81_FR_33392 81 FR 33291 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to the Listing and Trading of Shares of the Natixis Seeyond International Minimum Volatility ETF Under NYSE Arca Equities Rule 8.600

81 FR 33291 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to the Listing and Trading of Shares of the Natixis Seeyond International Minimum Volatility ETF Under NYSE Arca Equities Rule 8.600

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 101 (May 25, 2016)

Page Range33291-33299
FR Document2016-12242

Federal Register, Volume 81 Issue 101 (Wednesday, May 25, 2016)
[Federal Register Volume 81, Number 101 (Wednesday, May 25, 2016)]
[Notices]
[Pages 33291-33299]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-12242]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77861; File No. SR-NYSEArca-2016-67]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating to the Listing and Trading of Shares 
of the Natixis Seeyond International Minimum Volatility ETF Under NYSE 
Arca Equities Rule 8.600

May 19, 2016.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on May 5, 2016, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the Natixis 
Seeyond International Minimum Volatility ETF under NYSE Arca Equities 
Rule 8.600 (``Managed Fund Shares). The proposed rule change is 
available on the Exchange's Web site at www.nyse.com,

[[Page 33292]]

at the principal office of the Exchange, and at the Commission's Public 
Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (''Shares'') of the 
following under NYSE Arca Equities Rule 8.600, which governs the 
listing and trading of Managed Fund Shares: \4\ Natixis Seeyond 
International Minimum Volatility ETF (``Fund'').\5\
---------------------------------------------------------------------------

    \4\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies. In contrast, 
an open-end investment company that issues Investment Company Units, 
listed and traded on the Exchange under NYSE Arca Equities Rule 
5.2(j)(3), seeks to provide investment results that correspond 
generally to the price and yield performance of a specific foreign 
or domestic stock index, fixed income securities index or 
combination thereof.
    \5\ The Commission has previously approved listing and trading 
on the Exchange of a number of actively managed funds under Rule 
8.600. See, e.g., Securities Exchange Act Release Nos. 57801 (May 8, 
2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-2008-31) (order 
approving Exchange listing and trading of twelve actively-managed 
funds of the WisdomTree Trust); 62502 (July 15, 2010), 75 FR 42471 
(July 21, 2010) (SR-NYSEArca-2010-57) (order approving listing and 
trading of AdviserShares WCM/BNY Mellon Focused Growth ADR ETF); 
63076 (October 12, 2010), 75 FR 63874 (October 18, 2010) (SR-
NYSEArca-2010-79) (order approving listing and trading of Cambria 
Global Tactical ETF); 71540 (February 12, 2014), 79 FR 9515 
(February 19, 2014) (SR-NYSEArca-2013-138) (order approving listing 
and trading of shares of the iShares Enhanced International Large-
Cap ETF and iShares Enhanced International Small-Cap ETF).
---------------------------------------------------------------------------

    The Shares will be offered by Natixis ETF Trust (the ``Trust''), 
which is registered with the Commission as an open-end management 
investment company.\6\ NGAM Advisors, L.P. will serve as the investment 
adviser and administrator to the Fund (the ``Adviser'' or 
``Administrator''). Natixis Asset Management U.S., LLC (``Natixis AM 
US'') will serve as the Fund's sub-adviser (``Sub-Adviser''). State 
Street Bank and Trust Company (the ``Custodian'' or ``Transfer Agent'') 
will serve as custodian and transfer agent for the Fund.
---------------------------------------------------------------------------

    \6\ The Trust is registered under the 1940 Act. On March 14, 
2016, the Trust filed with the Commission its initial registration 
statement on Form N-1A under the Securities Act of 1933 (15 U.S.C. 
77a) (``Securities Act''), and under the 1940 Act relating to the 
Fund (File Nos. 333-210156 and 811-23146) (``Registration 
Statement''). The description of the operation of the Trust and the 
Fund herein is based, in part, on the Registration Statement. In 
addition, the Commission has issued an order granting certain 
exemptive relief to the Trust under the1940 Act. See Investment 
Company Act Release No. 30654 (August 20, 2013) (File No. 812-13942-
02) (``Exemptive Order'').
---------------------------------------------------------------------------

    Commentary .06 to Rule 8.600 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. In addition, Commentary 
.06 further requires that personnel who make decisions on the open-end 
fund's portfolio composition must be subject to procedures designed to 
prevent the use and dissemination of material nonpublic information 
regarding the open-end fund's portfolio.\7\ Commentary .06 to Rule 
8.600 is similar to Commentary .03(a)(i) and (iii) to NYSE Arca 
Equities Rule 5.2(j)(3); however, Commentary .06 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 a registered broker-dealer but are 
affiliated with a broker-dealer and have 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 any 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.
---------------------------------------------------------------------------

    \7\ 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 Sub-Adviser and their 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.
---------------------------------------------------------------------------

Principal Investments
    According to the Registration Statement, the Fund will seek long-
term capital appreciation with less volatility than international 
equity markets.
    Under normal circumstances,\8\ the Fund will invest primarily in 
non-U.S. equity securities, which are the following: Common stocks and 
``Depositary Receipts''.\9\ The Fund may

[[Page 33293]]

invest in companies of any size and typically will invest in a number 
of different countries throughout the world. The Fund's investments may 
include non-U.S. equity securities traded ``over-the-counter'' 
(``OTC'') as well as those traded on a U.S. or foreign securities 
exchange. The portfolio may also be exposed to currencies other than 
the U.S. dollar.
---------------------------------------------------------------------------

    \8\ The term ``under normal circumstances'' includes, but is not 
limited to, the absence of extreme volatility or trading halts in 
the securities markets or the financial markets generally; 
circumstances under which the Fund's investments are made for 
temporary defensive purposes; 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.
    \9\ Depositary Receipts are instruments issued by banks that 
represent an interest in equity securities held by arrangement with 
the bank. Depositary receipts can be either ``sponsored'' or 
``unsponsored.'' Sponsored depositary receipts are issued by banks 
in cooperation with the issuer of the underlying equity securities. 
Unsponsored depositary receipts are arranged without involvement by 
the issuer of the underlying equity securities and, therefore, less 
information about the issuer of the underlying equity securities may 
be available and the price may be more volatile than in the case of 
sponsored depositary receipts. American Depositary Receipts 
(``ADRs'') are depositary receipts that are bought and sold in the 
United States and are typically issued by a U.S. bank or trust 
company which evidence ownership of underlying securities by a 
foreign corporation. Investments in common stock of foreign 
corporations may be in the form of ADRs and Global Depositary 
Receipts (``GDRs'') (collectively ``Depositary Receipts''). 
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. GDRs are tradable 
both in the United States and in Europe and are designed for use 
throughout the world. Not more than 10% of the Fund's assets will be 
invested in non-exchange-listed ADRs.
---------------------------------------------------------------------------

    When building and managing the Fund's portfolio, the Sub-Adviser 
will employ both quantitative and qualitative factors in an effort to 
identify securities that demonstrate lower volatility and, in 
combination with other securities, reduce the Fund's overall volatility 
relative to the developed international equity market. In assessing the 
following three quantitative factors, the Sub-Adviser will consider 
both long and short term time horizons that it believes will enable the 
Fund to reduce overall volatility: (1) The volatility of each 
individual equity security; (2) the correlation of each individual 
equity security to all other equity securities in the Fund's investment 
universe, as defined by international developed market equities; and 
(3) the weight of each equity security within the portfolio.
    Through a qualitative assessment the Sub-Adviser will review a 
range of factors including company specific risks as well as overall 
portfolio construction and implementation considerations. Taken 
together, the quantitative and qualitative process seeks to generate 
returns while lowering overall portfolio volatility.
    The Sub-Adviser will construct the Fund's portfolio using a three 
step process, described below. The Sub-Adviser first will conduct a 
preliminary review of the equity securities within the investment 
universe, as defined by international developed market equities. 
Developed markets are economies that the Adviser believes are generally 
recognized to be fully developed markets, as measured by gross national 
income, financial market capitalization and/or other factors. This 
initial filtering is designed to exclude dual listings and eliminate 
stocks that the Sub-Adviser believes have insufficient history, 
liquidity and country-specific risk, such as corporate actions, mergers 
or acquisitions.
    In seeking to minimize the overall volatility of the Fund, the Sub-
Adviser will construct a portfolio that is systematically guided by 
proprietary quantitative analysis, which makes an assessment of 
historical volatilities and correlations within the investment universe 
and then estimates which combination of such stocks has the potential 
to display the lowest overall portfolio volatility.
    The Sub-Adviser then will actively manage the portfolio by 
continuously monitoring for changes in volatility, liquidity and 
individual risk factors with the goal of avoiding detrimental risk 
concentration. The Sub-Adviser may sell a security when it believes 
that a security has acquired substantial exposure to a specific risk 
factor.
Other Investments
    While the Fund, under normal circumstances, will invest primarily 
(more than 50% of its assets) in non-U.S. equity securities, as 
described above, the Fund will invest its remaining assets in the 
securities and financial instruments described below.
    The Fund may invest in certificates of deposit (certificates 
representing the obligation of a bank to repay funds deposited with it 
for a specified period of time), time deposits (non-negotiable deposits 
maintained in a bank for a specified period of time up to seven days at 
a stated interest rate), and bankers' acceptances (credit instruments 
evidencing the obligation of a bank to pay a draft drawn on it by a 
customer).
    The Fund also may purchase U.S. dollar-denominated obligations 
issued by foreign branches of domestic banks or foreign branches of 
foreign banks (``Eurodollar'' obligations) and domestic branches of 
foreign banks (``Yankee dollar'' obligations).
    The Fund may invest in the following U.S. government securities: 
U.S. Treasury Bills; U.S. Treasury Notes and Bonds; U.S. Treasury 
Floating Rate Notes; and Treasury Inflation-Protected Securities 
(``TIPS'').
    The Fund may invest in other investment companies, including 
exchange-traded funds (``ETFs'').\10\ Investments in investment 
companies are typically subject to limitations prescribed by the 1940 
Act.
---------------------------------------------------------------------------

    \10\ For purposes of this filing, ETFs consist of Investment 
Company Units (as described in NYSE Arca Equities Rule 5.2(j)(3)); 
Portfolio Depositary Receipts (as described in NYSE Arca Equities 
Rule 8.100; and Managed Fund Shares (as described in NYSE Arca 
Equities Rule 8.600). All ETFs will be listed and traded in the U.S. 
on a national securities exchange. While the Fund may invest in 
inverse ETFs, the Fund will not invest in leveraged (e.g., 2X, -2X, 
3X or -3X) ETFs.
---------------------------------------------------------------------------

    The Fund may invest in preferred stock traded on a U.S. or foreign 
exchange or OTC.
    The Fund may invest in U.S. or foreign exchange-traded real estate 
investment trusts (``REITs''), which are pooled investment vehicles 
that invest primarily in either real estate or real estate-related 
loans.
    The Fund may invest in registered closed-end investment companies 
that invest in foreign securities.
    The Fund may invest in foreign debt securities. Foreign debt 
securities may include securities of issuers organized or headquartered 
outside the U.S. as well as obligations of supranational entities. The 
non-U.S. securities in which the Fund may invest, all or a portion of 
which may be non-U.S. dollar-denominated, may include, among other 
investments: (i) Debt obligations issued or guaranteed by non-U.S. 
national, provincial, state, municipal or other governments or by their 
agencies or instrumentalities, including ``Brady Bonds''; (ii) debt 
obligations of supranational entities; (iii) debt obligations of the 
U.S. government issued in non-dollar securities; (iv) debt obligations 
and other fixed-income securities of foreign corporate issuers; and (v) 
non-U.S. dollar-denominated securities of U.S. corporate issuers.
    The Fund may engage in foreign currency transactions for both 
hedging and investment purposes. Foreign securities in the Fund's 
portfolio may be denominated in foreign currencies or traded in 
securities markets in which settlements are made in foreign currencies.
    To protect against a change in the foreign currency exchange rate 
between the date on which the Fund contracts to purchase or sell a 
security and the settlement date for the purchase or sale, to gain 
exposure to one or more foreign currencies or to ``lock in'' the 
equivalent of a dividend or interest payment in another currency, the 
Fund might purchase or sell a foreign currency on a spot (i.e., cash) 
basis at the prevailing spot rate.
    The Fund may enter into repurchase agreements.
    The Fund may invest in money market instruments. Money market 
instruments are high-quality, short-term

