Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment Nos. 2 and 3 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3, To Reflect Changes to the Means of Achieving the Investment Objective Applicable to the Guggenheim Enhanced Short Duration ETF, 24986-24989 [2015-10160]
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Federal Register / Vol. 80, No. 84 / Friday, May 1, 2015 / Notices
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to measure the implied volatility, or the
realized variance or volatility, of
specified stock indexes or specified
securities. In January 2014, the
Commission approved a proposed rule
change by the ISE to list options on the
Nations VolDex Index.6 The April 2015
Supplement amends disclosures in the
ODD regarding implied volatility index
options to accommodate the listing of
options on the Nations VolDex Index
and similarly structured implied
volatility indexes.7 Specifically, the
April 2015 Supplement amends the
discussion of implied volatility index
options by including disclosure
regarding exercise settlement value
calculations that use the mid-point of
the bid and offer of the index
components and the risks of the
different calculation methodologies. The
supplement also provides disclosure
regarding the types of options that can
be used to calculate implied volatility
indexes (i.e., out-of-the-money option
series and hypothetical at-the-money
option series; options with certain
expiration months or weeks; number of
days the options have until expiration).
The April 2015 Supplement is
intended to be read in conjunction with
the more general ODD, which discusses
the characteristics and risks of options
generally.8
Rule 9b–1(b)(2)(i) under the Act 9
provides that an options market must
file five copies of an amendment or
supplement to the ODD with the
Commission at least 30 days prior to the
date definitive copies are furnished to
customers, unless the Commission
determines otherwise, having due
regard to the adequacy of the
information disclosed and the public
interest and protection of investors.10 In
addition, five copies of the definitive
6 See Securities Exchange Act Release No. 71365
(January 22, 2014), 79 FR 4512 (January 28, 2014)
(SR–ISE–2013–42).
7 The exercise settlement value for the Nations
VolDex Index is calculated using the mid-point of
the NBBO for the component options of the index,
whereas most other index settlement values are
calculated using transaction prices of the index
components.
8 The Commission notes that the options markets
must continue to ensure that the ODD is in
compliance with the requirements of Rule 9b–
1(b)(2)(i) under the Act, 17 CFR 240.9b–1(b)(2)(i),
including when changes regarding foreign currency
index options and implied volatility index options
are made in the future. Any future changes to the
rules of the options markets concerning foreign
currency index options and implied volatility index
options would need to be submitted to the
Commission under Section 19(b) of the Act. 15
U.S.C. 78s(b).
9 17 CFR 240.9b–1(b)(2)(i).
10 This provision permits the Commission to
shorten or lengthen the period of time which must
elapse before definitive copies may be furnished to
customers.
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ODD, as amended or supplemented,
must be filed with the Commission not
later than the date the amendment or
supplement, or the amended ODD, is
furnished to customers. The
Commission has reviewed the April
2015 Supplement, and the amendments
to the ODD contained therein, and finds
that, having due regard to the adequacy
of the information disclosed and the
public interest and protection of
investors, the supplement may be
furnished to customers as of the date of
this order.
It is therefore ordered, pursuant to
Rule 9b–1 under the Act,11 that
definitive copies of the April 2015
Supplement to the ODD (SR–ODD–
2015–01), reflecting the inclusion of
disclosure regarding foreign currency
index options and changes to disclosure
regarding implied volatility index
options, may be furnished to customers
as of the date of this order.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Brent J. Fields,
Secretary.
[FR Doc. 2015–10136 Filed 4–30–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–74814; File No. SR–
NYSEArca–2014–107]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of
Amendment Nos. 2 and 3 and Order
Granting Accelerated Approval of a
Proposed Rule Change, as Modified by
Amendment Nos. 1, 2, and 3, To
Reflect Changes to the Means of
Achieving the Investment Objective
Applicable to the Guggenheim
Enhanced Short Duration ETF
April 27, 2015.
I. Introduction
On October 21, 2014, NYSE Arca, Inc.
(‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
reflect certain changes to the description
of the Guggenheim Enhanced Short
Duration ETF (‘‘Fund’’), a series of
Claymore Exchange-Traded Fund Trust
11 17
CFR 240.9b–1.
CFR 200.30–3(a)(39).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
12 17
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(‘‘Trust’’).3 On October 29, 2014, the
Exchange filed Amendment No. 1 to the
proposed rule change. The proposed
rule change, as modified by Amendment
No. 1 thereto, was published for
comment in the Federal Register on
November 7, 2014.4 The Commission
received one comment on the proposal.5
On December 10, 2014, the Commission
designated a longer period within which
to approve the proposed rule change,
disapprove the proposed rule change, or
institute proceedings to determine
whether to disapprove the proposed
rule change.6 On February 3, 2015, the
Commission instituted proceedings to
determine whether to approve or
disapprove the proposed rule change.7
On March 16, 2015, the Exchange filed
Amendment No. 2 to the proposed rule
change,8 and on March 24, 2015, the
Exchange filed Amendment No. 3 to the
3 The Commission previously approved the
listing and trading of the shares (‘‘Shares’’) of the
Fund. See Securities Exchange Act Release No.
