                                             For the above reasons, the Exchange
                                                  trade information for certain fixed                                                                            Washington, DC 20549–1090.
                                                                                                          believes that the proposed rule change
                                                  income instruments reported to FINRA’s                  is consistent with the requirements of                 All submissions should refer to File
                                                  TRACE. As noted above, investors will                   Section 6(b)(5) of the Act.                            Number SR–BATS–2015–94. This file
                                                  also have ready access to information                                                                          number should be included on the
                                                  regarding the Fund’s holdings, the                      B. Self-Regulatory Organization’s
                                                                                                          Statement on Burden on Competition                     subject line if email is used. To help the
                                                  Intraday Indicative Value, the Disclosed                                                                       Commission process and review your
                                                  Portfolio, and quotation and last sale                     The Exchange does not believe that                  comments more efficiently, please use
                                                  information for the Shares.                             the proposed rule change will impose                   only one method. The Commission will
                                                     Intraday, closing, and settlement                    any burden on competition that is not                  post all comments on the Commission’s
                                                  prices of common stocks and other                       necessary or appropriate in furtherance                Internet Web site (http://www.sec.gov/
                                                  exchange-listed instruments (including                  of the purpose of the Act. The Exchange                rules/sro.shtml). Copies of the
                                                  Depositary Receipts, preferred                          notes that the proposed rule change will               submission, all subsequent
                                                  securities, convertible securities,                     facilitate the listing and trading of an               amendments, all written statements
                                                  common stock, and ETPs) will be                         additional actively-managed exchange-                  with respect to the proposed rule
                                                  readily available from the national                     traded product that will enhance                       change that are filed with the
                                                  securities exchanges trading such                       competition among market participants,                 Commission, and all written
                                                  securities as well as automated                         to the benefit of investors and the                    communications relating to the
                                                  quotation systems, published or other                   marketplace.                                           proposed rule change between the
                                                  public sources, or online information                                                                          Commission and any person, other than
                                                                                                          C. Self-Regulatory Organization’s
                                                  services such as Bloomberg or Reuters.                                                                         those that may be withheld from the
                                                                                                          Statement on Comments on the
                                                  Intraday and closing price information                                                                         public in accordance with the
                                                                                                          Proposed Rule Change Received From
                                                  for exchange-traded options and futures                                                                        provisions of 5 U.S.C. 552, will be
                                                                                                          Members, Participants or Others
                                                  will be available from the applicable                                                                          available for Web site viewing and
                                                  exchange and from major market data                       The Exchange has neither solicited
                                                                                                                                                                 printing in the Commission’s Public
                                                  vendors. In addition, price information                 nor received written comments on the
                                                                                                                                                                 Reference Room, 100 F Street NE.,
                                                  for U.S. exchange-traded options will be                proposed rule change.
                                                                                                                                                                 Washington, DC 20549, on official
                                                  available from the Options Price                        III. Date of Effectiveness of the                      business days between the hours of
                                                  Reporting Authority. Quotation                          Proposed Rule Change and Timing for                    10:00 a.m. and 3:00 p.m. Copies of such
                                                  information from brokers and dealers or                 Commission Action
                                                  pricing services will be available for                                                                         filing will also be available for
                                                  Fixed Income Securities. Price                            Within 45 days of the date of                        inspection and copying at the principal
                                                  information regarding spot currency                     publication of this notice in the Federal              office of the Exchange. All comments
                                                  transactions and OTC-traded derivative                  Register or within such longer period                  received will be posted without change;
                                                                                                          up to 90 days (i) as the Commission may                the Commission does not edit personal
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                                                  instruments, including options, swaps,
                                                  and forward currency transactions, as                   designate if it finds such longer period               identifying information from
                                                  well as non-exchange listed equity                      to be appropriate and publishes its                    submissions. You should submit only
                                                  securities traded in the OTC market,                    reasons for so finding or (ii) as to which             information that you wish to make
                                                  including Restricted Securities,                        the self-regulatory organization                       available publicly. All submissions
                                                  repurchase and reverse repurchase                       consents, the Commission will:                         should refer to File Number SR–BATS–
                                                  agreements, OTC equity securities, OTC-                   (A) By order approve or disapprove                   2015–94 and should be submitted on or
                                                  traded preferred securities, and OTC-                   the proposed rule change, or                           before February 5, 2016.