[[Page 33294]]

securities. The Fund's money market investments at the time of purchase 
(other than U.S. government securities and repurchase agreements 
relating thereto) generally will be rated at the time of purchase in 
the two highest short-term rating categories as rated by a major credit 
agency or, if unrated, will be of comparable quality as determined by 
the Sub-Adviser. The Fund may invest in instruments of lesser quality 
and do not have any minimum credit quality restriction.
    The Fund may invest in U.S. equity securities (other than 
Depositary Receipts) that are traded on a U.S. exchange or OTC.
    To reduce the risk of changes in interest rates and securities 
prices, the Fund may purchase securities on a forward commitment or 
when-issued or delayed delivery basis, which means delivery and payment 
take place a number of days after the date of the commitment to 
purchase.
Net Asset Value
    According to the Registration Statement, a Share's NAV will be 
determined at the close of regular trading on the New York Stock 
Exchange (``NYSE'') on the days the NYSE is open for trading, normally 
at 4:00 p.m., Eastern time. Fund securities and other investments for 
which market quotations are readily available will be valued at market 
value. The Fund may use independent pricing services recommended by the 
Adviser and approved by the Board of Trustees to obtain market 
quotations.
    Fund securities and other investments will be valued at market 
value based on market quotations obtained or determined by independent 
pricing services recommended by the Adviser and approved by the Board 
of Trustees. Fund securities and other investments for which market 
quotations are not readily available, or which are deemed to be 
unreliable by the Adviser, will be valued at fair value as determined 
in good faith by the Adviser pursuant to procedures approved by the 
Board of Trustees, as described below. Market value will be determined 
as follows:
    Exchange-listed equity securities will be valued at the last sale 
price quoted on the exchange where they are traded most extensively or, 
if there is no reported sale during the day, the closing bid quotation. 
Securities traded on the NASDAQ Global Select Market, NASDAQ Global 
Market and NASDAQ Capital Market are valued at the NASDAQ Official 
Closing Price (``NOCP''), or if lacking an NOCP, at the most recent bid 
quotations on the applicable NASDAQ Market. OTC equity securities will 
be valued at the last sale price quoted in the market where they are 
traded most extensively or, if there is no reported sale during the 
day, the closing bid quotation as reported by an independent pricing 
service. If there is no sale price or closing bid quotation available 
unlisted equity securities will be valued using evaluated bids 
furnished by an independent pricing service, if available. In some 
foreign markets, an official close price and a last sale price may be 
available from the foreign exchange or market. In those cases, the 
official close price is used. Valuations from foreign markets are 
subject to the Fund's fair value policies described below.
    Eurodollar obligations, Yankee dollar obligations, U.S. government 
securities, money market instruments, repurchase agreements, foreign 
debt securities, certificates of deposit, time deposits, and bankers' 
acceptances, will be valued based on evaluated bids furnished to the 
Fund by an independent pricing service using market information, 
transactions for comparable securities and various relationships 
between securities, if available, or bid prices obtained from broker-
dealers.
    Foreign denominated assets and liabilities will be translated into 
U.S. dollars based upon foreign exchange rates supplied by an 
independent pricing service. Fund securities and other investments for 
which market quotations are not readily available will be valued at 
fair value as determined in good faith by the Adviser pursuant to 
procedures approved by the Board of Trustees. The Fund may also value 
securities and other investments at fair value in other circumstances 
such as when extraordinary events occur after the close of a foreign 
market but prior to the close of the NYSE. This may include situations 
relating to a single issuer (such as a declaration of bankruptcy or a 
delisting of the issuer's security from the primary market on which it 
has traded) as well as events affecting the securities markets in 
general (such as market disruptions or closings and significant 
fluctuations in U.S. and/or foreign markets).
    Fair value pricing may require subjective determinations about the 
value of a security, and fair values used to determine the Fund's NAV 
may differ from quoted or published prices, or from prices that are 
used by others, for the same securities. In addition, the use of fair 
value pricing may not always result in adjustments to the prices of 
securities held by the Fund. Valuations for securities traded in the 
OTC market may be based on factors such as market information, 
transactions for comparable securities, and various relationships 
between securities or bid prices obtained from broker-dealers. 
Evaluated prices from an independent pricing service may require 
subjective determinations and may be different than actual market 
prices or prices provided by other pricing services.
    Trading in some of the portfolio securities or other investments of 
the Fund takes place in various markets outside the United States on 
days and at times other than when the NYSE is open for trading. 
Therefore, the calculation of the Fund's NAV does not take place at the 
same time as the prices of many of its portfolio securities or other 
investments are determined, and the value of the Fund's portfolio may 
change on days when the Fund is not open for business and its shares 
may not be purchased or redeemed.
    Investment company securities that are not exchange-traded will be 
valued at NAV.
Creation and Redemption of Shares
    According to the Registration Statement, Shares of the Fund will be 
``created'' at NAV by market makers, large investors and institutions 
only in block-size ``Creation Units'' of 50,000 Shares or multiples 
thereof. The size of a Creation Unit is subject to change. Each 
``creator'' or ``Authorized Participant'' will enter into an authorized 
participant agreement with the Fund's distributor.
    A creation transaction, which is subject to acceptance by the 
Fund's distributor, generally takes place when an Authorized 
Participant deposits into the Fund a designated portfolio of securities 
(including any portion of such securities for which cash may be 
substituted) and a specified amount of cash approximating the holdings 
of the Fund in exchange for a specified number of creation units.
    Similarly, Shares can be redeemed only in Creation Units, generally 
for a designated portfolio of securities (including any portion of such 
securities for which cash may be substituted) held by the Fund and a 
specified amount of cash. Except when aggregated in Creation Units, 
Shares will not be redeemable by the Fund.
    The prices at which creations and redemptions occur are based on 
the next calculation of NAV after a creation or redemption order is 
received in an acceptable form under the Authorized Participant 
agreement.
    Only an Authorized Participant may create or redeem creation units 
directly with the Fund.

[[Page 33295]]

    Creations and redemptions must be made through a firm that is 
either a member of the Continuous Net Settlement System of the National 
Securities Clearing Corporation or a DTC participant and has executed 
an agreement with the Fund's distributor with respect to creations and 
redemptions of Creation Units.
    The consideration for purchase of Creation Units generally will 
consist of Deposit Securities and the Cash Component, which will 
generally correspond pro rata, to the extent practicable, to the Fund 
securities, or, as permitted by the Fund, the Cash Deposit. Together, 
the Deposit Securities and the Cash Component or, alternatively, the 
Cash Deposit, constitute the ``Fund Deposit,'' which represents the 
minimum initial and subsequent investment amount for a Creation Unit of 
the Fund. The portfolio of securities required may, in certain limited 
circumstances, be different than the portfolio of securities the Fund 
will deliver upon redemption of Fund Shares.
    The function of the Cash Component is to compensate for any 
differences between the NAV per Creation Unit and the ``Deposit 
Amount'' (as defined below). The Cash Component would be an amount 
equal to the difference between the NAV of the shares (per Creation 
Unit) and the ``Deposit Amount,'' which is an amount equal to the 
market value of the Deposit Securities. If the Cash Component is a 
positive number (the NAV per Creation Unit exceeds the Deposit Amount), 
the Authorized Participant will deliver the Cash Component. If the Cash 
Component is a negative number (the NAV per Creation Unit is less than 
the Deposit Amount), the Authorized Participant will receive the Cash 
Component. Computation of the Cash Component excludes any stamp duty or 
other similar fees and expenses payable upon transfer of beneficial 
ownership of the Deposit Securities, which shall be the sole 
responsibility of the Authorized Participant. The Cash Component may 
also include a ``Dividend Equivalent Payment,'' which enables the Fund 
to make a complete distribution of dividends on the next dividend 
payment date. State Street Bank and Trust Company, through the National 
Securities Clearing Corporation (``NSCC''), will make available on each 
business day, prior to the opening of business (subject to amendments) 
on the Exchange (currently 9:30 a.m., Eastern time), the identity and 
the required number of each Deposit Security and the amount of the Cash 
Component to be included in the current Fund Deposit (based on 
information at the end of the previous business day).
    Shares may be redeemed only in Creation Units at their NAV next 
determined after receipt of a redemption request in proper form on a 
business day and only through a Participating Party or DTC Participant 
who has executed a Participant Agreement. State Street, through the 
NSCC, will make available immediately prior to the opening of business 
on the Exchange (currently 9:30 a.m., Eastern time) on each business 
day, the identity of the Fund's securities and/or an amount of cash 
that will be applicable (subject to possible amendment or correction) 
to redemption requests received in proper form on that day. All orders 
are subject to acceptance by the Transfer Agent. The Fund's securities 
received on redemption will generally correspond pro rata, to the 
extent practicable, to such Fund's securities. The Fund's securities 
received on redemption (``Fund Securities'') may not be identical to 
Deposit Securities that are applicable to creations of Creation Units.
    Unless cash only redemptions are available or specified for the 
Fund, the redemption proceeds for a Creation Unit will generally 
consist of Fund Securities--as announced on the business day of the 
request for a redemption order 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, less the redemption 
transaction fee and variable fees described below.\11\ Notwithstanding 
the foregoing, the Trust will substitute a ``cash-in-lieu'' amount to 
replace any Fund Security that is a non-deliverable instrument. The 
Trust may permit a ``cash-in-lieu'' amount for any reason at the 
Trust's sole discretion but is not required to do so. The amount of 
cash paid out in such cases will be equivalent to the value of the 
instrument listed as a Fund Security. In the event that the Fund 
Securities have a value greater than the NAV of the shares, a 
compensating cash payment equal to the difference.
---------------------------------------------------------------------------

    \11\ The Adviser represents that, to the extent the Trust 
effects the creation or redemption of Shares in cash, such 
transactions will be effected in the same manner for all Authorized 
Participants.
---------------------------------------------------------------------------

    The right of redemption may be suspended or the date of payment 
postponed with respect to the Fund: (i) For any period during which the 
Exchange is closed (other than customary weekend and holiday closings); 
(ii) for any period during which trading on the Exchange is suspended 
or restricted; (iii) for any period during which an emergency exists as 
a result of which disposal by the Fund of securities it owns or 
determination of the Fund's NAV is not reasonably practicable; or (iv) 
in such other circumstances as permitted by the Commission.
Investment Restrictions
    As a temporary defensive measure, the Fund may hold any portion of 
its assets in cash (U.S. dollars, foreign currencies or multinational 
currency units) and/or invest in money market instruments or high-
quality debt securities as it deems appropriate.
    The Fund intends to maintain the required level of diversification 
and otherwise conduct its operations so as to qualify as a ``regulated 
investment company'' for purposes of the Internal Revenue Code of 
1986.\12\
---------------------------------------------------------------------------

    \12\ 26 U.S.C. 851.
---------------------------------------------------------------------------

    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment). 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.\13\
---------------------------------------------------------------------------

    \13\ 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 1933 Act).
---------------------------------------------------------------------------

    The Fund will not invest in options, futures or swaps.
    The Fund's investments will be consistent with the Fund's 
investment objective and will not be used to

[[Page 33296]]

enhance leverage. That is, while the Fund will be permitted to borrow 
as permitted under the 1940 Act, the Fund's investments will not be 
used to seek performance that is the multiple or inverse multiple 
(i.e., 2Xs and 3Xs) of the Fund's primary broad-based securities 
benchmark index (as defined in Form N-1A).\14\
---------------------------------------------------------------------------

    \14\ The Fund's broad-based securities benchmark index will be 
identified in a future amendment to the Registration Statement 
following the Fund's first full calendar year of performance.
---------------------------------------------------------------------------

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 Fund's Web site will include 
additional quantitative information updated on a daily basis, 
including, for the Fund (1) daily trading volume, the prior business 
day's reported closing price, NAV and mid-point of the bid/ask spread 
at the time of calculation of such NAV (the ``Bid/Ask Price''),\15\ 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. On each business day, before commencement 
of trading in Shares in the Core Trading Session on the Exchange, the 
Fund will disclose on its Web site the Disclosed Portfolio as defined 
in NYSE Arca Equities Rule 8.600(c)(2) that will form the basis for the 
Fund's calculation of NAV at the end of the business day.\16\
---------------------------------------------------------------------------

    \15\ The Bid/Ask Price of Shares 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 
their service providers.
    \16\ Under accounting procedures 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.
---------------------------------------------------------------------------

    On a daily basis, the Fund will disclose for each portfolio 
security or other financial instrument of the Fund the following 
information on the Fund's Web site: Ticker symbol (if applicable), name 
of security and financial instrument, number of shares and dollar value 
of financial instruments held in the portfolio, and percentage 
weighting of the security and financial instrument in the portfolio. 
The Web site information will be publicly available at no charge.
    In addition, a basket composition file, which includes the security 
names and share quantities required to be delivered in exchange for the 
Fund's Shares, together with estimates and actual cash components, will 
be publicly disseminated daily prior to the opening of the NYSE via 
NSCC. The basket represents one Creation Unit of the Fund.
    In order to provide additional information regarding the indicative 
value of Shares of the Fund, the Exchange or a market data vendor will 
disseminate every 15 seconds through the facilities of the Consolidated 
Tape Association, or through other widely disseminated means, an 
updated IIV for the Fund as calculated by an information provider or 
market data vendor.
    The Fund's IIV will be based on the current market value of the 
Fund's portfolio holdings that will form the basis of the Fund's 
calculation of NAV at the end of the business day as disclosed on the 
Fund's Web site prior to the business day's commencement of trading.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), the Fund's Shareholder Reports, and the Trust's 
Form N-CSR and Form N-SAR, filed twice a year. The Trust's SAI and 
Shareholder Reports are available free upon request from the Trust, and 
those documents and the Form N-CSR and Form N-SAR may be viewed on-
screen or downloaded from the Commission's Web site at www.sec.gov. 
Information regarding market price and trading volume of the Shares 
will be continually available on a real-time basis throughout the day 
on brokers' computer screens and other electronic services. Information 
regarding 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 via the Consolidated Tape Association 
(``CTA'') high-speed line. With respect to U.S. exchange-listed equity 
securities, the intra-day, closing and settlement prices of common 
stocks and exchange-traded equity securities (including shares of 
preferred securities, closed-end funds, REITs and U.S. exchange-listed 
Depositary Receipts) will be readily available from the national 
securities exchanges trading such securities, automated quotation 
systems, published or other public sources, or on-line information 
services such as Bloomberg or Reuters. With respect to non-U.S. 
exchange-listed equity securities, intra-day, closing and settlement 
prices of common stocks and other equity securities (including shares 
of preferred securities, and non-U.S. Depositary Receipts), will be 
available from the foreign exchanges on which such securities trade as 
well as from major market data vendors. Pricing information regarding 
each asset class in which the Fund will invest will generally be 
available through nationally recognized data service providers through 
subscription arrangements. Quotation information from brokers and 
dealers or pricing services will be available for Eurodollar 
obligations, Yankee dollar obligations, U.S. government securities, 
repurchase agreements, money market instruments, foreign debt 
securities, certificates of deposit, time deposits, and bankers' 
acceptances; unsponsored Depositary Receipts; and spot currency 
transactions held by the Fund. In addition, IIV,\17\ which is the 
Portfolio Indicative Value as defined in NYSE Arca Equities Rule 8.600 
(c)(3), will be widely disseminated at least every 15 seconds during 
the Exchange's Core Trading Session by one or more major market data 
vendors.\18\ The dissemination of the IIV, together with the Disclosed 
Portfolio, will allow investors to determine the value of the 
underlying portfolio of the Fund on a daily basis and to provide a 
close estimate of that value throughout the trading day.
---------------------------------------------------------------------------