64550 (May 26, 2011), 76 FR 32005 (Jun. 2, 2011)
(SR–NYSEArca–2011–11) (‘‘Prior Order’’). See also
Securities Exchange Act Release No. 64224 (Apr. 7,
2011), 76 FR 20401 (Apr. 12, 2011) (SR–NYSEArca–
2011–11) (‘‘Prior Notice,’’ and together with the
Prior Order, collectively ‘‘Prior Release’’). The
Exchange represents that the Shares are currently
listed and trading on the Exchange under NYSE
Arca Equities Rule 8.600, which governs the listing
and trading of Managed Fund Shares.
4 See Securities Exchange Act Release No. 73512
(Nov. 3, 2014), 79 FR 66442 (‘‘Notice’’). In
Amendment No. 1 to the proposed rule change, the
Exchange clarified that asset-backed securities in
which the Fund may invest include collateralized
debt obligations, as described in the Prior Release.
5 Comments on the proposed rule change,
including Amendment Nos. 2 and 3, can be found
on the Commission’s Web site, available at
https://www.sec.gov/comments/sr-nysearca-2014107/nysearca2014107.shtml.
6 See Securities Exchange Act Release No. 73810,
79 FR 74783 (Dec. 16, 2014). The Commission
determined that it was appropriate to designate a
longer period within which to take action on the
proposed rule change so that it has sufficient time
to consider the proposed rule change. Accordingly,
the Commission designated February 5, 2015 as the
date by which it should approve, disapprove, or
institute proceedings to determine whether to
disapprove the proposed rule change.
7 See Securities Exchange Act Release No. 74199,
80 FR 7050 (Feb. 9, 2015) (‘‘Order Instituting
Proceedings’’). In the Order Instituting Proceedings,
the Commission noted, among other things, that
questions remain as to whether the Exchange’s
proposal is consistent with the requirements of
Section (6)(b)(5) of the Act, which requires, among
other things, that the rules of a national securities
exchange be designed to prevent fraudulent and
manipulative acts and practices, to promote just
and equitable principles of trade, and to protect
investors and the public interest and asked
questions regarding the liquidity and transparency
of the Fund’s proposed holdings in asset-backed
securities.
8 In Amendment No. 2, the Exchange: (1)
Modified the proposal to permit the Fund to invest
up to 20% of its assets in MBS and ABS that are
privately issued, non-agency, and non-government
sponsored entity, collectively defined as ‘‘Private
MBS/ABS’’ and (2) made conforming changes in the
proposal to reflect the defined term ‘‘Private MBS/
ABS.’’
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Federal Register / Vol. 80, No. 84 / Friday, May 1, 2015 / Notices
proposed rule change.9 The Commission
is publishing this notice to solicit
comments on Amendments Nos. 2 and
3 from interested persons, and is
approving the proposed rule change, as
modified by Amendment Nos. 1, 2, and
3, on an accelerated basis.
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II. The Exchange’s Description of the
Proposal
The Exchange proposes to reflect
certain changes to the measures that
Guggenheim Funds Investment
Advisors, LLC (‘‘Adviser’’) may use to
implement the Fund’s investment
objective, which is to seek maximum
current income, consistent with
preservation of capital and daily
liquidity.10
First, the Prior Release stated that the
Fund may invest up to 10% of its assets
in mortgage-backed securities (‘‘MBS’’)
or in other asset-backed securities
(‘‘ABS’’).11 The Exchange proposes to
modify this limitation to permit the
Fund to invest up to 20% of its assets
in MBS and ABS that are privatelyissued, non-agency, and nongovernment sponsored entity (‘‘Private
MBS/ABS’’). The Exchange notes that
the holdings in Private MBS/ABS would
be subject to the respective limitations
on the Fund’s investments in illiquid
assets and high yield securities, as
described below. According to the
Exchange, this change to the Fund’s
investment limitations would allow the
Adviser to better achieve the Fund’s
investment objective to seek maximum
current income, consistent with
preservation of capital and daily
liquidity. In addition, the Exchange
represents that the Fund’s increased
investment in Private MBS/ABS will
continue to adhere to the Fund’s
investment strategy of investing in short
duration, fixed income securities. The
Exchange further notes that, because the
9 In Amendment No. 3, the Exchange made
additional conforming changes in the proposal to
reflect the defined term ‘‘Private MBS/ABS,’’ the
preponderance of which will be investment grade.
10 According to the Prior Release, the Fund uses
a low duration strategy to seek to outperform the
1–3 month Treasury Bill Index, in addition to
providing returns in excess of those available in
U.S. Treasury bills, government repurchase
agreements, and money market funds, while
providing preservation of capital and daily
liquidity. The Prior Release also stated that the
Fund would hold, under normal circumstances, a
diversified portfolio of fixed income instruments of
varying maturities, but that have an average
duration of less than one year.
11 As stated in the Prior Release, this 10%
limitation does not apply to securities issued or
guaranteed by federal agencies or U.S. government
sponsored instrumentalities, such as the
Government National Mortgage Administration, the
Federal Housing Administration, the Federal
National Mortgage Association, and the Federal
Home Loan Mortgage Corporation.
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Fund may invest no more than 10% of
its net assets in high yield securities, the
preponderance of the Fund’s
investments in Private MBS/ABS will be
in investment grade instruments. Due to
the quality of Private MBS/ABS in
which the Fund will invest, the
Exchange states that the Fund’s
additional investments in Private MBS/
ABS should not expose the Fund to
additional liquidity risk.