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                                                                                 Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices                                                    2291

                                                    For the Commission, by the Division of                the exemption. Petitions for stay must                 discontinuance shall be protected under
                                                  Trading and Markets, pursuant to delegated              be filed no later than January 22, 2016                Oregon Short Line Railroad—
                                                  authority.34                                            (at least 7 days before the exemption                  Abandonment Portion Goshen Branch
                                                  Robert W. Errett,                                       becomes effective).                                    Between Firth & Ammon, in Bingham &
                                                  Deputy Secretary.                                          An original and 10 copies of all                    Bonneville Counties, Idaho, 360 I.C.C.
                                                  [FR Doc. 2016–00639 Filed 1–14–16; 8:45 am]             pleadings, referring to Docket No. FD                  91 (1979). To address whether this
                                                  BILLING CODE 8011–01–P                                  35988, must be filed with the Surface                  condition adequately protects affected
                                                                                                          Transportation Board, 395 E Street SW.,                employees, a petition for partial
                                                                                                          Washington, DC 20423–0001. In                          revocation under 49 U.S.C. 10502(d)
                                                  SURFACE TRANSPORTATION BOARD                            addition, a copy of each pleading must                 must be filed.
                                                                                                          be served on Karl Morell, Karl Morell &                   Provided no formal expression of
                                                  [Docket No. FD 35988]                                                                                          intent to file an offer of financial
                                                                                                          Associates, Suite 225, 655 15th Street
                                                                                                          NW., Washington, DC 20005.                             assistance (OFA) to subsidize continued
                                                  East Penn Railroad, LLC—Lease
                                                                                                             According to ESPN, this action is                   rail service has been received, this
                                                  Exemption Containing Interchange
                                                                                                          categorically excluded from                            exemption will become effective on
                                                  Commitment—Norfolk Southern
                                                                                                          environmental review under 49 CFR                      February 17, 2016, unless stayed
                                                  Railway Company
                                                                                                          1105.6(c).                                             pending reconsideration. Petitions to
                                                     East Penn Railroad, LLC (ESPN), a                       Board decisions and notices are                     stay that do not involve environmental
                                                  Class III rail carrier, has filed a verified            available on our Web site at                           issues and formal expressions of intent
                                                  notice of exemption under 49 CFR                        www.stb.dot.gov.                                       to file an OFA to subsidize continued
                                                  1150.41 to lease from Norfolk Southern                    Decided: January 12, 2016.                           rail service under 49 CFR 1152.27(c)(2) 1
                                                  Railway Company (NSR) 1.8 miles of                                                                             must be filed by January 25, 2016.2
                                                                                                            By the Board, Rachel D. Campbell,
                                                  rail line located between milepost VE                   Director, Office of Proceedings.                       Petitions to reopen must be filed by
                                                  0.00 and milepost VE 1.80 near                                                                                 February 4, 2016, with the Surface
                                                                                                          Jeffrey Herzig,
                                                  Philadelphia, Pa. (the Line). ESPN will                                                                        Transportation Board, 395 E Street SW.,
                                                                                                          Clearance Clerk.
                                                  be the operator on the Line.                                                                                   Washington, DC 20423–0001.
                                                     ESPN states that it will shortly enter               [FR Doc. 2016–00733 Filed 1–14–16; 8:45 am]               A copy of any petition filed with the
                                                  into an agreement with NSR for the                      BILLING CODE 4915–01–P                                 Board should be sent to CSXT’s
                                                  lease of the Line. As required by 49 CFR                                                                       representative: Louis E. Gitomer, Law
                                                  1150.43(h), ESPN has disclosed in this                                                                         Offices of Louis E. Gitomer, LLC, 600
                                                  notice that the lease agreement contains                SURFACE TRANSPORTATION BOARD                           Baltimore Ave., Suite 301, Towson, MD
                                                  a provision that will enable ESPN to                    [Docket No. AB 55 (Sub-No. 749X)]                      21204.
                                                  reduce its lease payments by receiving                                                                            If the verified notice contains false or
                                                  a credit for each car interchanged with                 CSX Transportation, Inc.—                              misleading information, the exemption
                                                  NSR.1 ESPN states that it requested the                 Discontinuance of Service                              is void ab initio.
                                                  lease credit option in order to provide                 Exemption—in Harnett County, NC                           Board decisions and notices are
                                                  it with an opportunity to earn lower                                                                           available on our Web site at
                                                                                                             CSX Transportation, Inc. (CSXT) filed               www.stb.dot.gov.