    \17\ The IIV calculation will be an estimate of the value of the 
Fund's NAV per Share using market data converted into U.S. dollars 
at the current currency rates. The IIV price will be based on quotes 
and closing prices from the securities' local market and may not 
reflect events that occur subsequent to the local market's close. 
Premiums and discounts between the IIV and the market price of the 
Shares may occur. This should not be viewed as a ``real-time'' 
update of the NAV per Share of the Fund, which will be calculated 
only once a day.
    \18\ Currently, it is the Exchange's understanding that several 
major market data vendors display and/or make widely available IIVs 
taken from CTA or other data feeds.
---------------------------------------------------------------------------

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.\19\ Trading in Shares of the Fund 
will be halted if the circuit breaker parameters in NYSE Arca Equities 
Rule 7.12 have been reached. Trading also 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 comprising the Disclosed Portfolio of the Fund; 
or (2) whether other unusual conditions or

[[Page 33297]]

circumstances detrimental to the maintenance of a fair and orderly 
market are present. Trading in the Shares will be subject to NYSE Arca 
Equities Rule 8.600(d)(2)(D), which sets forth circumstances under 
which Shares of the Fund may be halted.
---------------------------------------------------------------------------

    \19\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

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. Shares will trade on 
the NYSE Arca Marketplace from 4:00 a.m. to 8:00 p.m. Eastern time in 
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late 
Trading Sessions). The Exchange has appropriate rules to facilitate 
transactions in the Shares during all trading sessions. As provided in 
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price 
variation (``MPV'') for quoting and entry of orders in equity 
securities traded on the NYSE Arca Marketplace is $0.01, with the 
exception of securities that are priced less than $1.00 for which the 
MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing 
criteria under NYSE Arca Equities Rule 8.600. The Exchange represents 
that, for initial and/or continued listing, the Fund will be in 
compliance with Rule 10A-3 \20\ under the Act, as provided by NYSE Arca 
Equities Rule 5.3. A minimum of 100,000 Shares for the Fund 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.
---------------------------------------------------------------------------

    \20\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Exchange or 
Financial Industry Regulatory Authority (``FINRA'') on behalf of the 
Exchange, which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\21\ The Exchange represents that 
these procedures are adequate to properly monitor Exchange trading of 
the Shares in all trading sessions and to deter and detect violations 
of Exchange rules and federal securities laws applicable to trading on 
the Exchange.
---------------------------------------------------------------------------

    \21\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, will communicate 
as needed regarding trading in the Shares and certain exchange-traded 
securities underlying the Shares with other markets and other entities 
that are members of the Intermarket Surveillance Group (``ISG''), and 
the Exchange or FINRA, on behalf of the Exchange, may obtain trading 
information regarding trading in the Shares and certain exchange-traded 
securities underlying the Shares from such markets and other entities. 
In addition, the Exchange may obtain information regarding trading in 
the Shares and certain exchange-traded securities underlying the Shares 
from markets and other entities that are members of ISG or with which 
the Exchange has in place a comprehensive surveillance sharing 
agreement.\22\ The Exchange is able to access from FINRA, as needed, 
trade information for certain fixed income securities held by the Fund 
reported to FINRA's Trade Reporting and Compliance Engine (``TRACE'').
---------------------------------------------------------------------------

    \22\ For a list of the current members of ISG, see 
www.isgportal.org. 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.
---------------------------------------------------------------------------

    Not more than 10% of the net assets of the Fund in the aggregate 
invested in equity securities (other than non-exchange-traded 
investment company securities) shall consist of equity securities whose 
principal market is not a member of the ISG or is a market with which 
the Exchange does not have a comprehensive surveillance sharing 
agreement.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolio, (b) limitations on portfolio 
holdings or reference assets, or (c) the applicability of Exchange 
rules and surveillance procedures shall constitute continued listing 
requirements for listing the Shares on the Exchange.
    The issuer has represented to the Exchange that it will advise the 
Exchange of any failure by the Fund to comply with the continued 
listing requirements, and, pursuant to its obligations under Section 
19(g)(1) of the Act, the Exchange will monitor for compliance with the 
continued listing requirements. If the Fund is not in compliance with 
the applicable listing requirements, the Exchange will commence 
delisting procedures under NYSE Arca Equities Rule 5.5(m).
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
Equity Trading Permit Holders in an Information Bulletin (``Bulletin'') 
of the special characteristics and risks associated with trading the 
Shares. Specifically, the Bulletin will discuss the following: (1) The 
procedures for purchases and redemptions of Shares in Creation Unit 
aggregations (and that Shares are not individually redeemable); (2) 
NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence 
on its Equity Trading Permit Holders to learn the essential facts 
relating to every customer prior to trading the Shares; (3) the risks 
involved in trading the Shares during the Opening and Late Trading 
Sessions when an updated Portfolio Indicative Value will not be 
calculated or publicly disseminated; (4) how information regarding the 
Portfolio Indicative Value and the Disclosed Portfolio is disseminated; 
(5) the requirement that Equity Trading Permit Holders deliver a 
prospectus to investors purchasing newly issued Shares prior to or 
concurrently with the confirmation of a transaction; and (6) trading 
information.
    In addition, the Bulletin will reference that the Fund is subject 
to various fees and expenses described in the Registration Statement. 
The Bulletin will discuss any exemptive, no-action, and interpretive 
relief granted by the Commission from any rules under the Act. The 
Bulletin will also disclose that the NAV for the Shares will be 
calculated after 4:00 p.m. Eastern time each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \23\ that an exchange have rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove

[[Page 33298]]

impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.600. The Exchange has in place surveillance procedures that are 
adequate to properly monitor trading in the Shares in all trading 
sessions and to deter and detect violations of Exchange rules and 
applicable federal securities laws. The Adviser has implemented a 
``fire wall'' with respect to its affiliated broker-dealer regarding 
access to information concerning the composition and/or changes to the 
Fund's portfolio. The Exchange or FINRA, on behalf of the Exchange, 
will communicate as needed regarding trading in the Shares and certain 
exchange-traded securities underlying the Shares with other markets and 
other entities that are members of the ISG, and the Exchange or FINRA, 
on behalf of the Exchange, may obtain trading information regarding 
trading in the Shares and certain exchange-traded securities underlying 
the Shares from such markets and other entities. In addition, the 
Exchange may obtain information regarding trading in the Shares and 
certain exchange-traded securities underlying the Shares from markets 
and other entities that are members of ISG or with which the Exchange 
has in place a CSSA. The Exchange is able to access from FINRA, as 
needed, trade information for certain fixed income securities held by 
the Fund reported to FINRA's TRACE. The Fund may hold up to an 
aggregate amount of 15% of its net assets in illiquid assets 
(calculated at the time of investment. The Fund will not invest in 
options, futures or swaps. The Fund's investments will be consistent 
with its investment objective and will not be used to enhance leverage.
    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. The Fund's portfolio holdings 
will be disclosed on its Web site daily after the close of trading on 
the Exchange and prior to the opening of trading on the Exchange the 
following day. Moreover, the IIV will be widely disseminated by one or 
more major market data vendors at least every 15 seconds during the 
Exchange's Core Trading Session. Not more than 10% of the net assets of 
the Fund in the aggregate invested in equity securities (other than 
non-exchange-traded investment company securities) shall consist of 
equity securities whose principal market is not a member of the ISG or 
is a market with which the Exchange does not have a comprehensive 
surveillance sharing agreement. On each business day, before 
commencement of trading in Shares in the Core Trading Session on the 
Exchange, 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. Information regarding market price and 
trading volume 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 will be 
available via the CTA high-speed line. 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. 
Moreover, prior to the commencement of trading, the Exchange will 
inform its Equity Trading Permit Holders in an Information Bulletin of 
the special characteristics and risks associated with trading the 
Shares. Trading in Shares of the Fund will be halted if the circuit 
breaker parameters in NYSE Arca Equities Rule 7.12 have been reached or 
because of market conditions or for reasons that, in the view of the 
Exchange, make trading in the Shares inadvisable, and trading in the 
Shares will be subject to NYSE Arca Equities Rule 8.600(d)(2)(D), which 
sets forth circumstances under which Shares of the Fund may be halted. 
The intra-day, closing and settlement prices of the portfolio 
securities are also readily available from the national securities 
exchanges trading such securities, automated quotation systems, 
published or other public sources, or on-line information services. In 
addition, as noted above, investors will have ready access to 
information regarding the Fund's holdings, the IIV, the Disclosed 
Portfolio, and quotation and last sale information for the Shares.
    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 IIV, the Disclosed Portfolio, and quotation and last sale 
information for the Shares.

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 
actively-managed exchange-traded product that will principally hold non 
U.S. equity securities and 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

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

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or 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.

[[Page 33299]]

Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2016-67 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2016-67. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal offices of the Exchange and 
on its Internet Web site at www.nyse.com. All comments received will be 
posted without change; the Commission does not edit personal 
identifying information from submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEArca-2016-67, and should be 
submitted on or before June 15, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
---------------------------------------------------------------------------

    \24\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-12242 Filed 5-24-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices                                                     33291

                                                  19(b)(3)(A) of the Act 29 and Rule 19b–                   designates the proposal operative upon                  Reference Room, 100 F Street NE.,
                                                  4(f)(6) thereunder.30 Because the                         filing.33                                               Washington, DC 20549 on official
                                                  proposed rule change does not: (i)                           At any time within 60 days of the                    business days between the hours of
                                                  Significantly affect the protection of                    filing of such proposed rule change, the                10:00 a.m. and 3:00 p.m. Copies of the
                                                  investors or the public interest; (ii)                    Commission summarily may                                filing also will be available for
                                                  impose any significant burden on                          temporarily suspend such rule change if                 inspection and copying at the principal
                                                  competition; and (iii) become operative                   it appears to the Commission that such                  office of the Exchange. All comments
                                                  prior to 30 days from the date on which                   action is necessary or appropriate in the               received will be posted without change;
                                                  it was filed, or such shorter time as the                 public interest, for the protection of                  the Commission does not edit personal
                                                  Commission may designate, if                              investors, or otherwise in furtherance of               identifying information from
                                                  consistent with the protection of                         the purposes of the Act. If the                         submissions. You should submit only
                                                  investors and the public interest, the                    Commission takes such action, the                       information that you wish to make
                                                  proposed rule change has become                           Commission shall institute proceedings                  available publicly. All submissions
                                                                                                            under Section 19(b)(2)(B) 34 of the Act to              should refer to File Number SR–
                                                  effective pursuant to Section 19(b)(3)(A)
                                                                                                            determine whether the proposed rule                     NYSEMKT–2016–54 and should be
                                                  of the Act and Rule 19b–4(f)(6)(iii)
                                                                                                            change should be approved or                            submitted on or before June 15, 2016.
                                                  thereunder.
                                                                                                            disapproved.                                              For the Commission, by the Division of
                                                     A proposed rule change filed under                                                                             Trading and Markets, pursuant to delegated
                                                  Rule 19b–4(f)(6) 31 normally does not                     IV. Solicitation of Comments
                                                                                                                                                                    authority.35
                                                  become operative prior to 30 days after                     Interested persons are invited to                     Robert W. Errett,
                                                  the date of the filing. However, pursuant                 submit written data, views, and
                                                                                                                                                                    Deputy Secretary.
                                                  to Rule 19b4(f)(6)(iii),32 the Commission                 arguments concerning the foregoing,
                                                                                                                                                                    [FR Doc. 2016–12240 Filed 5–24–16; 8:45 am]
                                                  may designate a shorter time if such                      including whether the proposed rule
                                                                                                            change is consistent with the Act.                      BILLING CODE 8011–01–P
                                                  action is consistent with the protection
                                                  of investors and the public interest. The                 Comments may be submitted by any of
                                                  Exchange has asked the Commission to                      the following methods:
                                                                                                                                                                    SECURITIES AND EXCHANGE
                                                  waive the 30-day operative delay so that                  Electronic Comments                                     COMMISSION
                                                  the proposal may become operative
                                                  immediately upon filing. The Exchange                       • Use the Commission’s Internet                       [Release No. 34–77861; File No. SR–
                                                  believes that waiving the operative                       comment form (http://www.sec.gov/                       NYSEArca–2016–67]
                                                  delay would promote the protection of                     rules/sro.shtml); or
                                                                                                              • Send an email to rule-comments@                     Self-Regulatory Organizations; NYSE
                                                  investors and the public interest                                                                                 Arca, Inc.; Notice of Filing of Proposed
                                                                                                            sec.gov. Please include File Number SR–
                                                  because the proposed rule change                                                                                  Rule Change Relating to the Listing
                                                                                                            NYSEMKT–2016–54 on the subject line.
                                                  would reduce the potential for a Market                                                                           and Trading of Shares of the Natixis
                                                  Order to trade at prices away from the                    Paper Comments                                          Seeyond International Minimum
                                                  prevailing quote and at potentially                          • Send paper comments in triplicate                  Volatility ETF Under NYSE Arca
                                                  worse prices for the investor. Likewise,                  to Brent J. Fields, Secretary, Securities               Equities Rule 8.600
                                                  the Exchange believes that eliminating                    and Exchange Commission, 100 F Street
                                                  IOC and tick-sensitive instructions for                   NE., Washington, DC 20549–1090.                         May 19, 2016.
                                                  Market Orders, without delay, would be                    All submissions should refer to File                       Pursuant to Section 19(b)(1) 1 of the
                                                  consistent with the protection of                         Number SR–NYSEMKT–2016–54. This                         Securities Exchange Act of 1934
                                                  investors and the public interest                         file number should be included on the                   (‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                                  because these instructions are rarely                     subject line if email is used. To help the              notice is hereby given that on May 5,
                                                  used and their elimination would                          Commission process and review your                      2016, NYSE Arca, Inc. (‘‘NYSE Arca’’ or
                                                  simplify the Exchange’s offering of order                 comments more efficiently, please use                   ‘‘Exchange’’) filed with the Securities
                                                  types. The Commission believes that the                   only one method. The Commission will                    and Exchange Commission
                                                  proposed rule change is consistent with                   post all comments on the Commission’s                   (‘‘Commission’’) the proposed rule
                                                  the protection of investors and the                       Internet Web site (http://www.sec.gov/                  change as described in Items I, II, and
                                                  public interest, because the proposal                     rules/sro.shtml). Copies of the                         III below, which Items have been
                                                  would diminish the likelihood of                          submission, all subsequent                              prepared by the Exchange. The
                                                  Market Orders trading at prices that                      amendments, all written statements                      Commission is publishing this notice to
                                                  would be disadvantageous to investors,                    with respect to the proposed rule                       solicit comments on the proposed rule
                                                  and because it would simplify the                         change that are filed with the                          change from interested persons.
                                                  Exchange’s order types by eliminating                     Commission, and all written                             I. Self-Regulatory Organization’s
                                                  rarely used complex order functionality.                  communications relating to the                          Statement of the Terms of Substance of
                                                  Accordingly, the Commission hereby                        proposed rule change between the                        the Proposed Rule Change
                                                  waives the 30-day operative delay and                     Commission and any person, other than                      The Exchange proposes to list and
                                                                                                            those that may be withheld from the                     trade shares of the Natixis Seeyond
                                                    29 15  U.S.C. 78s(b)(3)(A).                             public in accordance with the                           International Minimum Volatility ETF
                                                    30 17  CFR 240.19b–4(f)(6). In addition, Rule 19b-      provisions of 5 U.S.C. 552, will be                     under NYSE Arca Equities Rule 8.600
                                                  4(f)(6)(iii) requires the Exchange to give the
                                                                                                            available for Web site viewing and
mstockstill on DSK3G9T082PROD with NOTICES