Second, the Prior Release stated that
the Fund may invest up to an aggregate
amount of 15% of its net assets in: (1)
Illiquid securities; and (2) Rule 144A
securities. The Exchange proposes to
modify this limitation and permit the
Fund to hold up to an aggregate amount
of 15% of its net assets in illiquid assets
(calculated at the time of investment),12
including Rule 144A securities deemed
illiquid by the Adviser, consistent with
Commission guidance. According to the
Exchange, the Adviser and the Trust’s
Board of Trustees will continue to
evaluate each Rule 144A security based
on the Fund’s valuation procedures to
oversee liquidity and valuation
concerns. With respect to investment in
illiquid assets, if changes in the values
of the Fund’s assets cause the Fund’s
holdings of illiquid assets to exceed the
15% limitation (as if liquid assets have
become illiquid), the Fund will take
such actions as it deems appropriate
and practicable to attempt to reduce its
holdings of illiquid assets.
Third, the Prior Release stated that the
Fund primarily will invest in U.S.
dollar-denominated, investment grade
debt securities rated Baa or higher by
Moody’s Investors Service, Inc.
(‘‘Moody’s’’), or equivalently rated by
Standard & Poor’s Rating Group (‘‘S&P’’)
or Fitch Investor Services (‘‘Fitch’’), or,
if unrated, determined by the Adviser to
be of comparable quality. The Exchange
proposes to modify this representation,
as described above, to a representation
that the Fund primarily will invest in
U.S. dollar-denominated, investment
grade debt securities rated Baa3 or
higher by Moody’s,13 or equivalently
rated by S&P, Fitch, or by any other
nationally recognized statistical rating
organizations, or, if unrated, determined
12 In reaching liquidity decisions, the Adviser
may consider the following factors: The frequency
of trades and quotes for the security; the number of
dealers wishing to purchase or sell the security and
the number of other potential purchasers; dealer
undertakings to make a market in the security; and
the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose
of the security, the method of soliciting offers, and
the mechanics of transfer).
13 According to the Exchange, ‘‘Baa3’’ is the
lowest tier within the ‘‘Baa’’ rating.
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24987
by the Adviser to be of comparable
quality.
Fourth, the Prior Release stated that
the Fund will invest at least 80% of its
net assets in fixed income securities.
The Fund proposes to modify this
statement to permit the Fund to invest
at least 80% of its net assets in fixed
income securities and in exchangetraded funds (‘‘ETFs’’) and closed-end
funds that invest substantially all of
their assets in fixed income securities.14
The Exchange represents that the shares
of these ETFs and closed-end funds will
be listed on a U.S. national securities
exchange.
The Exchange represents that there is
no change to the Fund’s investment
objective, and that the Fund will
continue to comply with all initial and
continued listing requirements under
NYSE Arca Equities Rule 8.600. In
addition, the Exchange represents that,
except for the changes noted above, all
other facts presented and
representations made in the Prior
Release remain unchanged.15
Additional information regarding the
Trust, Fund, and the Shares, including
investment strategies, risks, creation and
redemption procedures, fees, portfolio
holdings disclosure policies, trading
halts, dissemination and availability of
information, distributions, and taxes can
be found in the Prior Release, Notice, as
modified by Amendment Nos. 1, 2, and
3, and the registration statement, as
applicable.16
III. Discussion and Commission’s
Findings
After careful review, the Commission
finds that the proposed rule change is
consistent with the requirements of
Section 6 of the Act 17 and the rules and
14 According to the Exchange, ETFs include
Investment Company Units (as described in NYSE
Arca Equities Rule 5.2(j)(3)); Portfolio Depositary
Receipts (as described in NYSE Arca Equities Rule
8.100); and Managed Fund Shares (as described in
NYSE Arca Equities Rule 8.600). The Fund will
invest in the securities of ETFs registered under the
Investment Company Act of 1940 (‘‘1940 Act’’)
consistent with the requirements of Section 12(d)(1)
of the 1940 Act, or any rule, regulation or order of
the Commission or interpretation thereof.
15 The Prior Release also stated that the Fund is
considered non-diversified under the 1940 Act and
can invest a greater portion of assets in securities
of individual issuers than a diversified fund.
According to the Exchange, Trust changed this
representation in an amendment to the Trust’s
registration statement to state that the Fund is
considered a diversified fund. To reflect this change
in the registration statement, the Exchange’s current
proposed rule change states that the Fund is
considered a diversified fund.
16 See supra notes 3 and 4; see also Notice, supra
note 4, at 66443 n.6 (referring to the registration
statement on Form N–1A relating to the Fund (File
Nos. 333–134551 and 811–21906)).
17 15 U.S.C. 78f.
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mstockstill on DSK4VPTVN1PROD with NOTICES
regulations thereunder applicable to a
national securities exchange.18 In
particular, the Commission finds that
the proposal is consistent with Section
6(b)(5) of the Act,19 which requires,
among other things, that the Exchange’s
rules be designed to promote just and
equitable principles of trade, to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest.
The Commission believes that the
changes proposed by the Exchange with
respect to the Fund are consistent with
the listing standards applicable to other
existing ETFs. Specifically, the
Commission notes that, with respect to
proposals to list and trade other
Managed Fund Shares on the Exchange,
it has previously approved similar
limitations on MBS and ABS holdings
and on illiquid assets.20 The
Commission also notes that it has
previously approved the listing and
trading of other series of Managed Fund
Shares based on portfolios comprising
fixed income securities of any credit
rating, including investment grade
securities rated Baa3 or higher,21 and
shares of other ETFs and exchangetraded closed-end funds.22
In support of its proposal, the
Exchange has made the following
representations:
(1) The Fund and the Shares are
currently in compliance with the listing
standards and other rules of the
18 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
19 15 U.S.C. 78f(b)(5).