                                                  rental payment so that ESPN will be
                                                                                                          a verified notice of exemption under 49
                                                  able to invest in improvements on the                                                                            Decided: January 11, 2016.
                                                                                                          CFR part 1152 subpart F—Exempt
                                                  Line to increase traffic levels. The                                                                             By the Board, Rachel D. Campbell,
                                                                                                          Abandonments and Discontinuances of
                                                  affected interchange point is West Falls                                                                       Director, Office of Proceedings.
                                                                                                          Service to discontinue service over an
                                                  Yard, Philadelphia, Pa.                                                                                        Raina S. Contee,
                                                                                                          approximately 0.34-mile rail line
                                                     ESPN has certified that its projected                                                                       Clearance Clerk.
                                                                                                          between mileposts SDS 56.66 and SDS
                                                  annual revenues as a result of the                                                                             [FR Doc. 2016–00737 Filed 1–14–16; 8:45 am]
                                                                                                          57.00 (the Line) on its Southern Region,
                                                  proposed transaction will not result in
                                                                                                          Florence Division, South End                           BILLING CODE 4915–01–P
                                                  ESPN becoming a Class II or Class I rail
                                                                                                          Subdivision, in Harnett County, NC.
                                                  carrier. ESPN has further certified that
                                                                                                          The Line traverses United States Postal
                                                  its projected annual rail freight revenues
                                                                                                          Service Zip Code 28334.                                DEPARTMENT OF TRANSPORTATION
                                                  from operation of the Line, when
                                                                                                             CSXT has certified that: (1) No local
                                                  combined with ESPN’s projected                                                                                 Federal Motor Carrier Safety
                                                                                                          traffic has moved over the Line for at
                                                  revenues from current rail freight                                                                             Administration
                                                                                                          least two years; (2) there is no overhead
                                                  operations, would not exceed $5
                                                                                                          traffic on the Line that would have to be              [Docket No. FMCSA–2015–0372]
                                                  million.
                                                     ESPN states that it intends to                       rerouted over other lines; (3) no formal
                                                  consummate the transaction on or after                  complaint filed by a user of rail service              Notice of Availability of a Draft
                                                  January 29, 2016, the effective date of                 on the Line (or by a state or local                    Environmental Assessment for the City
                                                  the exemption (30 days after the                        government entity acting on behalf of                  of El Paso, Texas, Commercial Zone
                                                  exemption was filed).                                   such user) regarding cessation of service              Expansion
                                                     If the verified notice contains false or             over the Line is pending either with the
                                                                                                                                                                 AGENCY:Federal Motor Carrier Safety
                                                  misleading information, the exemption                   Surface Transportation Board or any
                                                                                                                                                                 Administration (FMCSA), DOT.
                                                  is void ab initio. Petitions to revoke the              U.S. District Court or has been decided
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                                                  exemption under 49 U.S.C. 10502(d)                      in favor of a complainant within the                     1 Each OFA must be accompanied by the filing

                                                  may be filed at any time. The filing of                 two-year period; and (4) the                           fee, which is currently set at $1,600. See 49 CFR
                                                  a petition to revoke will not                           requirements at 49 CFR 1105.12                         1002.2(f)(25).
                                                  automatically stay the effectiveness of                 (newspaper publication), and 49 CFR                      2 Because this is a discontinuance proceeding and

                                                                                                          1152.50(d)(1) (notice to governmental                  not an abandonment, interim trail use/rail banking
                                                                                                                                                                 and public use conditions are not appropriate.
                                                    34 17
                                                        CFR 200.30–3(a)(12).                              agencies) have been met.                               Because there will be an environmental review
                                                    1 ESPN has filed the lease agreement under seal          As a condition to this exemption, any               during abandonment, this discontinuance does not
                                                  pursuant to 49 CFR 1150.43(h)(1)(ii).                   employee adversely affected by the                     require an environmental review.



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Document Created: 2018-02-02 12:32:09
Document Modified: 2018-02-02 12:32:09
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 Citation81 FR 2282 

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