                                                  Commission written notice of the Exchange’s intent                                                                (‘‘Managed Fund Shares). The proposed
                                                  to file the proposed rule change, along with a brief      printing in the Commission’s Public                     rule change is available on the
                                                  description and text of the proposed rule change,
                                                  at least five business days prior to the date of filing      33 For purposes only of accelerating the operative
                                                                                                                                                                    Exchange’s Web site at www.nyse.com,
                                                  of the proposed rule change, or such shorter time         date of this proposal, the Commission has
                                                                                                                                                                      35 17 CFR 200.30–3(a)(12).
                                                  as designated by the Commission. The Exchange             considered the proposed rule’s impact on
                                                  has satisfied this requirement.                           efficiency, competition, and capital formation. 15        1 15 U.S.C. 78s(b)(1).
                                                     31 17 CFR 240.19b–4(f)(6).                             U.S.C. 78c(f).                                            2 15 U.S.C. 78a.
                                                     32 17 CFR 240.19b–4(f)(6)(iii).                           34 15 U.S.C. 78s(b)(2)(B).                             3 17 CFR 240.19b–4.




                                             VerDate Sep<11>2014    20:19 May 24, 2016   Jkt 238001   PO 00000   Frm 00094    Fmt 4703   Sfmt 4703   E:\FR\FM\25MYN1.SGM      25MYN1


                                                  33292                        Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices

                                                  at the principal office of the Exchange,                company.6 NGAM Advisors, L.P. will                      5.2(j)(3); however, Commentary .06 in
                                                  and at the Commission’s Public                          serve as the investment adviser and                     connection with the establishment of a
                                                  Reference Room.                                         administrator to the Fund (the                          ‘‘fire wall’’ between the investment
                                                                                                          ‘‘Adviser’’ or ‘‘Administrator’’). Natixis              adviser and the broker-dealer reflects
                                                  II. Self-Regulatory Organization’s
                                                                                                          Asset Management U.S., LLC (‘‘Natixis                   the applicable open-end fund’s
                                                  Statement of the Purpose of, and                        AM US’’) will serve as the Fund’s sub-                  portfolio, not an underlying benchmark
                                                  Statutory Basis for, the Proposed Rule                  adviser (‘‘Sub-Adviser’’). State Street                 index, as is the case with index-based
                                                  Change                                                  Bank and Trust Company (the                             funds. The Adviser and Sub-Adviser are
                                                    In its filing with the Commission, the                ‘‘Custodian’’ or ‘‘Transfer Agent’’) will               not a registered broker-dealer but are
                                                  self-regulatory organization included                   serve as custodian and transfer agent for               affiliated with a broker-dealer and have
                                                  statements concerning the purpose of,                   the Fund.                                               implemented a ‘‘fire wall’’ with respect
                                                  and basis for, the proposed rule change                    Commentary .06 to Rule 8.600                         to such broker-dealer regarding access to
                                                  and discussed any comments it received                  provides that, if the investment adviser                information concerning the composition
                                                  on the proposed rule change. The text                   to the investment company issuing                       and/or changes to the Fund’s portfolio.
                                                  of those statements may be examined at                  Managed Fund Shares is affiliated with                  In the event (a) the Adviser or any sub-
                                                  the places specified in Item IV below.                  a broker-dealer, such investment adviser                adviser becomes registered as a broker-
                                                  The Exchange has prepared summaries,                    shall erect a ‘‘fire wall’’ between the                 dealer or newly affiliated with a broker-
                                                  set forth in sections A, B, and C below,                investment adviser and the broker-                      dealer, or (b) any new adviser or sub-
                                                  of the most significant parts of such                   dealer with respect to access to                        adviser is a registered broker-dealer or
                                                  statements.                                             information concerning the composition                  becomes affiliated with a broker-dealer,
                                                                                                          and/or changes to such investment                       it will implement a fire wall with
                                                  A. Self-Regulatory Organization’s                       company portfolio. In addition,                         respect to its relevant personnel or
                                                  Statement of the Purpose of, and the                    Commentary .06 further requires that                    broker-dealer affiliate regarding access
                                                  Statutory Basis for, the Proposed Rule                  personnel who make decisions on the                     to information concerning the
                                                  Change                                                  open-end fund’s portfolio composition                   composition and/or changes to the
                                                  1. Purpose                                              must be subject to procedures designed                  portfolio, and will be subject to
                                                                                                          to prevent the use and dissemination of                 procedures designed to prevent the use
                                                     The Exchange proposes to list and                    material nonpublic information                          and dissemination of material non-
                                                  trade shares (’’Shares’’) of the following              regarding the open-end fund’s                           public information regarding such
                                                  under NYSE Arca Equities Rule 8.600,                    portfolio.7 Commentary .06 to Rule                      portfolio.
                                                  which governs the listing and trading of                8.600 is similar to Commentary .03(a)(i)
                                                  Managed Fund Shares: 4 Natixis                          and (iii) to NYSE Arca Equities Rule                    Principal Investments
                                                  Seeyond International Minimum                                                                                      According to the Registration
                                                  Volatility ETF (‘‘Fund’’).5                                6 The Trust is registered under the 1940 Act. On     Statement, the Fund will seek long-term
                                                                                                          March 14, 2016, the Trust filed with the                capital appreciation with less volatility
                                                     The Shares will be offered by Natixis                Commission its initial registration statement on
                                                  ETF Trust (the ‘‘Trust’’), which is                     Form N–1A under the Securities Act of 1933 (15
                                                                                                                                                                  than international equity markets.
                                                  registered with the Commission as an                    U.S.C. 77a) (‘‘Securities Act’’), and under the 1940       Under normal circumstances,8 the
                                                  open-end management investment                          Act relating to the Fund (File Nos. 333–210156 and      Fund will invest primarily in non-U.S.
                                                                                                          811–23146) (‘‘Registration Statement’’). The            equity securities, which are the
                                                                                                          description of the operation of the Trust and the       following: Common stocks and
                                                     4 A Managed Fund Share is a security that            Fund herein is based, in part, on the Registration
                                                  represents an interest in an investment company         Statement. In addition, the Commission has issued       ‘‘Depositary Receipts’’.9 The Fund may
                                                  registered under the Investment Company Act of          an order granting certain exemptive relief to the
                                                  1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as      Trust under the1940 Act. See Investment Company            8 The term ‘‘under normal circumstances’’

                                                  an open-end investment company or similar entity        Act Release No. 30654 (August 20, 2013) (File No.       includes, but is not limited to, the absence of
                                                  that invests in a portfolio of securities selected by   812–13942–02) (‘‘Exemptive Order’’).                    extreme volatility or trading halts in the securities
                                                  its investment adviser consistent with its                 7 An investment adviser to an open-end fund is       markets or the financial markets generally;
                                                  investment objectives and policies. In contrast, an     required to be registered under the Investment          circumstances under which the Fund’s investments
                                                  open-end investment company that issues                 Advisers Act of 1940 (the ‘‘Advisers Act’’). As a       are made for temporary defensive purposes;
                                                  Investment Company Units, listed and traded on          result, the Adviser and Sub-Adviser and their           operational issues causing dissemination of
                                                  the Exchange under NYSE Arca Equities Rule              related personnel are subject to the provisions of      inaccurate market information; or force majeure
                                                  5.2(j)(3), seeks to provide investment results that     Rule 204A–1 under the Advisers Act relating to          type events such as systems failure, natural or man-
                                                  correspond generally to the price and yield             codes of ethics. This Rule requires investment          made disaster, act of God, armed conflict, act of
                                                  performance of a specific foreign or domestic stock     advisers to adopt a code of ethics that reflects the    terrorism, riot or labor disruption or any similar
                                                  index, fixed income securities index or combination     fiduciary nature of the relationship to clients as      intervening circumstance.
                                                  thereof.                                                well as compliance with other applicable securities        9 Depositary Receipts are instruments issued by
                                                     5 The Commission has previously approved             laws. Accordingly, procedures designed to prevent       banks that represent an interest in equity securities
                                                  listing and trading on the Exchange of a number of      the communication and misuse of non-public              held by arrangement with the bank. Depositary
                                                  actively managed funds under Rule 8.600. See, e.g.,     information by an investment adviser must be            receipts can be either ‘‘sponsored’’ or
                                                  Securities Exchange Act Release Nos. 57801 (May         consistent with Rule 204A–1 under the Advisers          ‘‘unsponsored.’’ Sponsored depositary receipts are
                                                  8, 2008), 73 FR 27878 (May 14, 2008) (SR–               Act. In addition, Rule 206(4)–7 under the Advisers      issued by banks in cooperation with the issuer of
                                                  NYSEArca–2008–31) (order approving Exchange             Act makes it unlawful for an investment adviser to      the underlying equity securities. Unsponsored
                                                  listing and trading of twelve actively-managed          provide investment advice to clients unless such        depositary receipts are arranged without
                                                  funds of the WisdomTree Trust); 62502 (July 15,         investment adviser has (i) adopted and                  involvement by the issuer of the underlying equity
                                                  2010), 75 FR 42471 (July 21, 2010) (SR–NYSEArca–        implemented written policies and procedures             securities and, therefore, less information about the
                                                  2010–57) (order approving listing and trading of        reasonably designed to prevent violation, by the        issuer of the underlying equity securities may be
                                                  AdviserShares WCM/BNY Mellon Focused Growth             investment adviser and its supervised persons, of       available and the price may be more volatile than
mstockstill on DSK3G9T082PROD with NOTICES




                                                  ADR ETF); 63076 (October 12, 2010), 75 FR 63874         the Advisers Act and the Commission rules adopted       in the case of sponsored depositary receipts.
                                                  (October 18, 2010) (SR–NYSEArca–2010–79) (order         thereunder; (ii) implemented, at a minimum, an          American Depositary Receipts (‘‘ADRs’’) are
                                                  approving listing and trading of Cambria Global         annual review regarding the adequacy of the             depositary receipts that are bought and sold in the
                                                  Tactical ETF); 71540 (February 12, 2014), 79 FR         policies and procedures established pursuant to         United States and are typically issued by a U.S.
                                                  9515 (February 19, 2014) (SR–NYSEArca–2013–             subparagraph (i) above and the effectiveness of their   bank or trust company which evidence ownership
                                                  138) (order approving listing and trading of shares     implementation; and (iii) designated an individual      of underlying securities by a foreign corporation.
                                                  of the iShares Enhanced International Large-Cap         (who is a supervised person) responsible for            Investments in common stock of foreign
                                                  ETF and iShares Enhanced International Small-Cap        administering the policies and procedures adopted       corporations may be in the form of ADRs and
                                                  ETF).                                                   under subparagraph (i) above.                           Global Depositary Receipts (‘‘GDRs’’) (collectively



                                             VerDate Sep<11>2014   20:19 May 24, 2016   Jkt 238001   PO 00000   Frm 00095   Fmt 4703   Sfmt 4703   E:\FR\FM\25MYN1.SGM     25MYN1


                                                                               Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices                                                      33293