20 See, e.g., Securities Exchange Act Release Nos.
74109 (Jan. 21, 2015), 80 FR 4327 (Jan. 27, 2015)
(SR–NYSEArca–2014–134) (providing for similar
limitations on MBS and ABS with respect to the IQ
Wilshire Alternative Strategies ETF); and 70282
(Aug. 29, 2013), 78 FR 54700 (Sept. 5, 2013)
(providing for similar limitations on illiquid assets
with respect to the First Trust Inflation Managed
Fund).
21 See, e.g., Securities Exchange Act Release Nos.
74093 (Jan. 20, 2015), 80 FR 4015 (Jan. 26, 2015)
(SR–NYSEArca–2014–126) (approving the listing
and trading of shares of the AdvisorShares Pacific
Asset Enhanced Floating Rate ETF based on a
portfolio of non-investment grade fixed income
securities defined as being rated below ‘‘Baa3,’’
among other investments); and 71617 (Feb. 26,
2014), 79 FR 12257 (Mar. 4, 2014) (SR–NYSEArca–
2013–135) (approving the listing and trading of
shares of the db-X Ultra-Short Duration Fund based
on a portfolio of investment grade fixed income
securities defined as being rated ‘‘Baa3’’ or higher,
among other investments).
22 See, e.g., Securities Exchange Act Release No.
67277 (Jun. 27, 2012), 80 FR 4327 (July 3, 2012)
(SR–NYSEArca–2012–39) (approving the listing and
trading of shares of the Global Alpha & Beta ETF
based on a portfolio of other exchange-traded
products that include other ETFs and closed-end
funds, among other investments).
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Exchange and the requirements set forth
in the Prior Release.
(2) The Fund will continue to comply
with all initial and continued listing
requirements under NYSE Arca Equities
Rule 8.600, which sets forth the initial
and continued listing criteria applicable
to Managed Fund Shares.
(3) There is no change to the Fund’s
investment objective.
(4) Except for the changes noted
above, all other facts presented and
representations made in the Prior
Release remain unchanged.
This approval order is based on all of
the Exchange’s representations,
including those set forth above; in the
Notice, as modified by Amendment No.
1 thereto; in Amendment Nos. 2 and 3
to the proposed rule change; and in the
Prior Release.
For the foregoing reasons, the
Commission finds that the proposed
rule change, as modified by Amendment
Nos. 1, 2, and 3, is consistent with
Section 6(b)(5) of the Act 23 and the
rules and regulations thereunder
applicable to a national securities
exchange.
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–
NYSEArca–2014–107 and should be
submitted on or before May 22, 2015.
IV. Solicitation of Comments on
Amendment Nos. 2 and 3 to the
Proposed Rule Change
Interested persons are invited to
submit written data, views, and
arguments concerning whether
Amendment Nos. 2 and 3 to the
proposed rule change are consistent
with the Act. Comments may be
submitted by any of the following
methods:
V. Accelerated Approval of Proposed
Rule Change, as Modified by
Amendment Nos. 1, 2, and 3
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEArca–2014–107 on the subject
line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSEArca–2014–107. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
The Commission finds good cause to
approve the proposed rule change, as
modified by Amendment Nos. 1, 2, and
3, prior to the thirtieth day after the date
of publication of notice of the
amendments in the Federal Register.
Amendment Nos. 2 and 3 modify the
proposed rule change by permitting the
Fund to invest up to 20% of its assets
in Private MBS/ABS. The Commission
believes that the proposed rule change
is consistent with the permitted
allocation of such MBS and ABS
holdings with respect to other issues of
Managed Fund Shares previously
approved by the Commission for
Exchange listing and trading.24
Accordingly, the Commission finds
good cause, pursuant to Section 19(b)(2)
of the Act,25 to approve the proposed
rule change, as modified by Amendment
Nos. 1, 2, and 3, on an accelerated basis.
VI. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,26 that the
proposed rule change (SR–NYSEArca–
2014–107), as modified by Amendment
Nos. 1, 2, and 3, be, and it hereby is,
approved on an accelerated basis.
24 See
supra note 20 and accompanying text.
U.S.C. 78s(b)(2).
26 15 U.S.C. 78s(b)(2).
25 15
23 17
PO 00000
CFR 240.10A–3.
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Federal Register / Vol. 80, No. 84 / Friday, May 1, 2015 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.27
Brent J. Fields,
Secretary.
[FR Doc. 2015–10160 Filed 4–30–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
31579; File No. 812–14443]
Highland Funds I, et al.; Notice of
Application
April 27, 2015.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application for an
order under section 6(c) of the
Investment Company Act of 1940 (the
‘‘Act’’) for an exemption from sections
2(a)(32), 5(a)(1), 22(d), and 22(e) of the
Act and rule 22c–1 under the Act, under
sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and
17(a)(2) of the Act, and under section
12(d)(1)(J) for an exemption from
sections 12(d)(1)(A) and 12(d)(1)(B) of
the Act.