                                                  invest in companies of any size and                     income, financial market capitalization               Investments in investment companies
                                                  typically will invest in a number of                    and/or other factors. This initial filtering          are typically subject to limitations
                                                  different countries throughout the                      is designed to exclude dual listings and              prescribed by the 1940 Act.
                                                  world. The Fund’s investments may                       eliminate stocks that the Sub-Adviser                    The Fund may invest in preferred
                                                  include non-U.S. equity securities                      believes have insufficient history,                   stock traded on a U.S. or foreign
                                                  traded ‘‘over-the-counter’’ (‘‘OTC’’) as                liquidity and country-specific risk, such             exchange or OTC.
                                                  well as those traded on a U.S. or foreign               as corporate actions, mergers or                         The Fund may invest in U.S. or
                                                  securities exchange. The portfolio may                  acquisitions.                                         foreign exchange-traded real estate
                                                  also be exposed to currencies other than                   In seeking to minimize the overall                 investment trusts (‘‘REITs’’), which are
                                                  the U.S. dollar.                                        volatility of the Fund, the Sub-Adviser               pooled investment vehicles that invest
                                                     When building and managing the                       will construct a portfolio that is                    primarily in either real estate or real
                                                  Fund’s portfolio, the Sub-Adviser will                  systematically guided by proprietary                  estate-related loans.
                                                  employ both quantitative and                            quantitative analysis, which makes an                    The Fund may invest in registered
                                                  qualitative factors in an effort to identify            assessment of historical volatilities and             closed-end investment companies that
                                                  securities that demonstrate lower                       correlations within the investment                    invest in foreign securities.
                                                  volatility and, in combination with                     universe and then estimates which                        The Fund may invest in foreign debt
                                                  other securities, reduce the Fund’s                     combination of such stocks has the                    securities. Foreign debt securities may
                                                  overall volatility relative to the                      potential to display the lowest overall               include securities of issuers organized
                                                  developed international equity market.                  portfolio volatility.                                 or headquartered outside the U.S. as
                                                  In assessing the following three                           The Sub-Adviser then will actively                 well as obligations of supranational
                                                  quantitative factors, the Sub-Adviser                   manage the portfolio by continuously                  entities. The non-U.S. securities in
                                                  will consider both long and short term                  monitoring for changes in volatility,                 which the Fund may invest, all or a
                                                  time horizons that it believes will                     liquidity and individual risk factors                 portion of which may be non-U.S.
                                                  enable the Fund to reduce overall                       with the goal of avoiding detrimental                 dollar-denominated, may include,
                                                  volatility: (1) The volatility of each                  risk concentration. The Sub-Adviser                   among other investments: (i) Debt
                                                  individual equity security; (2) the                     may sell a security when it believes that             obligations issued or guaranteed by non-
                                                  correlation of each individual equity                   a security has acquired substantial                   U.S. national, provincial, state,
                                                  security to all other equity securities in              exposure to a specific risk factor.                   municipal or other governments or by
                                                  the Fund’s investment universe, as                                                                            their agencies or instrumentalities,
                                                  defined by international developed                      Other Investments                                     including ‘‘Brady Bonds’’; (ii) debt
                                                  market equities; and (3) the weight of                     While the Fund, under normal                       obligations of supranational entities;
                                                  each equity security within the                         circumstances, will invest primarily                  (iii) debt obligations of the U.S.
                                                  portfolio.                                              (more than 50% of its assets) in non-                 government issued in non-dollar
                                                     Through a qualitative assessment the                 U.S. equity securities, as described                  securities; (iv) debt obligations and
                                                  Sub-Adviser will review a range of                      above, the Fund will invest its                       other fixed-income securities of foreign
                                                  factors including company specific risks                remaining assets in the securities and                corporate issuers; and (v) non-U.S.
                                                  as well as overall portfolio construction               financial instruments described below.                dollar-denominated securities of U.S.
                                                  and implementation considerations.                         The Fund may invest in certificates of             corporate issuers.
                                                  Taken together, the quantitative and                    deposit (certificates representing the                   The Fund may engage in foreign
                                                  qualitative process seeks to generate                   obligation of a bank to repay funds                   currency transactions for both hedging
                                                  returns while lowering overall portfolio                deposited with it for a specified period              and investment purposes. Foreign
                                                  volatility.                                             of time), time deposits (non-negotiable               securities in the Fund’s portfolio may be
                                                     The Sub-Adviser will construct the                   deposits maintained in a bank for a                   denominated in foreign currencies or
                                                  Fund’s portfolio using a three step                     specified period of time up to seven                  traded in securities markets in which
                                                  process, described below. The Sub-                      days at a stated interest rate), and                  settlements are made in foreign
                                                  Adviser first will conduct a preliminary                bankers’ acceptances (credit instruments              currencies.
                                                  review of the equity securities within                                                                           To protect against a change in the
                                                                                                          evidencing the obligation of a bank to
                                                  the investment universe, as defined by                                                                        foreign currency exchange rate between
                                                                                                          pay a draft drawn on it by a customer).
                                                  international developed market equities.                                                                      the date on which the Fund contracts to
                                                                                                             The Fund also may purchase U.S.
                                                  Developed markets are economies that                                                                          purchase or sell a security and the
                                                                                                          dollar-denominated obligations issued
                                                  the Adviser believes are generally                                                                            settlement date for the purchase or sale,
                                                                                                          by foreign branches of domestic banks
                                                  recognized to be fully developed                                                                              to gain exposure to one or more foreign
                                                                                                          or foreign branches of foreign banks
                                                  markets, as measured by gross national                                                                        currencies or to ‘‘lock in’’ the equivalent
                                                                                                          (‘‘Eurodollar’’ obligations) and domestic
                                                                                                                                                                of a dividend or interest payment in
                                                                                                          branches of foreign banks (‘‘Yankee
                                                  ‘‘Depositary Receipts’’). Depositary Receipts are                                                             another currency, the Fund might
                                                                                                          dollar’’ obligations).
                                                  receipts, typically issued by a bank or trust                                                                 purchase or sell a foreign currency on a
                                                  company, which evidence ownership of underlying            The Fund may invest in the following
                                                                                                                                                                spot (i.e., cash) basis at the prevailing
                                                  securities issued by a foreign corporation. For         U.S. government securities: U.S.
                                                                                                                                                                spot rate.
                                                  ADRs, the depository is typically a U.S. financial      Treasury Bills; U.S. Treasury Notes and                  The Fund may enter into repurchase
                                                  institution and the underlying securities are issued    Bonds; U.S. Treasury Floating Rate
                                                  by a foreign issuer. For other Depositary Receipts,                                                           agreements.
                                                  the depository may be a foreign or a U.S. entity, and   Notes; and Treasury Inflation-Protected                  The Fund may invest in money
                                                  the underlying securities may have a foreign or a       Securities (‘‘TIPS’’).                                market instruments. Money market
mstockstill on DSK3G9T082PROD with NOTICES




                                                  U.S. issuer. Depositary Receipts will not necessarily      The Fund may invest in other                       instruments are high-quality, short-term
                                                  be denominated in the same currency as their            investment companies, including
                                                  underlying securities. Generally, ADRs, in
                                                  registered form, are designed for use in the U.S.       exchange-traded funds (‘‘ETFs’’).10                   8.100; and Managed Fund Shares (as described in
                                                  securities market. GDRs are tradable both in the                                                              NYSE Arca Equities Rule 8.600). All ETFs will be
                                                  United States and in Europe and are designed for          10 For purposes of this filing, ETFs consist of     listed and traded in the U.S. on a national securities
                                                  use throughout the world. Not more than 10% of          Investment Company Units (as described in NYSE        exchange. While the Fund may invest in inverse
                                                  the Fund’s assets will be invested in non-exchange-     Arca Equities Rule 5.2(j)(3)); Portfolio Depositary   ETFs, the Fund will not invest in leveraged (e.g.,
                                                  listed ADRs.                                            Receipts (as described in NYSE Arca Equities Rule     2X, ¥2X, 3X or ¥3X) ETFs.



                                             VerDate Sep<11>2014   20:19 May 24, 2016   Jkt 238001   PO 00000   Frm 00096   Fmt 4703   Sfmt 4703   E:\FR\FM\25MYN1.SGM   25MYN1


                                                  33294                       Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices

                                                  securities. The Fund’s money market                     equity securities will be valued at the               may be based on factors such as market
                                                  investments at the time of purchase                     last sale price quoted in the market                  information, transactions for
                                                  (other than U.S. government securities                  where they are traded most extensively                comparable securities, and various
                                                  and repurchase agreements relating                      or, if there is no reported sale during the           relationships between securities or bid
                                                  thereto) generally will be rated at the                 day, the closing bid quotation as                     prices obtained from broker-dealers.
                                                  time of purchase in the two highest                     reported by an independent pricing                    Evaluated prices from an independent
                                                  short-term rating categories as rated by                service. If there is no sale price or                 pricing service may require subjective
                                                  a major credit agency or, if unrated, will              closing bid quotation available unlisted              determinations and may be different
                                                  be of comparable quality as determined                  equity securities will be valued using                than actual market prices or prices
                                                  by the Sub-Adviser. The Fund may                        evaluated bids furnished by an                        provided by other pricing services.
                                                  invest in instruments of lesser quality                 independent pricing service, if                          Trading in some of the portfolio
                                                  and do not have any minimum credit                      available. In some foreign markets, an                securities or other investments of the
                                                  quality restriction.                                    official close price and a last sale price            Fund takes place in various markets
                                                    The Fund may invest in U.S. equity                    may be available from the foreign                     outside the United States on days and
                                                  securities (other than Depositary                       exchange or market. In those cases, the               at times other than when the NYSE is
                                                  Receipts) that are traded on a U.S.                     official close price is used. Valuations              open for trading. Therefore, the
                                                  exchange or OTC.                                        from foreign markets are subject to the               calculation of the Fund’s NAV does not
                                                    To reduce the risk of changes in                      Fund’s fair value policies described                  take place at the same time as the prices
                                                  interest rates and securities prices, the               below.                                                of many of its portfolio securities or
                                                  Fund may purchase securities on a                          Eurodollar obligations, Yankee dollar              other investments are determined, and
                                                  forward commitment or when-issued or                    obligations, U.S. government securities,              the value of the Fund’s portfolio may
                                                  delayed delivery basis, which means                     money market instruments, repurchase                  change on days when the Fund is not
                                                  delivery and payment take place a                       agreements, foreign debt securities,                  open for business and its shares may not
                                                  number of days after the date of the                    certificates of deposit, time deposits,               be purchased or redeemed.
                                                  commitment to purchase.                                 and bankers’ acceptances, will be                        Investment company securities that
                                                  Net Asset Value                                         valued based on evaluated bids                        are not exchange-traded will be valued
                                                                                                          furnished to the Fund by an                           at NAV.
                                                     According to the Registration                        independent pricing service using
                                                  Statement, a Share’s NAV will be                                                                              Creation and Redemption of Shares
                                                                                                          market information, transactions for
                                                  determined at the close of regular                      comparable securities and various                        According to the Registration
                                                  trading on the New York Stock                           relationships between securities, if                  Statement, Shares of the Fund will be
                                                  Exchange (‘‘NYSE’’) on the days the                     available, or bid prices obtained from                ‘‘created’’ at NAV by market makers,
                                                  NYSE is open for trading, normally at                   broker-dealers.                                       large investors and institutions only in
                                                  4:00 p.m., Eastern time. Fund securities                   Foreign denominated assets and                     block-size ‘‘Creation Units’’ of 50,000
                                                  and other investments for which market                  liabilities will be translated into U.S.              Shares or multiples thereof. The size of
                                                  quotations are readily available will be                dollars based upon foreign exchange                   a Creation Unit is subject to change.
                                                  valued at market value. The Fund may                    rates supplied by an independent                      Each ‘‘creator’’ or ‘‘Authorized
                                                  use independent pricing services                        pricing service. Fund securities and                  Participant’’ will enter into an
                                                  recommended by the Adviser and                          other investments for which market                    authorized participant agreement with
                                                  approved by the Board of Trustees to                    quotations are not readily available will             the Fund’s distributor.
                                                  obtain market quotations.                               be valued at fair value as determined in                 A creation transaction, which is
                                                     Fund securities and other investments                good faith by the Adviser pursuant to                 subject to acceptance by the Fund’s
                                                  will be valued at market value based on                 procedures approved by the Board of                   distributor, generally takes place when
                                                  market quotations obtained or                           Trustees. The Fund may also value                     an Authorized Participant deposits into
                                                  determined by independent pricing                       securities and other investments at fair              the Fund a designated portfolio of
                                                  services recommended by the Adviser                     value in other circumstances such as                  securities (including any portion of such
                                                  and approved by the Board of Trustees.                  when extraordinary events occur after                 securities for which cash may be
                                                  Fund securities and other investments                   the close of a foreign market but prior               substituted) and a specified amount of
                                                  for which market quotations are not                     to the close of the NYSE. This may                    cash approximating the holdings of the
                                                  readily available, or which are deemed                  include situations relating to a single               Fund in exchange for a specified
                                                  to be unreliable by the Adviser, will be                issuer (such as a declaration of                      number of creation units.
                                                  valued at fair value as determined in                   bankruptcy or a delisting of the issuer’s                Similarly, Shares can be redeemed
                                                  good faith by the Adviser pursuant to                   security from the primary market on                   only in Creation Units, generally for a
                                                  procedures approved by the Board of                     which it has traded) as well as events                designated portfolio of securities
                                                  Trustees, as described below. Market                    affecting the securities markets in                   (including any portion of such securities
                                                  value will be determined as follows:                    general (such as market disruptions or                for which cash may be substituted) held
                                                     Exchange-listed equity securities will               closings and significant fluctuations in              by the Fund and a specified amount of
                                                  be valued at the last sale price quoted                 U.S. and/or foreign markets).                         cash. Except when aggregated in
                                                  on the exchange where they are traded                      Fair value pricing may require                     Creation Units, Shares will not be
                                                  most extensively or, if there is no                     subjective determinations about the                   redeemable by the Fund.
                                                  reported sale during the day, the closing               value of a security, and fair values used                The prices at which creations and
                                                  bid quotation. Securities traded on the                 to determine the Fund’s NAV may differ                redemptions occur are based on the next
mstockstill on DSK3G9T082PROD with NOTICES




                                                  NASDAQ Global Select Market,                            from quoted or published prices, or                   calculation of NAV after a creation or
                                                  NASDAQ Global Market and NASDAQ                         from prices that are used by others, for              redemption order is received in an
                                                  Capital Market are valued at the                        the same securities. In addition, the use             acceptable form under the Authorized
                                                  NASDAQ Official Closing Price                           of fair value pricing may not always                  Participant agreement.
                                                  (‘‘NOCP’’), or if lacking an NOCP, at the               result in adjustments to the prices of                   Only an Authorized Participant may
                                                  most recent bid quotations on the                       securities held by the Fund. Valuations               create or redeem creation units directly
                                                  applicable NASDAQ Market. OTC                           for securities traded in the OTC market               with the Fund.


                                             VerDate Sep<11>2014   20:19 May 24, 2016   Jkt 238001   PO 00000   Frm 00097   Fmt 4703   Sfmt 4703   E:\FR\FM\25MYN1.SGM   25MYN1


                                                                              Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices                                                      33295

                                                     Creations and redemptions must be                    (based on information at the end of the               closings); (ii) for any period during
                                                  made through a firm that is either a                    previous business day).                               which trading on the Exchange is
                                                  member of the Continuous Net                               Shares may be redeemed only in                     suspended or restricted; (iii) for any
                                                  Settlement System of the National                       Creation Units at their NAV next                      period during which an emergency
                                                  Securities Clearing Corporation or a                    determined after receipt of a redemption              exists as a result of which disposal by
                                                  DTC participant and has executed an                     request in proper form on a business                  the Fund of securities it owns or
                                                  agreement with the Fund’s distributor                   day and only through a Participating                  determination of the Fund’s NAV is not
                                                  with respect to creations and                           Party or DTC Participant who has                      reasonably practicable; or (iv) in such
                                                  redemptions of Creation Units.                          executed a Participant Agreement. State               other circumstances as permitted by the
                                                     The consideration for purchase of                    Street, through the NSCC, will make                   Commission.
                                                  Creation Units generally will consist of                available immediately prior to the
                                                  Deposit Securities and the Cash                                                                               Investment Restrictions
                                                                                                          opening of business on the Exchange
                                                  Component, which will generally                         (currently 9:30 a.m., Eastern time) on                   As a temporary defensive measure,
                                                  correspond pro rata, to the extent                      each business day, the identity of the                the Fund may hold any portion of its
                                                  practicable, to the Fund securities, or, as             Fund’s securities and/or an amount of                 assets in cash (U.S. dollars, foreign
                                                  permitted by the Fund, the Cash                         cash that will be applicable (subject to              currencies or multinational currency
                                                  Deposit. Together, the Deposit                          possible amendment or correction) to                  units) and/or invest in money market
                                                  Securities and the Cash Component or,                   redemption requests received in proper                instruments or high-quality debt
                                                  alternatively, the Cash Deposit,                        form on that day. All orders are subject              securities as it deems appropriate.
                                                  constitute the ‘‘Fund Deposit,’’ which                  to acceptance by the Transfer Agent.                     The Fund intends to maintain the
                                                  represents the minimum initial and                      The Fund’s securities received on                     required level of diversification and
                                                  subsequent investment amount for a                      redemption will generally correspond                  otherwise conduct its operations so as to
                                                  Creation Unit of the Fund. The portfolio                pro rata, to the extent practicable, to               qualify as a ‘‘regulated investment
                                                  of securities required may, in certain                  such Fund’s securities. The Fund’s                    company’’ for purposes of the Internal
                                                  limited circumstances, be different than                securities received on redemption                     Revenue Code of 1986.12
                                                  the portfolio of securities the Fund will               (‘‘Fund Securities’’) may not be                         The Fund may hold up to an aggregate
                                                  deliver upon redemption of Fund                         identical to Deposit Securities that are              amount of 15% of its net assets in
                                                  Shares.                                                 applicable to creations of Creation                   illiquid assets (calculated at the time of
                                                     The function of the Cash Component                   Units.                                                investment). The Fund will monitor its
                                                  is to compensate for any differences                       Unless cash only redemptions are                   portfolio liquidity on an ongoing basis
                                                  between the NAV per Creation Unit and                   available or specified for the Fund, the              to determine whether, in light of current
                                                  the ‘‘Deposit Amount’’ (as defined                      redemption proceeds for a Creation Unit               circumstances, an adequate level of
                                                  below). The Cash Component would be                     will generally consist of Fund                        liquidity is being maintained, and will
                                                  an amount equal to the difference                       Securities—as announced on the                        consider taking appropriate steps in
                                                  between the NAV of the shares (per                      business day of the request for a                     order to maintain adequate liquidity if,
                                                  Creation Unit) and the ‘‘Deposit                        redemption order received in proper                   through a change in values, net assets,
                                                  Amount,’’ which is an amount equal to                   form—plus cash in an amount equal to                  or other circumstances, more than 15%
                                                  the market value of the Deposit                         the difference between the NAV of the                 of the Fund’s net assets are held in
                                                  Securities. If the Cash Component is a                  shares being redeemed, as next                        illiquid assets. Illiquid assets include
                                                  positive number (the NAV per Creation                   determined after a receipt of a request               securities subject to contractual or other
                                                  Unit exceeds the Deposit Amount), the                   in proper form, and the value of the                  restrictions on resale and other
                                                  Authorized Participant will deliver the                 Fund Securities, less the redemption                  instruments that lack readily available
                                                  Cash Component. If the Cash                                                                                   markets as determined in accordance
                                                                                                          transaction fee and variable fees
                                                  Component is a negative number (the                                                                           with Commission staff guidance.13
                                                                                                          described below.11 Notwithstanding the
                                                  NAV per Creation Unit is less than the                                                                           The Fund will not invest in options,
                                                                                                          foregoing, the Trust will substitute a
                                                  Deposit Amount), the Authorized                                                                               futures or swaps.
                                                                                                          ‘‘cash-in-lieu’’ amount to replace any
                                                  Participant will receive the Cash                                                                                The Fund’s investments will be
                                                                                                          Fund Security that is a non-deliverable
                                                  Component. Computation of the Cash                                                                            consistent with the Fund’s investment
                                                                                                          instrument. The Trust may permit a
                                                  Component excludes any stamp duty or                                                                          objective and will not be used to
                                                                                                          ‘‘cash-in-lieu’’ amount for any reason at
                                                  other similar fees and expenses payable
                                                                                                          the Trust’s sole discretion but is not
                                                  upon transfer of beneficial ownership of                                                                        12 26  U.S.C. 851.
                                                                                                          required to do so. The amount of cash
                                                  the Deposit Securities, which shall be                                                                          13 The  Commission has stated that long-standing
                                                  the sole responsibility of the Authorized               paid out in such cases will be                        Commission guidelines have required open-end
                                                  Participant. The Cash Component may                     equivalent to the value of the                        funds to hold no more than 15% of their net assets
                                                  also include a ‘‘Dividend Equivalent                    instrument listed as a Fund Security. In              in illiquid securities and other illiquid assets. See
                                                                                                          the event that the Fund Securities have               Investment Company Act Release No. 28193 (March
                                                  Payment,’’ which enables the Fund to                                                                          11, 2008), 73 FR 14618 (March 18, 2008), footnote
                                                  make a complete distribution of                         a value greater than the NAV of the                   34. See also, Investment Company Act Release No.
                                                  dividends on the next dividend                          shares, a compensating cash payment                   5847 (October 21, 1969), 35 FR 19989 (December
                                                  payment date. State Street Bank and                     equal to the difference.                              31, 1970) (Statement Regarding ‘‘Restricted
                                                                                                             The right of redemption may be                     Securities’’); Investment Company Act Release No.
                                                  Trust Company, through the National                                                                           18612 (March 12, 1992), 57 FR 9828 (March 20,
                                                  Securities Clearing Corporation                         suspended or the date of payment                      1992) (Revisions of Guidelines to Form N–1A). A
                                                  (‘‘NSCC’’), will make available on each                 postponed with respect to the Fund: (i)               fund’s portfolio security is illiquid if it cannot be
mstockstill on DSK3G9T082PROD with NOTICES




                                                  business day, prior to the opening of                   For any period during which the                       disposed of in the ordinary course of business
                                                                                                          Exchange is closed (other than                        within seven days at approximately the value
                                                  business (subject to amendments) on the                                                                       ascribed to it by the fund. See Investment Company
                                                  Exchange (currently 9:30 a.m., Eastern                  customary weekend and holiday                         Act Release No. 14983 (March 12, 1986), 51 FR
                                                  time), the identity and the required                                                                          9773 (March 21, 1986) (adopting amendments to
                                                                                                            11 The Adviser represents that, to the extent the   Rule 2a–7 under the 1940 Act); Investment
                                                  number of each Deposit Security and                     Trust effects the creation or redemption of Shares    Company Act Release No. 17452 (April 23, 1990),
                                                  the amount of the Cash Component to                     in cash, such transactions will be effected in the    55 FR 17933 (April 30, 1990) (adopting Rule 144A
                                                  be included in the current Fund Deposit                 same manner for all Authorized Participants.          under the 1933 Act).



                                             VerDate Sep<11>2014   20:19 May 24, 2016   Jkt 238001   PO 00000   Frm 00098   Fmt 4703   Sfmt 4703   E:\FR\FM\25MYN1.SGM     25MYN1


                                                  33296                       Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices

                                                  enhance leverage. That is, while the                       In addition, a basket composition file,            settlement prices of common stocks and
                                                  Fund will be permitted to borrow as                     which includes the security names and                 other equity securities (including shares
                                                  permitted under the 1940 Act, the                       share quantities required to be delivered             of preferred securities, and non-U.S.
                                                  Fund’s investments will not be used to                  in exchange for the Fund’s Shares,                    Depositary Receipts), will be available
                                                  seek performance that is the multiple or                together with estimates and actual cash               from the foreign exchanges on which
                                                  inverse multiple (i.e., 2Xs and 3Xs) of                 components, will be publicly                          such securities trade as well as from
                                                  the Fund’s primary broad-based                          disseminated daily prior to the opening               major market data vendors. Pricing
                                                  securities benchmark index (as defined                  of the NYSE via NSCC. The basket                      information regarding each asset class in
                                                  in Form N–1A).14                                        represents one Creation Unit of the                   which the Fund will invest will
                                                                                                          Fund.                                                 generally be available through
                                                  Availability of Information                                In order to provide additional                     nationally recognized data service
                                                    The Fund’s Web site, which will be                    information regarding the indicative                  providers through subscription
                                                  publicly available prior to the public                  value of Shares of the Fund, the                      arrangements. Quotation information
                                                  offering of Shares, will include a form                 Exchange or a market data vendor will                 from brokers and dealers or pricing
                                                  of the prospectus for the Fund that may                 disseminate every 15 seconds through                  services will be available for Eurodollar
                                                  be downloaded. The Fund’s Web site                      the facilities of the Consolidated Tape               obligations, Yankee dollar obligations,
                                                  will include additional quantitative                    Association, or through other widely                  U.S. government securities, repurchase
                                                  information updated on a daily basis,                   disseminated means, an updated IIV for                agreements, money market instruments,
                                                  including, for the Fund (1) daily trading               the Fund as calculated by an                          foreign debt securities, certificates of
                                                  volume, the prior business day’s                        information provider or market data                   deposit, time deposits, and bankers’
                                                  reported closing price, NAV and mid-                    vendor.                                               acceptances; unsponsored Depositary
                                                  point of the bid/ask spread at the time                    The Fund’s IIV will be based on the                Receipts; and spot currency transactions
                                                  of calculation of such NAV (the ‘‘Bid/                  current market value of the Fund’s                    held by the Fund. In addition, IIV,17
                                                  Ask Price’’),15 and a calculation of the                portfolio holdings that will form the                 which is the Portfolio Indicative Value
                                                  premium and discount of the Bid/Ask                     basis of the Fund’s calculation of NAV                as defined in NYSE Arca Equities Rule
                                                  Price against the NAV, and (2) data in                  at the end of the business day as                     8.600 (c)(3), will be widely
                                                  chart format displaying the frequency                   disclosed on the Fund’s Web site prior                disseminated at least every 15 seconds
                                                  distribution of discounts and premiums                  to the business day’s commencement of                 during the Exchange’s Core Trading
                                                  of the daily Bid/Ask Price against the                  trading.                                              Session by one or more major market
                                                                                                             Investors can also obtain the Trust’s              data vendors.18 The dissemination of
                                                  NAV, within appropriate ranges, for
                                                                                                          Statement of Additional Information                   the IIV, together with the Disclosed
                                                  each of the four previous calendar
                                                                                                          (‘‘SAI’’), the Fund’s Shareholder                     Portfolio, will allow investors to
                                                  quarters. On each business day, before
                                                                                                          Reports, and the Trust’s Form N–CSR                   determine the value of the underlying
                                                  commencement of trading in Shares in
                                                                                                          and Form N–SAR, filed twice a year.                   portfolio of the Fund on a daily basis
                                                  the Core Trading Session on the                         The Trust’s SAI and Shareholder
                                                  Exchange, the Fund will disclose on its                                                                       and to provide a close estimate of that
                                                                                                          Reports are available free upon request               value throughout the trading day.
                                                  Web site the Disclosed Portfolio as                     from the Trust, and those documents
                                                  defined in NYSE Arca Equities Rule                      and the Form N–CSR and Form N–SAR                     Trading Halts
                                                  8.600(c)(2) that will form the basis for                may be viewed on-screen or                               With respect to trading halts, the
                                                  the Fund’s calculation of NAV at the                    downloaded from the Commission’s                      Exchange may consider all relevant
                                                  end of the business day.16                              Web site at www.sec.gov. Information                  factors in exercising its discretion to
                                                    On a daily basis, the Fund will                       regarding market price and trading                    halt or suspend trading in the Shares of
                                                  disclose for each portfolio security or                 volume of the Shares will be continually              the Fund.19 Trading in Shares of the
                                                  other financial instrument of the Fund                  available on a real-time basis throughout             Fund will be halted if the circuit breaker
                                                  the following information on the Fund’s                 the day on brokers’ computer screens                  parameters in NYSE Arca Equities Rule
                                                  Web site: Ticker symbol (if applicable),                and other electronic services.                        7.12 have been reached. Trading also
                                                  name of security and financial                          Information regarding the previous                    may be halted because of market
                                                  instrument, number of shares and dollar                 day’s closing price and trading volume                conditions or for reasons that, in the
                                                  value of financial instruments held in                  information for the Shares will be                    view of the Exchange, make trading in
                                                  the portfolio, and percentage weighting                 published daily in the financial section              the Shares inadvisable. These may
                                                  of the security and financial instrument                of newspapers. Quotation and last sale                include: (1) The extent to which trading
                                                  in the portfolio. The Web site                          information for the Shares will be                    is not occurring in the securities and/or
                                                  information will be publicly available at               available via the Consolidated Tape                   the financial instruments comprising
                                                  no charge.                                              Association (‘‘CTA’’) high-speed line.                the Disclosed Portfolio of the Fund; or
                                                                                                          With respect to U.S. exchange-listed                  (2) whether other unusual conditions or
                                                     14 The Fund’s broad-based securities benchmark
                                                                                                          equity securities, the intra-day, closing
                                                  index will be identified in a future amendment to       and settlement prices of common stocks                  17 The IIV calculation will be an estimate of the
                                                  the Registration Statement following the Fund’s                                                               value of the Fund’s NAV per Share using market
                                                  first full calendar year of performance.
                                                                                                          and exchange-traded equity securities
                                                                                                                                                                data converted into U.S. dollars at the current
                                                     15 The Bid/Ask Price of Shares of the Fund will      (including shares of preferred securities,            currency rates. The IIV price will be based on
                                                  be determined using the midpoint of the highest bid     closed-end funds, REITs and U.S.                      quotes and closing prices from the securities’ local
                                                  and the lowest offer on the Exchange as of the time     exchange-listed Depositary Receipts)                  market and may not reflect events that occur
                                                  of calculation of the Fund’s NAV. The records           will be readily available from the                    subsequent to the local market’s close. Premiums
mstockstill on DSK3G9T082PROD with NOTICES