AGENCY:
Applicants
request an order that would permit (a)
series of certain open-end management
investment companies to issue shares
(‘‘Shares’’) redeemable in large
aggregations only (‘‘Creation Units’’); (b)
secondary market transactions in Shares
to occur at negotiated market prices
rather than at net asset value (‘‘NAV’’);
(c) certain series to pay redemption
proceeds, under certain circumstances,
more than seven days after the tender of
Shares for redemption; (d) certain
affiliated persons of the series to deposit
securities into, and receive securities
from, the series in connection with the
purchase and redemption of Creation
Units; (e) certain registered management
investment companies and unit
investment trusts outside of the same
group of investment companies as the
series to acquire Shares; and (f) certain
series to perform creations and
redemptions of Creation Units in-kind
in a master-feeder structure.
APPLICANTS: Highland Funds I (the
‘‘Trust’’), Highland Capital Management
Fund Advisors, L.P. (the ‘‘Initial
Adviser’’), and SEI Investments
Distribution Co. (the ‘‘Distributor’’).
FILING DATES: The application was filed
on April 17, 2015, and amended on
April 23, 2015 and April 27, 2015.
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SUMMARY OF APPLICATION:
27 17
CFR 200.30–3(a)(12).
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18:14 Apr 30, 2015
Jkt 235001
HEARING OR NOTIFICATION OF HEARING:
An order granting the requested relief
will be issued unless the Commission
orders a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on May 22, 2015, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit, or for lawyers, a certificate of
service. Pursuant to Rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: The Commission: Secretary,
U.S. Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090;
Applicants: The Trust and the Initial
Adviser, 200 Crescent Court, Suite 700,
Dallas, TX 75201; the Distributor, One
Freedom Valley Drive, Oaks, PA 19456.
FOR FURTHER INFORMATION CONTACT:
Mark N. Zaruba, Senior Counsel at (202)
551–6878, or David P. Bartels, Branch
Chief, at (202) 551–6821 (Division of
Investment Management, Chief
Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants’ Representations
1. The Trust is organized as a
Delaware statutory trust and is
registered under the Act as an open-end
management investment company with
multiple series.
2. The Initial Adviser is registered as
investment adviser under the
Investment Advisers Act of 1940 (the
‘‘Advisers Act’’) and will be the
investment adviser to the Funds
(defined below). Any other Adviser
(defined below) will also be registered
as an investment adviser under the
Advisers Act. The Adviser may enter
into sub-advisory agreements with one
or more investment advisers to act as
sub-advisers to particular Funds (each,
a ‘‘Sub-Adviser’’). Any Sub-Adviser will
either be registered under the Advisers
Act or will not be required to register
thereunder.
PO 00000
Frm 00098
Fmt 4703
Sfmt 4703
24989
3. Each Trust will enter into a
distribution agreement with the
Distributor. The distributor for the
Initial Funds (defined below) will be
SEI Investments Distribution Co. The
Distributor is a broker-dealer (‘‘Broker’’)
registered under the Securities
Exchange Act of 1934 (the ‘‘Exchange
Act’’) and will act as distributor and
principal underwriter of one or more of
the Funds. The distributor of any Fund
may be an affiliated person, as defined
in section 2(a)(3) of the Act (‘‘Affiliated
Person’’), or an affiliated person of an
Affiliated Person (‘‘Second-Tier
Affiliate’’), of that Fund’s Adviser
and/or Sub-Advisers. No distributor will
be affiliated with any Exchange (defined
below).
4. Applicants request that the order
apply to the initial series of the Trust
described in the application that will
rely on the requested order (‘‘Initial
Funds’’), as well as any additional series
of the Trust and other open-end
management investment companies, or
series thereof, that may be created in the
future (‘‘Future Funds’’), each of which
will operate as an exchanged-traded
fund (‘‘ETF’’) and will track a specified
index that includes both long and short
positions or uses a 130/30 investment
strategy and is comprised of domestic or
foreign equity and/or fixed income
securities (each, an ‘‘Underlying
Index’’).1 Any Future Fund will (a) be
advised by the Initial Advisers or an
entity controlling, controlled by, or
under common control with the Initial
Advisers (each, an ‘‘Adviser’’) and (b)
comply with the terms and conditions
of the application. The Initial Funds and
Future Funds, together, are the
‘‘Funds.’’ 2
5. Applicants state that a Fund may
operate as a feeder fund in a masterfeeder structure (‘‘Feeder Fund’’).
Applicants request that the order permit
a Feeder Fund to acquire shares of
another registered investment company
in the same group of investment
companies having substantially the
1 Certain of the applicants received a prior order
with respect to the offering of index-based
exchange-traded funds. In the Matter of Highland
Capital Management, L.P., et al., Investment
Company Act Release Nos. 29890 (Dec. 19, 2011)
(notice) and 29918 (Jan. 17, 2012) (order) (the ‘‘Prior
Order’’). The Prior Order does not apply to Long/
Short Funds and 130/30 Funds (each as defined
herein), and the order requested herein by
applicants will only cover Long/Short Funds and
130/30 Funds.
2 All existing entities that intend to rely on the
requested order have been named as applicants.
Any other existing or future entity that
subsequently relies on the order will comply with
the terms and conditions of the order. A Fund of
Funds (as defined below) may rely on the order
only to invest in Funds and not in any other
registered investment company.
E:\FR\FM\01MYN1.SGM
01MYN1
]]>Agencies
[Federal Register Volume 80, Number 84 (Friday, May 1, 2015)]
[Notices]
[Pages 24986-24989]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-10160]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-74814; File No. SR-NYSEArca-2014-107]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Amendment Nos. 2 and 3 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3, To
Reflect Changes to the Means of Achieving the Investment Objective
Applicable to the Guggenheim Enhanced Short Duration ETF
April 27, 2015.
I. Introduction
On October 21, 2014, NYSE Arca, Inc. (``Exchange'') filed with the
Securities and Exchange Commission (``Commission''), pursuant to
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\
and Rule 19b-4 thereunder,\2\ a proposed rule change to reflect certain
changes to the description of the Guggenheim Enhanced Short Duration
ETF (``Fund''), a series of Claymore Exchange-Traded Fund Trust
(``Trust'').\3\ On October 29, 2014, the Exchange filed Amendment No. 1
to the proposed rule change. The proposed rule change, as modified by
Amendment No. 1 thereto, was published for comment in the Federal
Register on November 7, 2014.\4\ The Commission received one comment on
the proposal.\5\ On December 10, 2014, the Commission designated a
longer period within which to approve the proposed rule change,
disapprove the proposed rule change, or institute proceedings to
determine whether to disapprove the proposed rule change.\6\ On
February 3, 2015, the Commission instituted proceedings to determine
whether to approve or disapprove the proposed rule change.\7\ On March
16, 2015, the Exchange filed Amendment No. 2 to the proposed rule
change,\8\ and on March 24, 2015, the Exchange filed Amendment No. 3 to
the
[[Page 24987]]
proposed rule change.\9\ The Commission is publishing this notice to
solicit comments on Amendments Nos. 2 and 3 from interested persons,
and is approving the proposed rule change, as modified by Amendment
Nos. 1, 2, and 3, on an accelerated basis.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ The Commission previously approved the listing and trading
of the shares (``Shares'') of the Fund. See Securities Exchange Act
Release No. 64550 (May 26, 2011), 76 FR 32005 (Jun. 2, 2011) (SR-
NYSEArca-2011-11) (``Prior Order''). See also Securities Exchange
Act Release No. 64224 (Apr. 7, 2011), 76 FR 20401 (Apr. 12, 2011)
(SR-NYSEArca-2011-11) (``Prior Notice,'' and together with the Prior
Order, collectively ``Prior Release''). The Exchange represents that
the Shares are currently listed and trading on the Exchange under
NYSE Arca Equities Rule 8.600, which governs the listing and trading
of Managed Fund Shares.
\4\ See Securities Exchange Act Release No. 73512 (Nov. 3,
2014), 79 FR 66442 (``Notice''). In Amendment No. 1 to the proposed
rule change, the Exchange clarified that asset-backed securities in
which the Fund may invest include collateralized debt obligations,
as described in the Prior Release.
\5\ Comments on the proposed rule change, including Amendment
Nos. 2 and 3, can be found on the Commission's Web site, available
at https://www.sec.gov/comments/sr-nysearca-2014-107/nysearca2014107.shtml.
\6\ See Securities Exchange Act Release No. 73810, 79 FR 74783
(Dec. 16, 2014). The Commission determined that it was appropriate
to designate a longer period within which to take action on the
proposed rule change so that it has sufficient time to consider the
proposed rule change. Accordingly, the Commission designated
February 5, 2015 as the date by which it should approve, disapprove,
or institute proceedings to determine whether to disapprove the
proposed rule change.
\7\ See Securities Exchange Act Release No. 74199, 80 FR 7050
(Feb. 9, 2015) (``Order Instituting Proceedings''). In the Order
Instituting Proceedings, the Commission noted, among other things,
that questions remain as to whether the Exchange's proposal is
consistent with the requirements of Section (6)(b)(5) of the Act,
which requires, among other things, that the rules of a national
securities exchange be designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, and to protect investors and the public
interest and asked questions regarding the liquidity and
transparency of the Fund's proposed holdings in asset-backed
securities.
\8\ In Amendment No. 2, the Exchange: (1) Modified the proposal
to permit the Fund to invest up to 20% of its assets in MBS and ABS
that are privately issued, non-agency, and non-government sponsored
entity, collectively defined as ``Private MBS/ABS'' and (2) made
conforming changes in the proposal to reflect the defined term
``Private MBS/ABS.''
\9\ In Amendment No. 3, the Exchange made additional conforming
changes in the proposal to reflect the defined term ``Private MBS/
ABS,'' the preponderance of which will be investment grade.
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II. The Exchange's Description of the Proposal
The Exchange proposes to reflect certain changes to the measures
that Guggenheim Funds Investment Advisors, LLC (``Adviser'') may use to
implement the Fund's investment objective, which is to seek maximum
current income, consistent with preservation of capital and daily
liquidity.\10\
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\10\ According to the Prior Release, the Fund uses a low
duration strategy to seek to outperform the 1-3 month Treasury Bill
Index, in addition to providing returns in excess of those available
in U.S. Treasury bills, government repurchase agreements, and money
market funds, while providing preservation of capital and daily
liquidity. The Prior Release also stated that the Fund would hold,
under normal circumstances, a diversified portfolio of fixed income
instruments of varying maturities, but that have an average duration
of less than one year.