                                                  relating to Bid/Ask Prices will be retained by the                                                            and discounts between the IIV and the market price
                                                  Fund and their service providers.                       national securities exchanges trading                 of the Shares may occur. This should not be viewed
                                                     16 Under accounting procedures followed by the       such securities, automated quotation                  as a ‘‘real-time’’ update of the NAV per Share of the
                                                  Fund, trades made on the prior business day (‘‘T’’)     systems, published or other public                    Fund, which will be calculated only once a day.
                                                                                                                                                                  18 Currently, it is the Exchange’s understanding
                                                  will be booked and reflected in NAV on the current      sources, or on-line information services
                                                  business day (‘‘T + 1’’). Accordingly, the Fund will                                                          that several major market data vendors display and/
                                                  be able to disclose at the beginning of the business
                                                                                                          such as Bloomberg or Reuters. With                    or make widely available IIVs taken from CTA or
                                                  day the portfolio that will form the basis for the      respect to non-U.S. exchange-listed                   other data feeds.
                                                  NAV calculation at the end of the business day.         equity securities, intra-day, closing and               19 See NYSE Arca Equities Rule 7.12.




                                             VerDate Sep<11>2014   20:19 May 24, 2016   Jkt 238001   PO 00000   Frm 00099   Fmt 4703   Sfmt 4703   E:\FR\FM\25MYN1.SGM   25MYN1


                                                                              Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices                                              33297

                                                  circumstances detrimental to the                        securities laws applicable to trading on              listing requirements for listing the
                                                  maintenance of a fair and orderly                       the Exchange.                                         Shares on the Exchange.
                                                  market are present. Trading in the                         The surveillances referred to above                   The issuer has represented to the
                                                  Shares will be subject to NYSE Arca                     generally focus on detecting securities               Exchange that it will advise the
                                                  Equities Rule 8.600(d)(2)(D), which sets                trading outside their normal patterns,                Exchange of any failure by the Fund to
                                                  forth circumstances under which Shares                  which could be indicative of                          comply with the continued listing
                                                  of the Fund may be halted.                              manipulative or other violative activity.             requirements, and, pursuant to its
                                                                                                          When such situations are detected,                    obligations under Section 19(g)(1) of the
                                                  Trading Rules                                                                                                 Act, the Exchange will monitor for
                                                                                                          surveillance analysis follows and
                                                     The Exchange deems the Shares to be                  investigations are opened, where                      compliance with the continued listing
                                                  equity securities, thus rendering trading               appropriate, to review the behavior of                requirements. If the Fund is not in
                                                  in the Shares subject to the Exchange’s                 all relevant parties for all relevant                 compliance with the applicable listing
                                                  existing rules governing the trading of                 trading violations.                                   requirements, the Exchange will
                                                  equity securities. Shares will trade on                    The Exchange or FINRA, on behalf of                commence delisting procedures under
                                                  the NYSE Arca Marketplace from 4:00                     the Exchange, will communicate as                     NYSE Arca Equities Rule 5.5(m).
                                                  a.m. to 8:00 p.m. Eastern time in                       needed regarding trading in the Shares
                                                  accordance with NYSE Arca Equities                                                                            Information Bulletin
                                                                                                          and certain exchange-traded securities
                                                  Rule 7.34 (Opening, Core, and Late                                                                               Prior to the commencement of
                                                                                                          underlying the Shares with other
                                                  Trading Sessions). The Exchange has                                                                           trading, the Exchange will inform its
                                                                                                          markets and other entities that are
                                                  appropriate rules to facilitate                                                                               Equity Trading Permit Holders in an
                                                                                                          members of the Intermarket
                                                  transactions in the Shares during all                                                                         Information Bulletin (‘‘Bulletin’’) of the
                                                                                                          Surveillance Group (‘‘ISG’’), and the
                                                  trading sessions. As provided in NYSE                                                                         special characteristics and risks
                                                                                                          Exchange or FINRA, on behalf of the
                                                  Arca Equities Rule 7.6, Commentary .03,                                                                       associated with trading the Shares.
                                                                                                          Exchange, may obtain trading
                                                  the minimum price variation (‘‘MPV’’)                                                                         Specifically, the Bulletin will discuss
                                                                                                          information regarding trading in the
                                                  for quoting and entry of orders in equity                                                                     the following: (1) The procedures for
                                                                                                          Shares and certain exchange-traded
                                                  securities traded on the NYSE Arca                                                                            purchases and redemptions of Shares in
                                                                                                          securities underlying the Shares from
                                                  Marketplace is $0.01, with the exception                                                                      Creation Unit aggregations (and that
                                                                                                          such markets and other entities. In
                                                  of securities that are priced less than                                                                       Shares are not individually redeemable);
                                                                                                          addition, the Exchange may obtain
                                                  $1.00 for which the MPV for order entry                                                                       (2) NYSE Arca Equities Rule 9.2(a),
                                                                                                          information regarding trading in the
                                                  is $0.0001.                                                                                                   which imposes a duty of due diligence
                                                     The Shares will conform to the initial               Shares and certain exchange-traded
                                                                                                                                                                on its Equity Trading Permit Holders to
                                                  and continued listing criteria under                    securities underlying the Shares from
                                                                                                                                                                learn the essential facts relating to every
                                                  NYSE Arca Equities Rule 8.600. The                      markets and other entities that are
                                                                                                                                                                customer prior to trading the Shares; (3)
                                                  Exchange represents that, for initial                   members of ISG or with which the
                                                                                                                                                                the risks involved in trading the Shares
                                                  and/or continued listing, the Fund will                 Exchange has in place a comprehensive
                                                                                                                                                                during the Opening and Late Trading
                                                  be in compliance with Rule 10A–3 20                     surveillance sharing agreement.22 The
                                                                                                                                                                Sessions when an updated Portfolio
                                                  under the Act, as provided by NYSE                      Exchange is able to access from FINRA,
                                                                                                                                                                Indicative Value will not be calculated
                                                  Arca Equities Rule 5.3. A minimum of                    as needed, trade information for certain
                                                                                                                                                                or publicly disseminated; (4) how
                                                  100,000 Shares for the Fund will be                     fixed income securities held by the
                                                                                                                                                                information regarding the Portfolio
                                                  outstanding at the commencement of                      Fund reported to FINRA’s Trade
                                                                                                                                                                Indicative Value and the Disclosed
                                                  trading on the Exchange. The Exchange                   Reporting and Compliance Engine
                                                                                                                                                                Portfolio is disseminated; (5) the
                                                  will obtain a representation from the                   (‘‘TRACE’’).
                                                                                                                                                                requirement that Equity Trading Permit
                                                  issuer of the Shares that the NAV per                      Not more than 10% of the net assets
                                                                                                                                                                Holders deliver a prospectus to
                                                  Share will be calculated daily and that                 of the Fund in the aggregate invested in
                                                                                                                                                                investors purchasing newly issued
                                                  the NAV and the Disclosed Portfolio                     equity securities (other than non-
                                                                                                                                                                Shares prior to or concurrently with the
                                                  will be made available to all market                    exchange-traded investment company
                                                                                                                                                                confirmation of a transaction; and (6)
                                                  participants at the same time.                          securities) shall consist of equity
                                                                                                                                                                trading information.
                                                                                                          securities whose principal market is not                 In addition, the Bulletin will
                                                  Surveillance                                            a member of the ISG or is a market with               reference that the Fund is subject to
                                                     The Exchange represents that trading                 which the Exchange does not have a                    various fees and expenses described in
                                                  in the Shares will be subject to the                    comprehensive surveillance sharing                    the Registration Statement. The Bulletin
                                                  existing trading surveillances,                         agreement.                                            will discuss any exemptive, no-action,
                                                  administered by the Exchange or                            In addition, the Exchange also has a               and interpretive relief granted by the
                                                  Financial Industry Regulatory Authority                 general policy prohibiting the                        Commission from any rules under the
                                                  (‘‘FINRA’’) on behalf of the Exchange,                  distribution of material, non-public                  Act. The Bulletin will also disclose that
                                                  which are designed to detect violations                 information by its employees.                         the NAV for the Shares will be
                                                  of Exchange rules and applicable federal                   All statements and representations                 calculated after 4:00 p.m. Eastern time
                                                  securities laws.21 The Exchange                         made in this filing regarding (a) the                 each trading day.
                                                  represents that these procedures are                    description of the portfolio, (b)
                                                  adequate to properly monitor Exchange                   limitations on portfolio holdings or                  2. Statutory Basis
                                                  trading of the Shares in all trading                    reference assets, or (c) the applicability               The basis under the Act for this
                                                  sessions and to deter and detect                        of Exchange rules and surveillance                    proposed rule change is the requirement
mstockstill on DSK3G9T082PROD with NOTICES




                                                  violations of Exchange rules and federal                procedures shall constitute continued                 under Section 6(b)(5) 23 that an
                                                                                                                                                                exchange have rules that are designed to
                                                    20 17 CFR 240.10A–3.                                    22 For a list of the current members of ISG, see
                                                                                                                                                                prevent fraudulent and manipulative
                                                    21 FINRA   conducts cross-market surveillances on     www.isgportal.org. The Exchange notes that not all    acts and practices, to promote just and
                                                  behalf of the Exchange pursuant to a regulatory         components of the Disclosed Portfolio for the Fund
                                                  services agreement. The Exchange is responsible for     may trade on markets that are members of ISG or       equitable principles of trade, to remove
                                                  FINRA’s performance under this regulatory services      with which the Exchange has in place a
                                                  agreement.                                              comprehensive surveillance sharing agreement.           23 15   U.S.C. 78f(b)(5).



                                             VerDate Sep<11>2014   20:19 May 24, 2016   Jkt 238001   PO 00000   Frm 00100   Fmt 4703   Sfmt 4703   E:\FR\FM\25MYN1.SGM     25MYN1


                                                  33298                       Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices