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First, the Prior Release stated that the Fund may invest up to 10%
of its assets in mortgage-backed securities (``MBS'') or in other
asset-backed securities (``ABS'').\11\ The Exchange proposes to modify
this limitation to permit the Fund to invest up to 20% of its assets in
MBS and ABS that are privately-issued, non-agency, and non-government
sponsored entity (``Private MBS/ABS''). The Exchange notes that the
holdings in Private MBS/ABS would be subject to the respective
limitations on the Fund's investments in illiquid assets and high yield
securities, as described below. According to the Exchange, this change
to the Fund's investment limitations would allow the Adviser to better
achieve the Fund's investment objective to seek maximum current income,
consistent with preservation of capital and daily liquidity. In
addition, the Exchange represents that the Fund's increased investment
in Private MBS/ABS will continue to adhere to the Fund's investment
strategy of investing in short duration, fixed income securities. The
Exchange further notes that, because the Fund may invest no more than
10% of its net assets in high yield securities, the preponderance of
the Fund's investments in Private MBS/ABS will be in investment grade
instruments. Due to the quality of Private MBS/ABS in which the Fund
will invest, the Exchange states that the Fund's additional investments
in Private MBS/ABS should not expose the Fund to additional liquidity
risk.
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\11\ As stated in the Prior Release, this 10% limitation does
not apply to securities issued or guaranteed by federal agencies or
U.S. government sponsored instrumentalities, such as the Government
National Mortgage Administration, the Federal Housing
Administration, the Federal National Mortgage Association, and the
Federal Home Loan Mortgage Corporation.
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Second, the Prior Release stated that the Fund may invest up to an
aggregate amount of 15% of its net assets in: (1) Illiquid securities;
and (2) Rule 144A securities. The Exchange proposes to modify this
limitation and permit the Fund to hold up to an aggregate amount of 15%
of its net assets in illiquid assets (calculated at the time of
investment),\12\ including Rule 144A securities deemed illiquid by the
Adviser, consistent with Commission guidance. According to the
Exchange, the Adviser and the Trust's Board of Trustees will continue
to evaluate each Rule 144A security based on the Fund's valuation
procedures to oversee liquidity and valuation concerns. With respect to
investment in illiquid assets, if changes in the values of the Fund's
assets cause the Fund's holdings of illiquid assets to exceed the 15%
limitation (as if liquid assets have become illiquid), the Fund will
take such actions as it deems appropriate and practicable to attempt to
reduce its holdings of illiquid assets.
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\12\ In reaching liquidity decisions, the Adviser may consider
the following factors: The frequency of trades and quotes for the
security; the number of dealers wishing to purchase or sell the
security and the number of other potential purchasers; dealer
undertakings to make a market in the security; and the nature of the
security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers,
and the mechanics of transfer).
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Third, the Prior Release stated that the Fund primarily will invest
in U.S. dollar-denominated, investment grade debt securities rated Baa
or higher by Moody's Investors Service, Inc. (``Moody's''), or
equivalently rated by Standard & Poor's Rating Group (``S&P'') or Fitch
Investor Services (``Fitch''), or, if unrated, determined by the
Adviser to be of comparable quality. The Exchange proposes to modify
this representation, as described above, to a representation that the
Fund primarily will invest in U.S. dollar-denominated, investment grade
debt securities rated Baa3 or higher by Moody's,\13\ or equivalently
rated by S&P, Fitch, or by any other nationally recognized statistical
rating organizations, or, if unrated, determined by the Adviser to be
of comparable quality.
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\13\ According to the Exchange, ``Baa3'' is the lowest tier
within the ``Baa'' rating.
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Fourth, the Prior Release stated that the Fund will invest at least
80% of its net assets in fixed income securities. The Fund proposes to
modify this statement to permit the Fund to invest at least 80% of its
net assets in fixed income securities and in exchange-traded funds
(``ETFs'') and closed-end funds that invest substantially all of their
assets in fixed income securities.\14\ The Exchange represents that the
shares of these ETFs and closed-end funds will be listed on a U.S.
national securities exchange.
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\14\ According to the Exchange, ETFs include Investment Company
Units (as described in NYSE Arca Equities Rule 5.2(j)(3)); Portfolio
Depositary Receipts (as described in NYSE Arca Equities Rule 8.100);
and Managed Fund Shares (as described in NYSE Arca Equities Rule
8.600). The Fund will invest in the securities of ETFs registered
under the Investment Company Act of 1940 (``1940 Act'') consistent
with the requirements of Section 12(d)(1) of the 1940 Act, or any
rule, regulation or order of the Commission or interpretation
thereof.
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The Exchange represents that there is no change to the Fund's
investment objective, and that the Fund will continue to comply with
all initial and continued listing requirements under NYSE Arca Equities
Rule 8.600. In addition, the Exchange represents that, except for the
changes noted above, all other facts presented and representations made
in the Prior Release remain unchanged.\15\
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\15\ The Prior Release also stated that the Fund is considered
non-diversified under the 1940 Act and can invest a greater portion
of assets in securities of individual issuers than a diversified
fund. According to the Exchange, Trust changed this representation
in an amendment to the Trust's registration statement to state that
the Fund is considered a diversified fund. To reflect this change in
the registration statement, the Exchange's current proposed rule
change states that the Fund is considered a diversified fund.
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Additional information regarding the Trust, Fund, and the Shares,
including investment strategies, risks, creation and redemption
procedures, fees, portfolio holdings disclosure policies, trading
halts, dissemination and availability of information, distributions,
and taxes can be found in the Prior Release, Notice, as modified by
Amendment Nos. 1, 2, and 3, and the registration statement, as
applicable.\16\
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\16\ See supra notes 3 and 4; see also Notice, supra note 4, at
66443 n.6 (referring to the registration statement on Form N-1A
relating to the Fund (File Nos. 333-134551 and 811-21906)).
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III. Discussion and Commission's Findings
After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of Section 6 of the Act \17\
and the rules and
[[Page 24988]]
regulations thereunder applicable to a national securities
exchange.\18\ In particular, the Commission finds that the proposal is
consistent with Section 6(b)(5) of the Act,\19\ which requires, among
other things, that the Exchange's rules be designed to promote just and
equitable principles of trade, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest.
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\17\ 15 U.S.C. 78f.
\18\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\19\ 15 U.S.C. 78f(b)(5).
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The Commission believes that the changes proposed by the Exchange
with respect to the Fund are consistent with the listing standards
applicable to other existing ETFs. Specifically, the Commission notes
that, with respect to proposals to list and trade other Managed Fund
Shares on the Exchange, it has previously approved similar limitations
on MBS and ABS holdings and on illiquid assets.\20\ The Commission also
notes that it has previously approved the listing and trading of other
series of Managed Fund Shares based on portfolios comprising fixed
income securities of any credit rating, including investment grade
securities rated Baa3 or higher,\21\ and shares of other ETFs and
exchange-traded closed-end funds.\22\
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\20\ See, e.g., Securities Exchange Act Release Nos. 74109 (Jan.
21, 2015), 80 FR 4327 (Jan. 27, 2015) (SR-NYSEArca-2014-134)
(providing for similar limitations on MBS and ABS with respect to
the IQ Wilshire Alternative Strategies ETF); and 70282 (Aug. 29,
2013), 78 FR 54700 (Sept. 5, 2013) (providing for similar
limitations on illiquid assets with respect to the First Trust
Inflation Managed Fund).
\21\ See, e.g., Securities Exchange Act Release Nos. 74093 (Jan.
20, 2015), 80 FR 4015 (Jan. 26, 2015) (SR-NYSEArca-2014-126)
(approving the listing and trading of shares of the AdvisorShares
Pacific Asset Enhanced Floating Rate ETF based on a portfolio of
non-investment grade fixed income securities defined as being rated
below ``Baa3,'' among other investments); and 71617 (Feb. 26, 2014),
79 FR 12257 (Mar. 4, 2014) (SR-NYSEArca-2013-135) (approving the
listing and trading of shares of the db-X Ultra-Short Duration Fund
based on a portfolio of investment grade fixed income securities
defined as being rated ``Baa3'' or higher, among other investments).
\22\ See, e.g., Securities Exchange Act Release No. 67277 (Jun.
27, 2012), 80 FR 4327 (July 3, 2012) (SR-NYSEArca-2012-39)
(approving the listing and trading of shares of the Global Alpha &
Beta ETF based on a portfolio of other exchange-traded products that
include other ETFs and closed-end funds, among other investments).
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In support of its proposal, the Exchange has made the following
representations:
(1) The Fund and the Shares are currently in compliance with the
listing standards and other rules of the Exchange and the requirements
set forth in the Prior Release.
(2) The Fund will continue to comply with all initial and continued
listing requirements under NYSE Arca Equities Rule 8.600, which sets
forth the initial and continued listing criteria applicable to Managed
Fund Shares.
(3) There is no change to the Fund's investment objective.
(4) Except for the changes noted above, all other facts presented
and representations made in the Prior Release remain unchanged.
This approval order is based on all of the Exchange's
representations, including those set forth above; in the Notice, as
modified by Amendment No. 1 thereto; in Amendment Nos. 2 and 3 to the
proposed rule change; and in the Prior Release.
For the foregoing reasons, the Commission finds that the proposed
rule change, as modified by Amendment Nos. 1, 2, and 3, is consistent
with Section 6(b)(5) of the Act \23\ and the rules and regulations
thereunder applicable to a national securities exchange.
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\23\ 17 CFR 240.10A-3.
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IV. Solicitation of Comments on Amendment Nos. 2 and 3 to the Proposed
Rule Change
Interested persons are invited to submit written data, views, and
arguments concerning whether Amendment Nos. 2 and 3 to the proposed
rule change are consistent with the Act. Comments may be submitted by
any of the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NYSEArca-2014-107 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEArca-2014-107. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSEArca-2014-107 and should
be submitted on or before May 22, 2015.
V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment Nos. 1, 2, and 3
The Commission finds good cause to approve the proposed rule
change, as modified by Amendment Nos. 1, 2, and 3, prior to the
thirtieth day after the date of publication of notice of the amendments
in the Federal Register. Amendment Nos. 2 and 3 modify the proposed
rule change by permitting the Fund to invest up to 20% of its assets in
Private MBS/ABS. The Commission believes that the proposed rule change
is consistent with the permitted allocation of such MBS and ABS
holdings with respect to other issues of Managed Fund Shares previously
approved by the Commission for Exchange listing and trading.\24\
Accordingly, the Commission finds good cause, pursuant to Section
19(b)(2) of the Act,\25\ to approve the proposed rule change, as
modified by Amendment Nos. 1, 2, and 3, on an accelerated basis.
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\24\ See supra note 20 and accompanying text.
\25\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\26\ that the proposed rule change (SR-NYSEArca-2014-107), as
modified by Amendment Nos. 1, 2, and 3, be, and it hereby is, approved
on an accelerated basis.
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\26\ 15 U.S.C. 78s(b)(2).
[[Page 24989]]
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For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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\27\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-10160 Filed 4-30-15; 8:45 am]
BILLING CODE 8011-01-P