                                                  impediments to, and perfect the                         its Web site daily after the close of                 investors and the public interest in that
                                                  mechanism of a free and open market                     trading on the Exchange and prior to the              it will facilitate the listing and trading
                                                  and, in general, to protect investors and               opening of trading on the Exchange the                of an additional type of actively-
                                                  the public interest.                                    following day. Moreover, the IIV will be              managed exchange-traded product that
                                                     The Exchange believes that the                       widely disseminated by one or more                    will enhance competition among market
                                                  proposed rule change is designed to                     major market data vendors at least every              participants, to the benefit of investors
                                                  prevent fraudulent and manipulative                     15 seconds during the Exchange’s Core                 and the marketplace. As noted above,
                                                  acts and practices in that the Shares will              Trading Session. Not more than 10% of                 the Exchange has in place surveillance
                                                  be listed and traded on the Exchange                    the net assets of the Fund in the                     procedures relating to trading in the
                                                  pursuant to the initial and continued                   aggregate invested in equity securities               Shares and may obtain information via
                                                  listing criteria in NYSE Arca Equities                  (other than non-exchange-traded                       ISG from other exchanges that are
                                                  Rule 8.600. The Exchange has in place                   investment company securities) shall                  members of ISG or with which the
                                                  surveillance procedures that are                        consist of equity securities whose                    Exchange has entered into a
                                                  adequate to properly monitor trading in                 principal market is not a member of the               comprehensive surveillance sharing
                                                  the Shares in all trading sessions and to               ISG or is a market with which the                     agreement. In addition, as noted above,
                                                  deter and detect violations of Exchange                 Exchange does not have a                              investors will have ready access to
                                                  rules and applicable federal securities                 comprehensive surveillance sharing                    information regarding the Fund’s
                                                  laws. The Adviser has implemented a                     agreement. On each business day, before               holdings, the IIV, the Disclosed
                                                  ‘‘fire wall’’ with respect to its affiliated            commencement of trading in Shares in                  Portfolio, and quotation and last sale
                                                  broker-dealer regarding access to                       the Core Trading Session on the                       information for the Shares.
                                                  information concerning the composition                  Exchange, the Fund will disclose on its
                                                  and/or changes to the Fund’s portfolio.                                                                       B. Self-Regulatory Organization’s
                                                                                                          Web site the Disclosed Portfolio that
                                                  The Exchange or FINRA, on behalf of                                                                           Statement on Burden on Competition
                                                                                                          will form the basis for the Fund’s
                                                  the Exchange, will communicate as                       calculation of NAV at the end of the                    The Exchange does not believe that
                                                  needed regarding trading in the Shares                  business day. Information regarding                   the proposed rule change will impose
                                                  and certain exchange-traded securities                  market price and trading volume of the                any burden on competition that is not
                                                  underlying the Shares with other                        Shares will be continually available on               necessary or appropriate in furtherance
                                                  markets and other entities that are                     a real-time basis throughout the day on               of the purpose of the Act. The Exchange
                                                  members of the ISG, and the Exchange                    brokers’ computer screens and other                   notes that the proposed rule change will
                                                  or FINRA, on behalf of the Exchange,                    electronic services, and quotation and                facilitate the listing and trading of an
                                                  may obtain trading information                          last sale information will be available               actively-managed exchange-traded
                                                  regarding trading in the Shares and                     via the CTA high-speed line. The Web                  product that will principally hold non
                                                  certain exchange-traded securities                      site for the Fund will include a form of              U.S. equity securities and that will
                                                  underlying the Shares from such                         the prospectus for the Fund and                       enhance competition among market
                                                  markets and other entities. In addition,                additional data relating to NAV and                   participants, to the benefit of investors
                                                  the Exchange may obtain information                     other applicable quantitative                         and the marketplace.
                                                  regarding trading in the Shares and                     information. Moreover, prior to the
                                                  certain exchange-traded securities                                                                            C. Self-Regulatory Organization’s
                                                                                                          commencement of trading, the Exchange                 Statement on Comments on the
                                                  underlying the Shares from markets and                  will inform its Equity Trading Permit
                                                  other entities that are members of ISG or                                                                     Proposed Rule Change Received From
                                                                                                          Holders in an Information Bulletin of                 Members, Participants, or Others
                                                  with which the Exchange has in place
                                                                                                          the special characteristics and risks
                                                  a CSSA. The Exchange is able to access                                                                          No written comments were solicited
                                                                                                          associated with trading the Shares.
                                                  from FINRA, as needed, trade                                                                                  or received with respect to the proposed
                                                                                                          Trading in Shares of the Fund will be
                                                  information for certain fixed income                                                                          rule change.
                                                                                                          halted if the circuit breaker parameters
                                                  securities held by the Fund reported to
                                                                                                          in NYSE Arca Equities Rule 7.12 have                  III. Date of Effectiveness of the
                                                  FINRA’s TRACE. The Fund may hold
                                                                                                          been reached or because of market                     Proposed Rule Change and Timing for
                                                  up to an aggregate amount of 15% of its
                                                                                                          conditions or for reasons that, in the                Commission Action
                                                  net assets in illiquid assets (calculated
                                                                                                          view of the Exchange, make trading in
                                                  at the time of investment. The Fund will                                                                         Within 45 days of the date of
                                                  not invest in options, futures or swaps.                the Shares inadvisable, and trading in
                                                                                                                                                                publication of this notice in the Federal
                                                  The Fund’s investments will be                          the Shares will be subject to NYSE Arca
                                                                                                                                                                Register or up to 90 days (i) as the
                                                  consistent with its investment objective                Equities Rule 8.600(d)(2)(D), which sets
                                                                                                                                                                Commission may designate if it finds
                                                  and will not be used to enhance                         forth circumstances under which Shares
                                                                                                                                                                such longer period to be appropriate
                                                  leverage.                                               of the Fund may be halted. The intra-
                                                                                                                                                                and publishes its reasons for so finding
                                                     The proposed rule change is designed                 day, closing and settlement prices of the
                                                                                                                                                                or (ii) as to which the self-regulatory
                                                  to promote just and equitable principles                portfolio securities are also readily
                                                                                                                                                                organization consents, the Commission
                                                  of trade and to protect investors and the               available from the national securities
                                                                                                                                                                will:
                                                  public interest in that the Exchange will               exchanges trading such securities,                       (A) By order approve or disapprove
                                                  obtain a representation from the issuer                 automated quotation systems, published                the proposed rule change, or
                                                  of the Shares that the NAV per Share                    or other public sources, or on-line                      (B) institute proceedings to determine
                                                  will be calculated daily and that the                   information services. In addition, as                 whether the proposed rule change
                                                  NAV and the Disclosed Portfolio will be                 noted above, investors will have ready
mstockstill on DSK3G9T082PROD with NOTICES




                                                                                                                                                                should be disapproved.
                                                  made available to all market                            access to information regarding the
                                                  participants at the same time. In                       Fund’s holdings, the IIV, the Disclosed               IV. Solicitation of Comments
                                                  addition, a large amount of information                 Portfolio, and quotation and last sale                  Interested persons are invited to
                                                  is publicly available regarding the Fund                information for the Shares.                           submit written data, views, and
                                                  and the Shares, thereby promoting                          The proposed rule change is designed               arguments concerning the foregoing,
                                                  market transparency. The Fund’s                         to perfect the mechanism of a free and                including whether the proposed rule
                                                  portfolio holdings will be disclosed on                 open market and, in general, to protect               change is consistent with the Act.


                                             VerDate Sep<11>2014   20:19 May 24, 2016   Jkt 238001   PO 00000   Frm 00101   Fmt 4703   Sfmt 4703   E:\FR\FM\25MYN1.SGM   25MYN1


                                                                                   Federal Register / Vol. 81, No. 101 / Wednesday, May 25, 2016 / Notices                                                     33299

                                                  Comments may be submitted by any of                       SECURITIES AND EXCHANGE                               A. Self-Regulatory Organization’s
                                                  the following methods:                                    COMMISSION                                            Statement of the Purpose of, and the
                                                                                                                                                                  Statutory Basis for, the Proposed Rule
                                                  Electronic Comments                                                                                             Change
                                                                                                            [Release No. 34–77858; File No. SR–
                                                    • Use the Commission’s Internet                         NYSEArca–2016–66]                                     1. Purpose
                                                  comment form (http://www.sec.gov/
                                                                                                                                                                     The Commission has approved listing
                                                  rules/sro.shtml); or                                      Self-Regulatory Organizations; NYSE
                                                                                                                                                                  and trading on the Exchange of shares
                                                    • Send an email to rule-comments@                       Arca, Inc.; Notice of Filing and
                                                                                                                                                                  (‘‘Shares’’) of the AdvisorShares
                                                  sec.gov. Please include File Number SR–                   Immediate Effectiveness of Proposed                   EquityPro ETF (formerly, the Global
                                                  NYSEArca–2016–67 on the subject line.                     Rule Change Reflecting a Change to                    Alpha & Beta ETF) (‘‘Fund’’), a series of
                                                                                                            the Means of Achieving the Investment                 AdvisorShares Trust (‘‘Trust’’) 4 under
                                                  Paper Comments                                            Objective With Respect to the                         NYSE Arca Equities Rule 8.600, which
                                                    • Send paper comments in triplicate                     AdvisorShares EquityPro ETF                           governs the listing and trading of
                                                  to Secretary, Securities and Exchange                                                                           Managed Fund Shares. Shares of the
                                                                                                            May 19, 2016.
                                                  Commission, 100 F Street NE.,                                                                                   Fund are currently listed and traded on
                                                  Washington, DC 20549–1090.                                   Pursuant to Section 19(b)(1) 1 of the              the Exchange.
                                                                                                            Securities Exchange Act of 1934 (the                     The Shares are offered by the Trust,
                                                  All submissions should refer to File                      ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                which is registered with the
                                                  Number SR–NYSEArca–2016–67. This                          notice is hereby given that, on May 5,                Commission as an open-end
                                                  file number should be included on the                     2016, NYSE Arca, Inc. (the ‘‘Exchange’’               management investment company.5 The
                                                  subject line if email is used. To help the                or ‘‘NYSE Arca’’) filed with the                      investment advisor to the Fund is
                                                  Commission process and review your                                                                              AdvisorShares Investments, LLC (the
                                                                                                            Securities and Exchange Commission
                                                  comments more efficiently, please use                                                                           ‘‘Adviser’’). The sub-adviser for the
                                                                                                            (the ‘‘Commission’’) the proposed rule
                                                  only one method. The Commission will                                                                            Fund is Elements Financial, PLC (the
                                                                                                            change as described in Items I and II
                                                  post all comments on the Commission’s                                                                           ‘‘Sub-Adviser’’). Neither the Adviser nor
                                                  Internet Web site (http://www.sec.gov/                    below, which Items have been prepared
                                                                                                                                                                  the Sub-Adviser is a registered broker-
                                                  rules/sro.shtml). Copies of the                           by the self-regulatory organization. The
                                                                                                                                                                  dealer or is affiliated with a broker-
                                                  submission, all subsequent                                Commission is publishing this notice to
                                                                                                                                                                  dealer.
                                                  amendments, all written statements                        solicit comments on the proposed rule                    In this proposed rule change, the
                                                  with respect to the proposed rule                         change from interested persons.                       Exchange proposes to reflect a change to
                                                  change that are filed with the                            I. Self-Regulatory Organization’s                     the means the Adviser will utilize to
                                                  Commission, and all written                               Statement of the Terms of Substance of                implement the Fund’s investment
                                                  communications relating to the                            the Proposed Rule Change                              objective to permit investments in U.S.
                                                  proposed rule change between the                                                                                exchange-traded futures contracts, as
                                                  Commission and any person, other than                       The Exchange proposes to reflect a                  described below.
                                                  those that may be withheld from the                       change to the means of achieving the                     The First Prior Release stated that the
                                                  public in accordance with the                             investment objective with respect to the              Fund’s investment objective is long-
                                                  provisions of 5 U.S.C. 552, will be                       AdvisorShares EquityPro ETF. Shares of                term capital growth. The First Prior
                                                  available for Web site viewing and                        the AdvisorShares EquityPro ETF are                   Release further stated that the Fund will
                                                  printing in the Commission’s Public                       currently listed and traded on the                    not invest in options contracts, futures
                                                  Reference Room, 100 F Street NE.,                         Exchange. The proposed rule change is                 contracts, or swap agreements. The
                                                  Washington, DC 20549, on official                         available on the Exchange’s Web site at               Second Prior Release stated that the
                                                  business days between the hours of                                                                              Fund may invest up to 10% of the
                                                                                                            www.nyse.com, at the principal office of
                                                  10:00 a.m. and 3:00 p.m. Copies of the                                                                          Fund’s net assets in the following types
                                                                                                            the Exchange, and at the Commission’s
                                                  filing also will be available for                                                                               of options: U.S. exchange-listed index
                                                                                                            Public Reference Room.
                                                  inspection and copying at the principal
                                                  offices of the Exchange and on its                        II. Self-Regulatory Organization’s                       4 See Securities Exchange Act Release Nos. 67277

                                                  Internet Web site at www.nyse.com. All                                                                          (June 27, 2012), 77 FR 39554 (July 3, 2012) (SR–
                                                                                                            Statement of the Purpose of, and                      NYSEArca–2012–39) (‘‘Prior Order’’); 66973 (May
                                                  comments received will be posted                          Statutory Basis for, the Proposed Rule                11, 2012), 77 FR 29429 (May 17, 2012) (SR–
                                                  without change; the Commission does                       Change                                                NYSEArca–2012–39) (‘‘Prior Notice,’’ and together
                                                  not edit personal identifying                                                                                   with the Prior Order, the ‘‘First Prior Release’’). See
                                                  information from submissions. You                           In its filing with the Commission, the              also Securities Exchange Act Release No. 72436
                                                                                                                                                                  (June 19, 2014), 79 FR 36118 (June 25, 2014) (SR–
                                                  should submit only information that                       self-regulatory organization included                 NYSEArca–2014–70) (‘‘Second Prior Release’’)
                                                  you wish to make available publicly. All                  statements concerning the purpose of,                 (notice of effectiveness of proposed rule change
                                                  submissions should refer to File                          and basis for, the proposed rule change               regarding the Fund’s use of certain U.S. exchange-
                                                  Number SR–NYSEArca–2016–67, and                                                                                 listed options).
                                                                                                            and discussed any comments it received                   5 The Trust is registered under the Investment
                                                  should be submitted on or before June                     on the proposed rule change. The text                 Company Act of 1940 (15 U.S.C. 80a–1). On
                                                  15, 2016.                                                 of those statements may be examined at                November 1, 2015, the Trust filed with the
                                                    For the Commission, by the Division of                  the places specified in Item IV below.                Commission an amendment to its registration
                                                                                                                                                                  statement on Form N–1A under the Securities Act
                                                  Trading and Markets, pursuant to delegated                The Exchange has prepared summaries,                  of 1933 (15 U.S.C. 77a), and under the 1940 Act
mstockstill on DSK3G9T082PROD with NOTICES




                                                  authority.24                                              set forth in sections A, B, and C below,              relating to the Fund (File Nos. 333–157876 and
                                                  Robert W. Errett,                                         of the most significant parts of such                 811–22110) (‘‘Registration Statement’’). The
                                                                                                                                                                  description of the operation of the Trust and the
                                                  Deputy Secretary.                                         statements.                                           Fund herein is based, in part, on the Registration
                                                  [FR Doc. 2016–12242 Filed 5–24–16; 8:45 am]                                                                     Statement. In addition, the Commission has issued
                                                  BILLING CODE 8011–01–P                                     1 15
                                                                                                                                                                  an order granting certain exemptive relief to the
                                                                                                                  U.S.C. 78s(b)(1).
                                                                                                                                                                  Trust under the 1940 Act. See Investment Company
                                                                                                             2 15 U.S.C. 78a.                                     Act Release No. 29291) (May 28, 2010) (File No.
                                                    24 17   CFR 200.30–3(a)(12).                             3 17 CFR 240.19b–4.                                  812–13677) (‘‘Exemptive Order’’).



                                             VerDate Sep<11>2014     20:19 May 24, 2016   Jkt 238001   PO 00000   Frm 00102   Fmt 4703   Sfmt 4703   E:\FR\FM\25MYN1.SGM   25MYN1



Document Created: 2018-02-07 15:03:43
Document Modified: 2018-02-07 15:03:43
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 33291 

2025 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR