Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1, Proposing To List and Trade Shares of Fidelity® Corporate Bond ETF Managed Shares Under NYSE Arca Equities Rule 8.600, 25923-25933 [2014-10360]

Download as PDF Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.15 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–10280 Filed 5–5–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change [Release No. 34–72068; File No. SR– NYSEArca–2014–47] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1, Proposing To List and Trade Shares of Fidelity® Corporate Bond ETF Managed Shares Under NYSE Arca Equities Rule 8.600 May 1, 2014. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that, on April 16, 2014, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. On April 30, 2014, the Exchange filed Amendment No. 1 to the proposed rule change, which amended and replaced the proposed rule change in its entirety.3 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 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 following under NYSE Arca Equities Rule 8.600 (‘‘Managed Fund Shares’’): Fidelity® Corporate Bond ETF. The text of the proposed rule change is available on the Exchange’s Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. sroberts on DSK5SPTVN1PROD with NOTICES 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, 15 17 CFR 200.30–3(a)(12). U.S.C.78s(b)(1). 2 17 CFR 240.19b–4. 3 See infra note 7. 1 15 VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 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. 1. Purpose The Exchange proposes to list and trade the shares (‘‘Shares’’) of the following under NYSE Arca Equities Rule 8.600, which governs the listing and trading of Managed Fund Shares: 4 Fidelity Corporate Bond ETF (the ‘‘Fund’’).5 The Fund will be a fund of Fidelity Merrimack Street Trust (‘‘Trust’’), a Massachusetts business trust.6 Fidelity Management & Research Company (‘‘FMR’’) will be the Fund’s manager (‘‘Manager’’). Fidelity 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 the listing and trading on the Exchange of other 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); 60981 (November 10, 2009), 74 FR 59594 (November 18, 2009) (SR– NYSEArca–2009–79) (order approving Exchange listing and trading of five fixed income funds of the PIMCO ETF Trust); 66321 (February 3, 2012), 77 FR 6850 (February 9, 2012) (SR–NYSEArca–2011–95) (order approving Exchange listing and trading of PIMCO Total Return ETF); 66670 (March 28, 2012), 77 FR 20087 (April 3, 2012) (SR–NYSEArca–2012– 09) (order approving Exchange listing and trading of PIMCO Global Advantage Inflation-Linked Bond Strategy Fund). 6 The Trust is registered under the 1940 Act. On April 17, 2014, the Trust filed with the Commission an amendment to its registration statement on Form N–1A under the Securities Act of 1933 (15 U.S.C. 77a) (‘‘1933 Act’’) and the 1940 Act relating to the Fund (File Nos. 333–186372 and 811–22796) (‘‘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 the 1940 Act. See Investment Company Act Release No. 30513 (May 10, 2013) (‘‘Exemptive Order’’) (File No. 812–14104). PO 00000 Frm 00110 Fmt 4703 Sfmt 4703 25923 Investments Money Management, Inc. (‘‘FIMM’’) and other investment advisers, as described below, will serve as sub-advisers for the Fund (‘‘SubAdvisers’’). FIMM will have day-to-day responsibility for choosing investments for the Fund. FIMM is an affiliate of FMR. Other investment advisers, which also are affiliates of FMR, will assist FMR with foreign investments, including Fidelity Management & Research (U.K.) Inc. (‘‘FMR U.K.’’), Fidelity Management & Research (Hong Kong) Limited (‘‘FMR H.K.’’), and Fidelity Management & Research (Japan) Inc. (‘‘FMR Japan’’). Fidelity Distributors Corporation (‘‘FDC’’) will be the distributor for the Fund’s Shares.7 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 will erect a ‘‘fire wall’’ between the investment adviser and the brokerdealer with respect to access to information concerning the composition and/or changes to such investment company portfolio.8 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. The Manager and the Sub-Advisers are not broker-dealers but are affiliated with one or more broker-dealers and have implemented a fire wall with respect to 7 This Amendment No. 1 to SR–NYSEArca–2014– 47 replaces SR–NYSEArca–2014–47 as originally filed and supersedes such filing in its entirety. 8 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 Manager and the Sub-Advisers, 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. E:\FR\FM\06MYN1.SGM 06MYN1 25924 Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices such broker-dealers regarding access to information concerning the composition and/or changes to the Fund’s portfolio, and will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding the Fund’s portfolio. In the event (a) the Manager or any of the Sub-Advisers become registered as a broker-dealer or become 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, they will implement a fire wall with respect to their 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. Fidelity Corporate Bond ETF According to the Registration Statement, the Fund will seek a high level of current income. According to the Registration Statement, FMR normally 9 will invest at least 80% of assets in investmentgrade corporate bonds and other corporate debt securities.10 According to the Registration Statement, corporate debt securities are bonds and other debt securities issued by corporations and other business structures. According to the Manager, corporate debt securities include loans 11, loan participations and loan sroberts on DSK5SPTVN1PROD with NOTICES 9 The term ‘‘normally’’ as used herein includes, but is not limited to, the absence of adverse market, economic, political or other conditions, including extreme volatility or trading halts in the fixed income markets or the financial markets generally; operational issues causing dissemination of inaccurate market information; or force majeure type events such as systems failure, natural or manmade disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance. According to the Registration Statement, however, the Fund reserves the right to invest without limitation in investmentgrade money market or short-term debt instruments for temporary, defensive purposes. 10 According to the Registration Statement, investment-grade debt securities include all types of debt instruments, including corporate debt securities, that are of medium and high-quality. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a nationally recognized statistical rating organization (‘‘NRSRO’’) with the Commission (for example, Moody’s Investors Service, Inc.), or is unrated but considered to be of equivalent quality by the Fund’s Manager or SubAdvisers. 11 According to the Registration Statement, the Fund may acquire loans by buying an assignment of all or a portion of the loan from a lender or by purchasing a loan participation from a lender or other purchaser of a participation. VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 assignments, structured securities,12 repurchase agreements with corporate counterparties,13 and other securities believed to have corporate debt-like characteristics, including hybrid securities,14 which may offer characteristics similar to those of a bond security such as stated maturity and preference over equity in bankruptcy. According to the Registration Statement, the Fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, or shares of short-term bond exchanged- traded funds registered under the 1940 Act (‘‘ETFs’’) 15 or mutual funds or money market funds, including Fidelity central funds (special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients).16 FMR will use the Barclays® U.S. Credit Bond Index (‘‘Index’’) as a guide in structuring the Fund and selecting its investments. FMR will manage the Fund to have similar overall interest rate risk to the Index. According to the Registration Statement, FMR also may invest the Fund’s assets in debt securities of foreign issuers in addition to securities of domestic issuers. In selecting foreign securities, FMR’s analysis also will 12 According to the Registration Statement, structured securities (also called ‘‘structured notes’’) are derivative debt securities, the interest rate on or principal of which is determined by an unrelated indicator. According to the Registration Statement, the Fund may invest in ‘‘indexed securities’’, which are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial indicators. 13 According to the Registration Statement, a repurchase agreement is an agreement to buy a security at one price and a simultaneous agreement to sell it back at an agreed-upon price. The Fund may engage in repurchase agreement transactions with parties whose creditworthiness has been reviewed and found satisfactory by the Manager. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase agreements collateralized by equity securities, non-investmentgrade debt, and all other instruments in which the Fund can perfect a security interest, provided the repurchase agreement counterparty has an investment-grade rating. 14 According to the Manager, a hybrid security generally combines both debt and equity characteristics. A common type of hybrid security is a convertible bond that has features of a debt security, until a certain date or triggering event, at which point the security may be converted into an equity security. A hybrid security may also be a warrant, convertible security, certificate of deposit or other evidence of indebtedness. 15 For purposes of this filing, ETFs, which will be listed on a national securities exchange, include the following: 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). 16 According to the Manager, it is currently expected that the Fund will only invest in central funds that are money market funds. PO 00000 Frm 00111 Fmt 4703 Sfmt 4703 consider the credit, currency, and economic risks associated with the security and the country of its issuer. FMR may also consider an issuer’s potential for success in light of its current financial condition, its industry position, and economic and market conditions. According to the Registration Statement, in buying and selling securities for the Fund, FMR analyzes the credit quality of the issuer, securityspecific features, current valuation relative to alternatives in the market, short-term trading opportunities resulting from market inefficiencies, and potential future valuation. In managing the Fund’s exposure to various risks, including interest rate risk, FMR will consider, among other things, the market’s overall risk characteristics, the market’s current pricing of those risks, information on the Fund’s competitive universe and internal views of potential future market conditions. Other Investments While FMR normally will invest at least 80% of assets of the Fund in investment-grade corporate bonds and other corporate debt securities, as described above, FMR may invest up to 20% of the Fund’s assets in other securities and financial instruments, as summarized below.17 In addition to corporate debt securities, the debt securities in which the Fund may invest are U.S. Government securities;18 repurchase agreements 19 and reverse repurchase agreements;20 mortgage and other asset17 The Fund’s holdings of investment grade corporate bonds and other corporate debt securities are generally expected to be U.S. dollar denominated. 18 According to the Manager, U.S. Government securities are high-quality securities issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of the U.S. Government. U.S. Government securities may be backed by the full faith and credit of the U.S. Treasury, the right to borrow from the U.S. Treasury, or the agency or instrumentality issuing or guaranteeing the security. Certain issuers of U.S. Government securities, including the Federal National Mortgage Association (‘‘Fannie Mae’’), the Federal Home Loan Mortgage Corporation (‘‘Freddie Mac’’), and the Federal Home Loan Banks, are sponsored or chartered by Congress but their securities are neither issued nor guaranteed by the U.S. Treasury. U.S. Government securities include mortgage and other asset-backed securities. 19 According to the Manager, in addition to the investment-grade repurchase agreements with corporate counterparties described above, the Fund may invest in repurchase agreements collateralized by U.S. Government securities as well as repurchase agreements collateralized by equity securities, noninvestment-grade debt, and all other instruments in which the Fund can perfect a security interest, with repurchase agreement counterparties that do not have an investment-grade rating. 20 In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or E:\FR\FM\06MYN1.SGM 06MYN1 Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices sroberts on DSK5SPTVN1PROD with NOTICES backed securities;21 loans; loan participations and loan assignments and other evidences of indebtedness, including letters of credit, revolving credit facilities and other standby financing commitments;22 structured securities; stripped securities;23 municipal securities; sovereign debt obligations;24 obligations of broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. According to the Registration Statement, the Fund will enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the Manager. 21 According to the Registration Statement, assetbacked securities represent interests in pools of mortgages, loans, receivables, or other assets. The Fund’s investments in asset backed securities may include investments in private label residential mortgage backed securities (‘‘RMBS’’). The Fund may invest in privately issued asset-backed securities. According to the Manager, the Fund may invest up to 20% of its total assets in mortgagebacked securities or in other asset-backed securities, although this 20% limitation will not apply to U.S. Government securities. According to the Registration Statement, the Fund may invest in mortgage securities, which are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations (or ‘‘CMOs’’), make payments of both principal and interest at a range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties. Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by the full faith and credit of the U.S. Government. According to the Registration Statement, to earn additional income for the Fund, FMR may use a trading strategy that involves selling (or buying) mortgage securities and simultaneously agreeing to purchase (or sell) mortgage securities on a later date at a set price. 22 According to the Manager, in addition to the loans, loan participations and loan assignments described in corporate debt securities above, the Fund may invest in loans, loan participations and loan assignments that do not have an investmentgrade rating. 23 According to the Registration Statement, the Fund may invest in stripped securities, which are the separate income or principal components of a debt security. Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual securities. 24 According to the Manager, sovereign debt obligations are issued or guaranteed by foreign governments or their agencies, including debt of developing countries. Sovereign debt may be in the form of conventional securities or other types of VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 international agencies or supranational entities; and other securities believed to have debt-like characteristics, including hybrid securities,25 which may offer characteristics similar to those of a bond security such as stated maturity and preference over equity in bankruptcy (collectively, and including corporate debt securities, ‘‘Debt Securities’’).26 According to the Registration Statement, the Fund may invest in securities of other investment companies, including shares of ETFs registered under the 1940 Act, closedend investment companies (which include business development companies), unit investment trusts, and open-end investment companies. In addition, the Fund may invest in other exchange-traded products (‘‘ETPs’’) such as commodity pools, or other entities that are traded on an exchange.27 It is anticipated that the Fund’s investments in other ETFs and ETPs will generally be limited to fixed income ETFs and ETPs. According to the Registration Statement, the Fund may invest in inverse ETFs (also called ‘‘short ETFs’’ or ‘‘bear ETFs’’), shares of which are expected to increase in value as the value of the underlying benchmark decreases. According to the Registration Statement, the Fund also may invest in leveraged ETFs, which seek to deliver multiples or inverse multiples of the performance of an index or other benchmark they track and use derivatives in an effort to amplify the returns of the underlying index or benchmark. debt instruments such as loans or loan participations. 25 See, supra note 14. 26 According to the Manager, Debt Securities may be fixed, variable or floating rate securities. Variable rate securities provide for a specific periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a change in a designated benchmark rate or the issuer’s credit quality, sometimes subject to a cap or floor on such rate. Some variable or floating rate securities are structured with put features that permit holders to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries. In addition, Debt Securities may include zero coupon bonds, which do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face value when they mature. Investments in Debt Securities may have a leveraging effect on the Fund. 27 For purposes of this filing, ETPs, which will be listed on a national securities exchange, include Trust Issued Receipts (as described in NYSE Arca Equities Rule 8.200); Commodity-Based Trust Shares (as described in NYSE Arca Equities Rule 8.201); Currency Trust Shares (as described in NYSE Arca Equities Rule 8.202); Commodity Index Trust Shares (as described in NYSE Arca Equities Rule 8.203); and Trust Units (as described in NYSE Arca Equities Rule 8.500). PO 00000 Frm 00112 Fmt 4703 Sfmt 4703 25925 According to the Registration Statement, the Fund may invest in exchange traded notes (‘‘ETNs’’), which are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines aspects of both bonds and ETFs.28 It is anticipated that the Fund’s investments in other ETNs will generally be limited to fixed income ETNs. An ETN’s returns are based on the performance of a market index or other reference asset minus fees and expenses. The Fund may invest in leveraged ETNs. According to the Registration Statement, the Fund may invest in American Depositary Receipts (‘‘ADRs’’) as well as other ‘‘hybrid’’ forms of ADRs, including European Depositary Receipts (‘‘EDRs’’) and Global Depositary Receipts (‘‘GDRs’’), which are certificates evidencing ownership of shares of a foreign issuer.29 These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer’s home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. According to the Registration Statement, FMR may make investments in derivatives,30 regardless of whether the Fund may own the asset, instrument, or components of the index underlying the derivative, as applicable,(e.g., a swap based on the Barclays U.S. Credit Bond Index), and 28 ETNs, which will be listed on a national securities exchange, are securities such as those described in NYSE Arca Equities Rule 5.2(j)(6). 29 The Fund will invest only in ADRs, EDRs and GDRs that are traded on an exchange that is a member of the Intermarket Surveillance Group (‘‘ISG’’) or with which the Exchange has in place a comprehensive surveillance sharing agreement. See, infra note 58. 30 According to the Registration Statement, derivatives are investments whose values are tied to an underlying asset, instrument, currency or index. The derivatives in which the Fund may invest are futures (both long and short positions), options (including options on futures and swaps), forwards, and swaps (including interest rate swaps (exchanging a floating rate for a fixed rate)), total return swaps (exchanging a floating rate for the total return of an index, security, or other instrument or investment) and credit default swaps (buying or selling credit default protection). Investments in derivatives may have a leveraging effect on the Fund. E:\FR\FM\06MYN1.SGM 06MYN1 25926 Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices sroberts on DSK5SPTVN1PROD with NOTICES forward-settling securities.31 The Fund’s derivative investments may be on corporate debt securities, Debt Securities, interest rates, currencies, and related indexes. Depending on FMR’s outlook and market conditions, FMR may engage in these transactions to increase or decrease the Fund’s exposure to changing security prices, interest rates, credit qualities, or other factors that affect security values, or to gain or reduce exposure to an asset, instrument, or index. According to the Registration Statement, the Fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering into forward contracts to purchase or sell foreign currencies). Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate on a specific date or range of dates in the future. Forward contracts are generally traded in an interbank market directly between currency traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange. According to the Registration Statement, the Fund may utilize certain currency management strategies involving forward contracts, as described below. The Fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for the same purposes. Forward contracts not calling for physical delivery of the underlying instrument will be settled through cash payments rather than through delivery of the underlying currency. According to the Registration Statement, forward contracts may be used as a ‘‘settlement hedge’’ or ‘‘transaction hedge’’ designed to protect the Fund against an adverse change in foreign currency values between the date a security denominated in a foreign currency is purchased or sold and the date on which payment is made or received. Entering into a forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a 31 According to the Registration Statement, forward-settling securities involve a commitment to purchase or sell specific securities when issued, or at a predetermined price or yield. When a fund does not already own or have the right to obtain securities equivalent in kind and amount, a commitment to sell securities is equivalent to a short sale. Payment and delivery take place after the customary settlement period. VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 fixed amount of U.S. dollars ‘‘locks in’’ the U.S. dollar price of the security. Forward contracts to purchase or sell a foreign currency may also be used to protect the Fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet been selected. According to the Registration Statement, the Fund may also use forward contracts to hedge against a decline in the value of existing investments denominated in a foreign currency. The Fund also may enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a ‘‘crosshedge’’, will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased, much as if the Fund had sold a security denominated in one currency and purchased an equivalent security denominated in another.32 According to the Registration Statement, the Fund may invest in options and futures relating to foreign currencies. Currency futures contracts are similar to forward currency exchange contracts, except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency. As described in the Registration Statement, the Fund may invest in exchange-listed futures.33 The 32 According to the Registration Statement, the Fund may cross-hedge its U.S. dollar exposure in order to achieve a representative weighted mix of the major currencies in its benchmark index and/ or to cover an underweight country or region exposure in its portfolio. Cross-hedges protect against losses resulting from a decline in the hedged currency, but will cause the Fund to assume the risk of fluctuations in the value of the currency it purchases. 33 According to the Registration Statement, in purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into the PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 exchange-listed futures contracts in which the Fund may invest will have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, commodities or commodities indexes, or indexes of securities prices or rates. According to the Registration Statement, the Fund may invest in U.S. exchange-traded as well as over-thecounter (‘‘OTC’’) options.34 Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of OTC options generally are established through negotiation with the other party to the option contract. The OTC options in which the Fund may invest will have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of securities or commodities prices, and futures contracts (including commodity futures contracts). According to the Registration Statement, the Fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps.35 An option on a swap gives a party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing contract at a specific date in the future in exchange for a premium. As described in the Registration Statement, the Fund may hold swap agreements, a portion of which holdings may consist of cleared swaps.36 The contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based on commodities or commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices (including foreign indexes for funds that seek foreign exposure) or rates. In addition, some currently available futures contracts are based on Eurodollars. Positions in Eurodollar futures reflect market expectations of forward levels of three-month London Interbank Offered Rate (LIBOR) rates. 34 Not more than 10% of the net assets of the Fund in the aggregate shall consist of futures contracts or exchange-traded options contracts whose principal market is not a member of ISG or is a market with which the Exchange does not have a comprehensive surveillance sharing agreement. 35 According to the Manager, the Fund may also enter into options on credit default swaps, credit default index swaps or interest rate swaps. Options on credit default swaps or credit default index swaps can be used to hedge the credit risk of the Fund. An option on an interest rate swap can be used to hedge the interest risk of the Fund. 36 According to the Registration Statement, swap agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are transacted through futures commission merchants (FCMs) that are members of central clearinghouses with the clearinghouse serving as a central counterparty similar to transactions in futures contracts. In a standard ‘‘swap’’ transaction, two parties agree to exchange one or more payments based, for example, on the returns (or differentials E:\FR\FM\06MYN1.SGM 06MYN1 Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices sroberts on DSK5SPTVN1PROD with NOTICES Fund may enter into, among other things, interest rate swaps (where the parties exchange a floating rate for a fixed rate),37 asset swaps (e.g., where parties combine the purchase or sale of a bond with an interest rate swap), total return swaps, and credit default swaps. According to the Registration Statement, a total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the market value of the assets underlying such contract (which can include a security or other instrument, commodity, index or baskets thereof) during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to an interest rate and/or some other agreedupon amount (including the change in market value of other underlying assets). In total return swaps, the underlying asset, referred to as the reference asset, is usually a benchmark (e.g., Barclays CMBS Index), asset class or designated security. The Fund may use total return swaps to gain exposure to an asset without owning it or taking physical custody of it. According to the Registration Statement, in a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference entity or underlying asset.38 in rates of return) earned or realized on particular predetermined investments or instruments (such as securities, commodities, indexes, or other financial or economic interests). The underlier of a cleared swap will depend on the product being cleared. For a cleared interest rate swap, as with previously uncleared interest rate swaps, the underlier will be a designated interest rate indicator. According to the Registration Statement, to limit the counterparty risk involved in swap agreements, the Fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness. 37 According to the Manager, an interest rate swap is a swap where one stream of future interest payments is exchanged for another based on a specified principal amount. Interest rate swaps often provide for the exchange of fixed rate payments for floating rate payments linked to a specified floating interest rate (most often the LIBOR) plus/minus a spread. Interest rate swaps can be used to limit or manage exposure to fluctuations in interest rates, or to obtain a marginally lower interest rate on a debt issuance hedged by the interest rate swap than it would have been able to get without the swap. 38 A credit default index swap is similar to a credit default swap, but is a transaction on an index of single name entities. Again, the buyer of a credit VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 According to the Registration Statement, the Fund may invest in lower-quality Debt Securities. Lowerquality Debt Securities include all types of debt instruments, including debt securities of foreign issuers, that have poor protection with respect to the payment of interest and repayment of principal, or may be in default. According to the Registration Statement, the Fund may invest in preferred securities.39 Preferred securities may take the form of preferred stock and represent an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. The Fund’s investments in preferred securities generally are not expected to be exchange-listed. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. As described in the Registration Statement, the Fund may invest in real estate investment trusts (‘‘REITS’’). According to the Manager, the Fund may invest in exchange-listed and nonexchange-listed REITs. According to the Registration Statement, the Fund may invest in restricted securities, which are subject to legal restrictions on their sale. Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the 1933 Act, or in a registered public offering. According to the Registration Statement, the Fund may engage in transactions with financial institutions that are, or may be considered to be, ‘‘affiliated persons’’ of the Fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term borrowings. In accordance with exemptive orders issued by the Commission, the Fund’s Board of Trustees has established and default index swap receives credit protection on each name in the index and the seller of the swap takes on the risk of the creditworthiness of each name in the index. The buying or selling of protection on an index is an efficient way to adjust the overall exposure to a specific sector or subset of a sector rather than buying many single name credit default swaps to achieve a similar effect. 39 According to the Manager, the Fund may invest in exchange-listed and non-exchange-listed preferred securities. PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 25927 periodically reviews procedures applicable to transactions involving affiliated financial institutions. Limitations on Investments The Fund may hold up to an aggregate amount of 15% of its net assets in illiquid assets (calculated at the time of investment), including Rule 144A securities deemed illiquid by the Manager or Sub-Advisers.40 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.41 40 According to the Registration Statement, the Fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued. For purposes of the Fund’s illiquid assets limitation discussed above, if through a change in values, net assets, or other circumstances, the Fund were in a position where more than 10% of its net assets were invested in illiquid assets, it would consider appropriate steps to protect liquidity. According to the Registration Statement, various factors may be considered in determining the liquidity of the Fund’s investments, including: (1) The frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security). 41 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 E:\FR\FM\06MYN1.SGM Continued 06MYN1 25928 Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices sroberts on DSK5SPTVN1PROD with NOTICES According to the Registration Statement, the Fund may not with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer.42 According to the Registration Statement, the Fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry.43 According to the Registration Statement, the Trust, on behalf of the Fund, will file with the National Futures Association a notice claiming an exclusion from the definition of the term ‘‘commodity pool operator’’ (‘‘CPO’’) under the Commodity Exchange Act,44 as amended, and the rules of the Commodity Futures Trading Commission (‘‘CFTC’’) promulgated thereunder, with respect to the Fund’s operation. Accordingly, neither the Fund nor its Manager will be subject to registration or regulation as a commodity pool or a CPO. However, the CFTC has adopted certain rule amendments that significantly affect the continued availability of this exclusion, and may subject advisers to funds to regulation by the CFTC. The Manager currently does not expect to register as a CPO of the Fund. However, there is no 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). 42 The diversification standard is set forth in Section 5(b)(1) of the 1940 Act. 43 See Form N–1A, Item 9. The Commission has taken the position that a fund is concentrated if it invests more than 25% of the value of its total assets in any one industry. See, e.g., Investment Company Act Release No. 9011 (October 30, 1975), 40 FR 54241 (November 21, 1975). According to the Registration Statement, for purposes of the Fund’s concentration limitation discussed above, with respect to any investment in repurchase agreements collateralized by U.S. Government securities, FMR will look through to the U.S. Government securities. For purposes of the Fund’s concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party classification provider used by FMR does not assign a classification. 44 7 U.S.C. 1. VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 certainty that the Fund or its SubAdvisers will be able to rely on an exclusion in the future as the Fund’s investments change over time. The Fund may determine not to use investment strategies that trigger additional CFTC regulation or may determine to operate subject to CFTC regulation, if applicable. Any foreign equity securities in which the Fund may invest will be limited to securities that trade in markets that are members of the Intermarket Surveillance Group (‘‘ISG’’), which includes all U.S. national securities exchanges and certain foreign exchanges, or are parties to a comprehensive surveillance sharing agreement with the Exchange.45 According to the Registration Statement, the Fund intends to qualify annually and to elect to be treated as a regulated investment company (‘‘RIC’’) under the Internal Revenue Code.46 Net Asset Value According to the Registration Statement, the Fund’s net asset value (‘‘NAV’’) will be the value of a single Share. The NAV of the Fund will be computed by adding the value of the Fund’s investments, cash, and other assets, subtracting its liabilities, and dividing the result by the number of Shares outstanding. The value of the Fund’s Shares bought and sold in the secondary market will be driven by market price. The price of these Shares, like the price of all traded securities, will be subject to factors such as supply and demand, as well as the current value of the portfolio securities held by the Fund. Secondary market Shares, available for purchase or sale on an intraday basis, do not have a fixed relationship either to the previous day’s NAV or to the current day’s NAV. Prices in the secondary market, therefore, may be below, at, or above the most recently calculated NAV of such Shares. According to the Registration Statement, the Fund’s Board of Trustees has delegated day-to-day valuation oversight responsibilities to FMR. FMR has established the FMR Fair Value Committee (‘‘FMR Committee’’) to fulfill these oversight responsibilities. Generally, portfolio securities and assets held by the Fund will be valued as follows: In computing the Fund’s NAV, the Fund’s Debt Securities (including defaulted debt,47 but excluding 45 See, infra ‘‘Surveillance’’. The Fund does not currently intend to invest in foreign equity securities. 46 26 U.S.C. 851. 47 According to the Manager, when a bond defaults and goes into bankruptcy, a market often PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 exchange-traded convertible securities), restricted securities, OTC-traded REITs; OTC-traded preferred securities; and forward-settling securities (collectively, ‘‘OTC-Traded Securities’’) will be valued based on price quotations obtained from a broker-dealer who makes markets in such securities or other equivalent indications of value provided by a third-party pricing service. Any such third-party pricing service may use a variety of methodologies to value some or all such securities to determine the market price. For example, the prices of securities with characteristics similar to those held by the Fund may be used to assist with the pricing process. In addition, the pricing service may use proprietary pricing models. The Fund’s OTC-Traded Securities will generally be valued at bid prices. In certain cases, some of the Fund’s OTC-Traded Securities may be valued at the mean between the last available bid and ask prices.48 Debt securities with remaining maturities of sixty days or less for which market quotations and information furnished by a third party pricing service are not readily available will be valued at amortized cost, which approximates current value. Exchange traded equity securities, including ETFs, ETPs, ETNs, ADRs, EDRs, and GDRs, as well as exchangetraded REITs, exchange-traded preferred securities, and exchange-traded convertible securities, will be valued at market value, which will generally be determined using the last reported official closing or last trading price on the exchange or market on which the security is primarily traded at the time of valuation or, if no sale has occurred, at the last quoted bid price on the primary market or exchange on which they are traded. Investment company securities (other than ETFs), including money market funds, central funds, closed end investment companies, unit investment trusts and open-end investment companies will be valued at NAV. Exchange-traded futures contracts will be valued at the settlement or closing price determined by the applicable exchange. Exchange-traded option contracts, including options on futures and swaps, will be valued at their most recent sale continues to exist for the bond (normally at a steep discount to its face value). Buyers typically value the defaulted bond based on expected restructuring outcomes or liquidation distributions. Market quotations provided by broker-dealers or pricing services reflect these market indicators. 48 For example, foreign bonds for which a current bid price is not available will be valued at the mean between the last available bid and ask prices. E:\FR\FM\06MYN1.SGM 06MYN1 sroberts on DSK5SPTVN1PROD with NOTICES Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices price. If no such sales are reported, these contracts will be valued at their most recent bid price. In certain cases, some of the Fund’s exchange-traded derivative securities may be valued at the mean between the last available bid and ask prices. OTC-traded derivative instruments, including options, swaps, forwards and currency-related derivatives, will normally be valued on the basis of quotes obtained from a third party broker-dealer who makes markets in such securities or on the basis of quotes obtained from an independent thirdparty pricing service. The Fund’s OTCtraded derivative instruments will generally be valued at bid prices. Certain OTC-traded derivative instruments, such as interest rate swaps and credit default swaps, are valued at the mean price. Prices described above will be obtained from pricing services that have been approved by the Fund’s Board of Trustees. A number of independent third party pricing services are available and the Fund may use more than one of these services. The Fund may also discontinue the use of any pricing service at any time. FMR will engage in oversight activities with respect to the Fund’s pricing services, which includes, among other things, testing the prices provided by pricing services prior to calculation of the Fund’s NAV, conducting periodic due diligence meetings, and periodically reviewing the methodologies and inputs used by these services. Foreign securities and instruments will be valued in their local currency following the methodologies described above. Foreign securities, instruments and currencies will be translated to U.S. dollars, based on foreign currency exchange rate quotations supplied by a pricing service as of the close of the New York Stock Exchange (‘‘NYSE’’), which will use a proprietary model to determine the exchange rate. Forward foreign currency exchange contracts will be valued at an interpolated rate based on days to maturity between the closest preceding and subsequent settlement period. Such interpolated rates are derived from foreign currency exchange rate quotations reported by an independent third-party pricing service. Other portfolio securities and assets for which market quotations, official closing prices, or information furnished by a pricing service are not readily available or, in the opinion of the FMR Committee, are deemed unreliable will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies. VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 For example, if, in the opinion of the FMR Committee, a security’s value has been materially affected by events occurring before the Fund’s pricing time but after the close of the exchange or market on which the security is principally traded, that security will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies. In fair valuing a security, the FMR Committee may consider factors including price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers, and off-exchange institutional trading. Creation and Redemption of Shares According to the Registration Statement, the Fund will issue and redeem Shares on a continuous basis at NAV per Share in aggregations of a specified number of Shares called ‘‘Creation Units.’’ Creation Units generally will be issued in exchange for portfolio securities and/or cash. Shares trade in the secondary market at market prices that may differ from the Shares’ NAV. Shares are not individually redeemable, but are redeemable only in Creation Unit aggregations, and in exchange for portfolio securities and/or cash. A Creation Unit of the Fund will consist of a block of 50,000 shares, which is subject to change. Shareholders who are not ‘‘Authorized Participants’’ (as defined below) will not be able to purchase or redeem Shares directly with or from the Fund. Purchases and redemptions of Creation Units may be made in whole or in part on a cash basis, rather than inkind, under the circumstances set forth in the Exemptive Order. The Trust will issue and redeem Shares of the Fund only in Creation Units on a continuous basis through FDC, without a sales load, at its NAV next determined after receipt, on any business day, of an order in proper form. To be eligible to place orders to purchase a Creation Unit of the Fund, an entity must be an Authorized Participant, which is either (i) a ‘‘Participating Party,’’ i.e., broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation (‘‘NSCC’’), a clearing agency that is registered with the Commission (the ‘‘Clearing Process’’); or (ii) a Depository Trust Company (‘‘DTC’’) participant, and, in each case, must have executed an agreement with FDC, with respect to creations and redemptions of Creation Units (‘‘Participant Agreement’’). All Shares of the Fund, however created, will be entered on the records of DTC PO 00000 Frm 00116 Fmt 4703 Sfmt 4703 25929 in the name of Cede & Co. for the account of a DTC participant. The consideration for purchase of a Creation Unit generally will consist of an in-kind deposit of a designated portfolio of securities (‘‘Deposit Securities’’) together with a deposit of a specified cash payment (‘‘Cash Component’’) computed as described herein. Alternatively, the Fund may issue and redeem Creation Units in exchange for a specified all-cash payment (‘‘Cash Deposit’’). Together, the Deposit Securities and the Cash Component or, alternatively, the Cash Deposit, will constitute the ‘‘Portfolio Deposit,’’ which represents the minimum initial and subsequent investment amount for a Creation Unit. In the event the Fund requires Deposit Securities and a Cash Component in consideration for purchasing a Creation Unit, 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. A fixed transaction fee is applicable to each purchase of Creation Units, and an additional variable transaction fee may apply under certain circumstances.49 The Fund will make available through the NSCC on each business day, prior to the opening of trading on the NYSE (currently 9:30 a.m. Eastern time), the list of the names and the required number of shares of each Deposit Security and the amount of the Cash Component (or Cash Deposit) to be included in the current Portfolio Deposit (based on information at the end of the previous business day) for the Fund. Such Portfolio Deposit will be applicable, subject to any adjustments as described below, in order to effect purchases of Creation Units until such time as the next-announced Portfolio Deposit composition is made available. Shares may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by the Fund through the transfer agent and only on a business day through an Authorized Participant that has entered into a Participant Agreement. FMR, through 49 An additional variable transaction charge will be imposed for purchases effected outside the Clearing Process, which would include purchases of Creation Units for cash and in-kind purchases where the investor is allowed to substitute cash in lieu of depositing a portion of the Deposit Securities. E:\FR\FM\06MYN1.SGM 06MYN1 25930 Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices sroberts on DSK5SPTVN1PROD with NOTICES NSCC, will make available immediately prior to the opening of trading on NYSE (currently 9:30 a.m. Eastern time) on each business day, the identity of the basket of securities (‘‘Fund Securities’’) that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day. All orders to purchase Creation Units of the Fund must be received by FDC or its agent no later than the closing time of regular trading hours on the NYSE (ordinarily 4:00 p.m. Eastern time), or one hour prior to the closing time (ordinarily 3:00 p.m. Eastern time) in the case of nonconforming orders,50 in each case on the date such order is placed in order for the creation of Creation Units to be effected based on the NAV of Shares of the Fund as next determined on such date after receipt of the order in proper form. The redemption proceeds for a Creation Unit generally will consist of an in-kind transfer Fund Securities—as announced by the Fund on the business day of the request for redemption received in proper form—plus cash in an amount equal to the difference between the NAV of the Shares being redeemed, as next determined after a receipt of the request in proper form, and the value of the Fund Securities (‘‘Cash Redemption Amount’’), less a redemption transaction fee and any applicable variable fee. In the event that the Fund Securities have a value greater than the NAV of the Shares being redeemed, a compensating cash payment to the Fund equal to the differential plus the applicable redemption transaction fee is required to be made by or through an Authorized Participant by the redeeming shareholder. Notwithstanding the foregoing, the Fund will substitute a cash-in-lieu amount to replace any Fund Security that is a non-deliverable instrument. Non-deliverable instruments will be part of the Cash Component. An order to redeem Creation Units will be deemed received by the Fund on 50 A nonconforming order may be placed by an Authorized Participant in the event that the Fund permits the substitution of an amount of cash to be added to the Cash Component to replace any Deposit Security. The Fund reserves the right to permit the substitution of an amount of cash (i.e., a cash in lieu amount) to replace any Deposit Security which may, among other reasons, not be available in sufficient quantity for delivery, not be eligible for transfer through the systems of DTC, the Federal Reserve System or the clearing process, not be permitted to be re-registered in the name of the Trust as a result of an in-kind purchase order pursuant to local law or market convention, restricted under the securities laws or which may not be eligible for trading by an Authorized Participant or the investor for which it is acting. VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 the transmittal date if such order is received in proper form by the transfer agent not later than 4:00 p.m. Eastern time (or one hour prior to the closing time (ordinarily 3:00 p.m. Eastern time) for nonconforming orders) on such transmittal date and other applicable requirements are met. 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 NYSE is closed (other than customary weekend and holiday closings); (ii) for any period during which trading on the NYSE is suspended or restricted; (iii) for any period during which an emergency exists as a result of which disposal of the shares or determination of the Fund’s NAV is not reasonably practicable; or (iv) in such other circumstances as is permitted by the Commission. Availability of Information The Trust’s Web site (www.fidelity.com), which will be publicly available, will include a form of the prospectus for the Fund that may be downloaded. The Trust’s Web site will include additional quantitative information updated on a daily basis, including, on a per Share basis for the Fund, the prior business day’s NAV and the market closing price or, if that is unavailable, the mid-point of the bid/ ask spread at the time of calculation of such NAV (the ‘‘Bid/Ask Price’’),51 and a calculation of the premium or discount of the market closing price, or if that is unavailable, the Bid/Ask Price against the NAV. On each business day, before commencement of trading in Shares in the ‘‘Core Trading Session’’ (9:30 a.m. Eastern time to 4:00 p.m. Eastern time) on the Exchange, the Fund will disclose on the Trust’s 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.52 On a daily basis, the Fund will disclose for each portfolio security and other financial instrument of the Fund the following information: ticker symbol (if applicable), name of security or financial instrument, number of shares 51 The Bid/Ask Price of the Fund’s Shares will be determined using the mid-point of the highest bid and the lowest offer on the Exchange as of the time of calculation of the Fund’s NAV. The records relating to Bid/Ask Prices will be retained by the Fund and its service providers. 52 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. PO 00000 Frm 00117 Fmt 4703 Sfmt 4703 (if applicable) and dollar value of each of the securities and 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. Investors can also obtain the Trust’s Statement of Additional Information (‘‘SAI’’), the Fund’s Shareholder Reports, and its 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 and underlying equity securities that are U.S. exchange listed, including ETFs, ETPs, ETNs, and ADRs and exchange-traded REITs, exchangetraded preferred securities, and exchange-traded convertible securities will be available via the Consolidated Tape Association (‘‘CTA’’) high speed line. Quotation and last sale information for such U.S. exchange-listed securities, as well as futures will be available from the exchange on which they are listed. Quotation and last sale information for exchange-listed options will be available via the Options Price Reporting Authority. Quotation information for OTCTraded Securities, OTC-traded derivative securities (such as options, swaps, forwards and currency-related derivatives), and investment company securities (excluding ETFs), may be obtained from brokers and dealers who make markets in such securities or through nationally recognized pricing services through subscription agreements. The U.S. dollar value of foreign securities, instruments and currencies can be derived by using foreign currency exchange rate quotations obtained from nationally recognized pricing services. In addition, the Portfolio Indicative Value, as defined in NYSE Arca Equities Rule 8.600 (c)(3), will be widely disseminated by one or more major market data vendors at least every 15 seconds during the Core Trading E:\FR\FM\06MYN1.SGM 06MYN1 Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices Session.53 The dissemination of the Portfolio Indicative Value, together with the Disclosed Portfolio, will allow investors to determine the approximate value of the underlying portfolio of the Fund on a daily basis and will provide a close estimate of that value throughout the trading day. sroberts on DSK5SPTVN1PROD with NOTICES 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.54 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 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. under the Act, as provided by NYSE Arca Equities Rule 5.3. A minimum of 100,000 Shares will be outstanding at the commencement of trading on the Exchange. The Exchange will obtain a representation from the issuer of the Shares that the NAV per Share will be calculated daily and that the NAV and the Disclosed Portfolio will be made available to all market participants at the same time. 56 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 55 Surveillance The Exchange represents that trading in the Shares will be subject to the existing trading surveillances, administered by the Financial Industry Regulatory Authority (‘‘FINRA’’) on behalf of the Exchange, which are designed to detect violations of Exchange rules and applicable federal securities laws.57 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. 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. FINRA, on behalf of the Exchange, will communicate as needed regarding trading in the Shares and underlying exchange-traded options, futures, exchange-traded equity securities (including ADRs, EDRs and GDRs), and other exchange-traded instruments with other markets and other entities that are members of the ISG, and FINRA, on behalf of the Exchange, may obtain trading information regarding trading in the Shares and underlying exchangetraded options, futures, exchange-traded equity securities (including ADRs, EDRs and GDRs), and other exchange-traded instruments from such markets and other entities. In addition, the Exchange may obtain information regarding trading in the Shares and underlying exchange-traded options, futures, exchange-traded equity securities (including ADRs, EDRs and GDRs), and other exchange-traded instruments from 53 Currently, it is the Exchange’s understanding that several major market data vendors display and/ or make widely available Portfolio Indicative Values taken from the CTA or other data feeds. 54 See NYSE Arca Equities Rule 7.12. 55 17 CFR 240.10A–3. 56 The term ‘‘Disclosed Portfolio’’ is defined in NYSE Arca Equities Rule 8.600(c)(2). 57 FINRA surveils trading on the Exchange pursuant to a regulatory services agreement. The Exchange is responsible for FINRA’s performance under this regulatory services agreement. VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 PO 00000 Frm 00118 Fmt 4703 Sfmt 4703 25931 markets and other entities that are members of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement.58 In addition, FINRA, on behalf of the Exchange, is able to access, as needed, trade information for certain fixed income securities held by the Fund reported to FINRA’s Trade Reporting and Compliance Engine (‘‘TRACE’’). Not more than 10% of the net assets of the Fund in the aggregate shall consist of futures contracts or exchangetraded options contracts whose principal market is not a member of 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. 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 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 58 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. E:\FR\FM\06MYN1.SGM 06MYN1 25932 Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices sroberts on DSK5SPTVN1PROD with NOTICES 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) 59 that an exchange have rules that are designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to, and perfect the mechanism of a free and open market and, in general, to protect investors and the public interest. 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 federal securities laws applicable to trading on the Exchange. FINRA, on behalf of the Exchange, will communicate as needed regarding trading in the Shares and underlying exchange-traded options, futures, exchange-traded equity securities (including ADRs, EDRs and GDRs), and other exchange-traded instruments with other markets and other entities that are members of the ISG, and FINRA, on behalf of the Exchange, may obtain trading information regarding trading in the Shares and underlying exchangetraded options, futures, exchange-traded equity securities (including ADRs, EDRs and GDRs), and other exchange-traded instruments from such markets and other entities. In addition, the Exchange may obtain information regarding trading in the Shares and underlying exchange-traded options, futures, exchange-traded equity securities (including ADRs, EDRs and GDRs), and other exchange-traded instruments from markets and other entities that are members of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. In addition, FINRA, on behalf of the Exchange, is able to access, as needed, trade information for certain fixed income securities held by the Fund reported to FINRA’s TRACE. FMR normally will invest at least 80% of assets in investment-grade corporate bonds and other corporate debt securities. The Manager and the Sub-Advisers are affiliated with one or more broker-dealers and have 59 15 U.S.C. 78f(b)(5). VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 implemented a fire wall with respect to such broker-dealers regarding access to information concerning the composition and/or changes to the Fund’s portfolio, and will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding the portfolio. The Fund may hold up to an aggregate amount of 15% of its net assets in illiquid assets (calculated at the time of investment), including Rule 144A securities deemed illiquid by the Manager or Sub-Adviser. Any foreign equity securities in which the Fund may invest will be limited to securities that trade in markets that are members of the ISG or parties to a comprehensive surveillance sharing agreement. The Fund will invest only in ADRs, EDRs and GDRs that are traded on an exchange that is a member 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 shall consist of futures contracts or exchange-traded options contracts whose principal market is not a member of ISG or is a market with which the Exchange does not have a comprehensive surveillance sharing agreement. 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 will be publicly available regarding the Fund and the Shares, thereby promoting market transparency. Quotation and last sale information for the Shares and underlying securities that are U.S. exchange listed, including ETFs, ETPs, ETNs, ADRs, EDRs, GDRs, exchangetraded REITs, exchange-traded preferred securities, and exchange-traded convertible securities, will be available via the CTA high speed line. Quotation and last sale information for such U.S. exchange-listed securities as well as futures will be available from the exchange on which they are listed. Quotation and last sale information for exchange-listed options will be available via the Options Price Reporting Authority. Quotation information from brokers and dealers or pricing services will be available for Debt Securities; restricted securities; OTC-traded REITs; OTC-traded preferred securities; OTC-traded PO 00000 Frm 00119 Fmt 4703 Sfmt 4703 derivative securities, including options, swaps, and currency-related derivatives; forwards; and investment company securities (other than ETFs). Moreover, the Portfolio Indicative Value will be widely disseminated by one or more major market data vendors at least every 15 seconds during the Exchange’s Core Trading Session. On each business day, before commencement of trading in Shares in the Core Trading Session on the Exchange, the Fund will disclose on the Trust’s Web site the Disclosed Portfolio that will form the basis for the Fund’s calculation of NAV at the end of the business day. The Trust’s Web site 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. In addition, as noted above, investors will have ready access to information regarding the Fund’s holdings, the Portfolio Indicative Value, 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 activelymanaged 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 Portfolio Indicative Value, the Disclosed Portfolio, and quotation and last sale information for the Shares. E:\FR\FM\06MYN1.SGM 06MYN1 Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Notices 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 another actively-managed exchangetraded product that will enhance competition among market participants, to the benefit of investors and the marketplace. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others 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 within such longer period up to 90 days after publication (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change, or (B) Institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: sroberts on DSK5SPTVN1PROD with NOTICES 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–2014–47 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-2014–47. This file number should be included on the subject line if email is used. To help the Commission process and review your VerDate Mar<15>2010 17:34 May 05, 2014 Jkt 232001 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-2014–47, and should be submitted on or before May 27, 2014. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.60 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–10360 Filed 5–5–14; 8:45 am] BILLING CODE 8011–01–P [Release No. 34–72050; File No. SR– NYSEARCA–2014–48] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Adding New Paragraphs (j) and (k) to Rule 7.10, Entitled ‘‘Clearly Erroneous Executions April 30, 2014. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on April 21, 2014, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and 60 17 CFR 200.30–3(a)(12). U.S.C.78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 Frm 00120 Fmt 4703 III below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to add new paragraphs (j) and (k) to Rule 7.10, entitled ‘‘Clearly Erroneous Executions.’’ The text of the proposed rule change is available on the Exchange’s Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose SECURITIES AND EXCHANGE COMMISSION PO 00000 25933 Sfmt 4703 The purpose of this filing is to add new paragraph (j) to Rule 7.10 to provide the Exchange with authority to nullify transactions that were effected based on the same fundamentally incorrect or grossly misinterpreted issuance information even if such transactions occur over a period of several days, as further described below. An example of fundamentally incorrect and grossly misinterpreted issuance information that led to a severe valuation error is included below for illustrative purposes. The Exchange also proposes to add new paragraph (k) to Rule 7.10 to make clear that in the event of any disruption or malfunction in the operation of the electronic communications and trading facilities of the Exchange, another market center or responsible single plan processor in connection with the transmittal or receipt of a regulatory trading halt, suspension or pause (hereafter generally referred to as a ‘‘trading halt’’ for ease of reference), the E:\FR\FM\06MYN1.SGM 06MYN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 79, Number 87 (Tuesday, May 6, 2014)]
[Notices]
[Pages 25923-25933]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-10360]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72068; File No. SR-NYSEArca-2014-47]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change, as Modified by Amendment No. 1, Proposing To 
List and Trade Shares of Fidelity[supreg] Corporate Bond ETF Managed 
Shares Under NYSE Arca Equities Rule 8.600

May 1, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on April 16, 2014, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. On April 30, 2014, the Exchange filed Amendment No. 1 to 
the proposed rule change, which amended and replaced the proposed rule 
change in its entirety.\3\ The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See infra note 7.
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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 following 
under NYSE Arca Equities Rule 8.600 (``Managed Fund Shares''): 
Fidelity[supreg] Corporate Bond ETF. The text of the proposed rule 
change is available on the Exchange's Web site at www.nyse.com, at the 
principal office of the Exchange, and at the Commission's Public 
Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade the shares (``Shares'') of 
the following under NYSE Arca Equities Rule 8.600, which governs the 
listing and trading of Managed Fund Shares: \4\ Fidelity Corporate Bond 
ETF (the ``Fund'').\5\ The Fund will be a fund of Fidelity Merrimack 
Street Trust (``Trust''), a Massachusetts business trust.\6\
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    \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 the listing and 
trading on the Exchange of other 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); 60981 (November 10, 2009), 74 FR 
59594 (November 18, 2009) (SR-NYSEArca-2009-79) (order approving 
Exchange listing and trading of five fixed income funds of the PIMCO 
ETF Trust); 66321 (February 3, 2012), 77 FR 6850 (February 9, 2012) 
(SR-NYSEArca-2011-95) (order approving Exchange listing and trading 
of PIMCO Total Return ETF); 66670 (March 28, 2012), 77 FR 20087 
(April 3, 2012) (SR-NYSEArca-2012-09) (order approving Exchange 
listing and trading of PIMCO Global Advantage Inflation-Linked Bond 
Strategy Fund).
    \6\ The Trust is registered under the 1940 Act. On April 17, 
2014, the Trust filed with the Commission an amendment to its 
registration statement on Form N-1A under the Securities Act of 1933 
(15 U.S.C. 77a) (``1933 Act'') and the 1940 Act relating to the Fund 
(File Nos. 333-186372 and 811-22796) (``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 the 1940 Act. See Investment Company Act Release No. 
30513 (May 10, 2013) (``Exemptive Order'') (File No. 812-14104).
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    Fidelity Management & Research Company (``FMR'') will be the Fund's 
manager (``Manager''). Fidelity Investments Money Management, Inc. 
(``FIMM'') and other investment advisers, as described below, will 
serve as sub-advisers for the Fund (``Sub-Advisers''). FIMM will have 
day-to-day responsibility for choosing investments for the Fund. FIMM 
is an affiliate of FMR. Other investment advisers, which also are 
affiliates of FMR, will assist FMR with foreign investments, including 
Fidelity Management & Research (U.K.) Inc. (``FMR U.K.''), Fidelity 
Management & Research (Hong Kong) Limited (``FMR H.K.''), and Fidelity 
Management & Research (Japan) Inc. (``FMR Japan''). Fidelity 
Distributors Corporation (``FDC'') will be the distributor for the 
Fund's Shares.\7\
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    \7\ This Amendment No. 1 to SR-NYSEArca-2014-47 replaces SR-
NYSEArca-2014-47 as originally filed and supersedes such filing in 
its entirety.
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    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 will 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.\8\ 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. The Manager and 
the Sub-Advisers are not broker-dealers but are affiliated with one or 
more broker-dealers and have implemented a fire wall with respect to

[[Page 25924]]

such broker-dealers regarding access to information concerning the 
composition and/or changes to the Fund's portfolio, and will be subject 
to procedures designed to prevent the use and dissemination of material 
non-public information regarding the Fund's portfolio.
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    \8\ 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 Manager and the Sub-Advisers, 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.
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    In the event (a) the Manager or any of the Sub-Advisers become 
registered as a broker-dealer or become 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, they will implement 
a fire wall with respect to their 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.
Fidelity Corporate Bond ETF
    According to the Registration Statement, the Fund will seek a high 
level of current income.
    According to the Registration Statement, FMR normally \9\ will 
invest at least 80% of assets in investment-grade corporate bonds and 
other corporate debt securities.\10\
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    \9\ The term ``normally'' as used herein includes, but is not 
limited to, the absence of adverse market, economic, political or 
other conditions, including extreme volatility or trading halts in 
the fixed income markets or the financial markets generally; 
operational issues causing dissemination of inaccurate market 
information; or force majeure type events such as systems failure, 
natural or man-made disaster, act of God, armed conflict, act of 
terrorism, riot or labor disruption or any similar intervening 
circumstance. According to the Registration Statement, however, the 
Fund reserves the right to invest without limitation in investment-
grade money market or short-term debt instruments for temporary, 
defensive purposes.
    \10\ According to the Registration Statement, investment-grade 
debt securities include all types of debt instruments, including 
corporate debt securities, that are of medium and high-quality. An 
investment-grade rating means the security or issuer is rated 
investment-grade by a credit rating agency registered as a 
nationally recognized statistical rating organization (``NRSRO'') 
with the Commission (for example, Moody's Investors Service, Inc.), 
or is unrated but considered to be of equivalent quality by the 
Fund's Manager or Sub-Advisers.
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    According to the Registration Statement, corporate debt securities 
are bonds and other debt securities issued by corporations and other 
business structures. According to the Manager, corporate debt 
securities include loans \11\, loan participations and loan 
assignments, structured securities,\12\ repurchase agreements with 
corporate counterparties,\13\ and other securities believed to have 
corporate debt-like characteristics, including hybrid securities,\14\ 
which may offer characteristics similar to those of a bond security 
such as stated maturity and preference over equity in bankruptcy. 
According to the Registration Statement, the Fund may hold uninvested 
cash or may invest it in cash equivalents such as money market 
securities, or shares of short-term bond exchanged- traded funds 
registered under the 1940 Act (``ETFs'') \15\ or mutual funds or money 
market funds, including Fidelity central funds (special types of 
investment vehicles created by Fidelity for use by the Fidelity funds 
and other advisory clients).\16\
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    \11\ According to the Registration Statement, the Fund may 
acquire loans by buying an assignment of all or a portion of the 
loan from a lender or by purchasing a loan participation from a 
lender or other purchaser of a participation.
    \12\ According to the Registration Statement, structured 
securities (also called ``structured notes'') are derivative debt 
securities, the interest rate on or principal of which is determined 
by an unrelated indicator. According to the Registration Statement, 
the Fund may invest in ``indexed securities'', which are instruments 
whose prices are indexed to the prices of other securities, 
securities indexes, or other financial indicators.
    \13\ According to the Registration Statement, a repurchase 
agreement is an agreement to buy a security at one price and a 
simultaneous agreement to sell it back at an agreed-upon price. The 
Fund may engage in repurchase agreement transactions with parties 
whose creditworthiness has been reviewed and found satisfactory by 
the Manager. Investment-grade debt securities include repurchase 
agreements collateralized by U.S. Government securities as well as 
repurchase agreements collateralized by equity securities, non-
investment-grade debt, and all other instruments in which the Fund 
can perfect a security interest, provided the repurchase agreement 
counterparty has an investment-grade rating.
    \14\ According to the Manager, a hybrid security generally 
combines both debt and equity characteristics. A common type of 
hybrid security is a convertible bond that has features of a debt 
security, until a certain date or triggering event, at which point 
the security may be converted into an equity security. A hybrid 
security may also be a warrant, convertible security, certificate of 
deposit or other evidence of indebtedness.
    \15\ For purposes of this filing, ETFs, which will be listed on 
a national securities exchange, include the following: 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).
    \16\ According to the Manager, it is currently expected that the 
Fund will only invest in central funds that are money market funds.
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    FMR will use the Barclays[supreg] U.S. Credit Bond Index 
(``Index'') as a guide in structuring the Fund and selecting its 
investments. FMR will manage the Fund to have similar overall interest 
rate risk to the Index.
    According to the Registration Statement, FMR also may invest the 
Fund's assets in debt securities of foreign issuers in addition to 
securities of domestic issuers. In selecting foreign securities, FMR's 
analysis also will consider the credit, currency, and economic risks 
associated with the security and the country of its issuer. FMR may 
also consider an issuer's potential for success in light of its current 
financial condition, its industry position, and economic and market 
conditions.
    According to the Registration Statement, in buying and selling 
securities for the Fund, FMR analyzes the credit quality of the issuer, 
security-specific features, current valuation relative to alternatives 
in the market, short-term trading opportunities resulting from market 
inefficiencies, and potential future valuation. In managing the Fund's 
exposure to various risks, including interest rate risk, FMR will 
consider, among other things, the market's overall risk 
characteristics, the market's current pricing of those risks, 
information on the Fund's competitive universe and internal views of 
potential future market conditions.
Other Investments
    While FMR normally will invest at least 80% of assets of the Fund 
in investment-grade corporate bonds and other corporate debt 
securities, as described above, FMR may invest up to 20% of the Fund's 
assets in other securities and financial instruments, as summarized 
below.\17\
---------------------------------------------------------------------------

    \17\ The Fund's holdings of investment grade corporate bonds and 
other corporate debt securities are generally expected to be U.S. 
dollar denominated.
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    In addition to corporate debt securities, the debt securities in 
which the Fund may invest are U.S. Government securities;\18\ 
repurchase agreements \19\ and reverse repurchase agreements;\20\ 
mortgage and other asset-

[[Page 25925]]

backed securities;\21\ loans; loan participations and loan assignments 
and other evidences of indebtedness, including letters of credit, 
revolving credit facilities and other standby financing 
commitments;\22\ structured securities; stripped securities;\23\ 
municipal securities; sovereign debt obligations;\24\ obligations of 
international agencies or supranational entities; and other securities 
believed to have debt-like characteristics, including hybrid 
securities,\25\ which may offer characteristics similar to those of a 
bond security such as stated maturity and preference over equity in 
bankruptcy (collectively, and including corporate debt securities, 
``Debt Securities'').\26\
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    \18\ According to the Manager, U.S. Government securities are 
high-quality securities issued or guaranteed by the U.S. Treasury or 
by an agency or instrumentality of the U.S. Government. U.S. 
Government securities may be backed by the full faith and credit of 
the U.S. Treasury, the right to borrow from the U.S. Treasury, or 
the agency or instrumentality issuing or guaranteeing the security. 
Certain issuers of U.S. Government securities, including the Federal 
National Mortgage Association (``Fannie Mae''), the Federal Home 
Loan Mortgage Corporation (``Freddie Mac''), and the Federal Home 
Loan Banks, are sponsored or chartered by Congress but their 
securities are neither issued nor guaranteed by the U.S. Treasury. 
U.S. Government securities include mortgage and other asset-backed 
securities.
    \19\ According to the Manager, in addition to the investment-
grade repurchase agreements with corporate counterparties described 
above, the Fund may invest in repurchase agreements collateralized 
by U.S. Government securities as well as repurchase agreements 
collateralized by equity securities, non-investment-grade debt, and 
all other instruments in which the Fund can perfect a security 
interest, with repurchase agreement counterparties that do not have 
an investment-grade rating.
    \20\ In a reverse repurchase agreement, a fund sells a security 
to another party, such as a bank or broker-dealer, in return for 
cash and agrees to repurchase that security at an agreed-upon price 
and time. According to the Registration Statement, the Fund will 
enter into reverse repurchase agreements with parties whose 
creditworthiness has been reviewed and found satisfactory by the 
Manager.
    \21\ According to the Registration Statement, asset-backed 
securities represent interests in pools of mortgages, loans, 
receivables, or other assets. The Fund's investments in asset backed 
securities may include investments in private label residential 
mortgage backed securities (``RMBS''). The Fund may invest in 
privately issued asset-backed securities. According to the Manager, 
the Fund may invest up to 20% of its total assets in mortgage-backed 
securities or in other asset-backed securities, although this 20% 
limitation will not apply to U.S. Government securities.
    According to the Registration Statement, the Fund may invest in 
mortgage securities, which are issued by government and non-
government entities such as banks, mortgage lenders, or other 
institutions. A mortgage security is an obligation of the issuer 
backed by a mortgage or pool of mortgages or a direct interest in an 
underlying pool of mortgages. Some mortgage securities, such as 
collateralized mortgage obligations (or ``CMOs''), make payments of 
both principal and interest at a range of specified intervals; 
others make semiannual interest payments at a predetermined rate and 
repay principal at maturity (like a typical bond). Mortgage 
securities are based on different types of mortgages, including 
those on commercial real estate or residential properties.
    Fannie Maes and Freddie Macs are pass-through securities issued 
by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie 
Mac, which guarantee payment of interest and repayment of principal 
on Fannie Maes and Freddie Macs, respectively, are federally 
chartered corporations supervised by the U.S. Government that act as 
governmental instrumentalities under authority granted by Congress. 
Fannie Mae and Freddie Mac are authorized to borrow from the U.S. 
Treasury to meet their obligations. Fannie Maes and Freddie Macs are 
not backed by the full faith and credit of the U.S. Government.
    According to the Registration Statement, to earn additional 
income for the Fund, FMR may use a trading strategy that involves 
selling (or buying) mortgage securities and simultaneously agreeing 
to purchase (or sell) mortgage securities on a later date at a set 
price.
    \22\ According to the Manager, in addition to the loans, loan 
participations and loan assignments described in corporate debt 
securities above, the Fund may invest in loans, loan participations 
and loan assignments that do not have an investment-grade rating.
    \23\ According to the Registration Statement, the Fund may 
invest in stripped securities, which are the separate income or 
principal components of a debt security. Stripped mortgage 
securities are created when the interest and principal components of 
a mortgage security are separated and sold as individual securities.
    \24\ According to the Manager, sovereign debt obligations are 
issued or guaranteed by foreign governments or their agencies, 
including debt of developing countries. Sovereign debt may be in the 
form of conventional securities or other types of debt instruments 
such as loans or loan participations.
    \25\ See, supra note 14.
    \26\ According to the Manager, Debt Securities may be fixed, 
variable or floating rate securities. Variable rate securities 
provide for a specific periodic adjustment in the interest rate, 
while floating rate securities have interest rates that change 
whenever there is a change in a designated benchmark rate or the 
issuer's credit quality, sometimes subject to a cap or floor on such 
rate. Some variable or floating rate securities are structured with 
put features that permit holders to demand payment of the unpaid 
principal balance plus accrued interest from the issuers or certain 
financial intermediaries. In addition, Debt Securities may include 
zero coupon bonds, which do not make interest payments; instead, 
they are sold at a discount from their face value and are redeemed 
at face value when they mature. Investments in Debt Securities may 
have a leveraging effect on the Fund.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund may invest in 
securities of other investment companies, including shares of ETFs 
registered under the 1940 Act, closed-end investment companies (which 
include business development companies), unit investment trusts, and 
open-end investment companies. In addition, the Fund may invest in 
other exchange-traded products (``ETPs'') such as commodity pools, or 
other entities that are traded on an exchange.\27\ It is anticipated 
that the Fund's investments in other ETFs and ETPs will generally be 
limited to fixed income ETFs and ETPs.
---------------------------------------------------------------------------

    \27\ For purposes of this filing, ETPs, which will be listed on 
a national securities exchange, include Trust Issued Receipts (as 
described in NYSE Arca Equities Rule 8.200); Commodity-Based Trust 
Shares (as described in NYSE Arca Equities Rule 8.201); Currency 
Trust Shares (as described in NYSE Arca Equities Rule 8.202); 
Commodity Index Trust Shares (as described in NYSE Arca Equities 
Rule 8.203); and Trust Units (as described in NYSE Arca Equities 
Rule 8.500).
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund may invest in 
inverse ETFs (also called ``short ETFs'' or ``bear ETFs''), shares of 
which are expected to increase in value as the value of the underlying 
benchmark decreases.
    According to the Registration Statement, the Fund also may invest 
in leveraged ETFs, which seek to deliver multiples or inverse multiples 
of the performance of an index or other benchmark they track and use 
derivatives in an effort to amplify the returns of the underlying index 
or benchmark.
    According to the Registration Statement, the Fund may invest in 
exchange traded notes (``ETNs''), which are a type of senior, 
unsecured, unsubordinated debt security issued by financial 
institutions that combines aspects of both bonds and ETFs.\28\ It is 
anticipated that the Fund's investments in other ETNs will generally be 
limited to fixed income ETNs. An ETN's returns are based on the 
performance of a market index or other reference asset minus fees and 
expenses. The Fund may invest in leveraged ETNs.
---------------------------------------------------------------------------

    \28\ ETNs, which will be listed on a national securities 
exchange, are securities such as those described in NYSE Arca 
Equities Rule 5.2(j)(6).
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund may invest in 
American Depositary Receipts (``ADRs'') as well as other ``hybrid'' 
forms of ADRs, including European Depositary Receipts (``EDRs'') and 
Global Depositary Receipts (``GDRs''), which are certificates 
evidencing ownership of shares of a foreign issuer.\29\ These 
certificates are issued by depository banks and generally trade on an 
established market in the United States or elsewhere. The underlying 
shares are held in trust by a custodian bank or similar financial 
institution in the issuer's home country. The depository bank may not 
have physical custody of the underlying securities at all times and may 
charge fees for various services, including forwarding dividends and 
interest and corporate actions. ADRs are alternatives to directly 
purchasing the underlying foreign securities in their national markets 
and currencies.
---------------------------------------------------------------------------

    \29\ The Fund will invest only in ADRs, EDRs and GDRs that are 
traded on an exchange that is a member of the Intermarket 
Surveillance Group (``ISG'') or with which the Exchange has in place 
a comprehensive surveillance sharing agreement. See, infra note 58.
---------------------------------------------------------------------------

    According to the Registration Statement, FMR may make investments 
in derivatives,\30\ regardless of whether the Fund may own the asset, 
instrument, or components of the index underlying the derivative, as 
applicable,(e.g., a swap based on the Barclays U.S. Credit Bond Index), 
and

[[Page 25926]]

forward-settling securities.\31\ The Fund's derivative investments may 
be on corporate debt securities, Debt Securities, interest rates, 
currencies, and related indexes. Depending on FMR's outlook and market 
conditions, FMR may engage in these transactions to increase or 
decrease the Fund's exposure to changing security prices, interest 
rates, credit qualities, or other factors that affect security values, 
or to gain or reduce exposure to an asset, instrument, or index.
---------------------------------------------------------------------------

    \30\ According to the Registration Statement, derivatives are 
investments whose values are tied to an underlying asset, 
instrument, currency or index. The derivatives in which the Fund may 
invest are futures (both long and short positions), options 
(including options on futures and swaps), forwards, and swaps 
(including interest rate swaps (exchanging a floating rate for a 
fixed rate)), total return swaps (exchanging a floating rate for the 
total return of an index, security, or other instrument or 
investment) and credit default swaps (buying or selling credit 
default protection). Investments in derivatives may have a 
leveraging effect on the Fund.
    \31\ According to the Registration Statement, forward-settling 
securities involve a commitment to purchase or sell specific 
securities when issued, or at a predetermined price or yield. When a 
fund does not already own or have the right to obtain securities 
equivalent in kind and amount, a commitment to sell securities is 
equivalent to a short sale. Payment and delivery take place after 
the customary settlement period.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund may conduct 
foreign currency transactions on a spot (i.e., cash) or forward basis 
(i.e., by entering into forward contracts to purchase or sell foreign 
currencies). Forward contracts are customized transactions that require 
a specific amount of a currency to be delivered at a specific exchange 
rate on a specific date or range of dates in the future. Forward 
contracts are generally traded in an interbank market directly between 
currency traders (usually large commercial banks) and their customers. 
The parties to a forward contract may agree to offset or terminate the 
contract before its maturity, or may hold the contract to maturity and 
complete the contemplated currency exchange.
    According to the Registration Statement, the Fund may utilize 
certain currency management strategies involving forward contracts, as 
described below. The Fund may also use swap agreements, indexed 
securities, and options and futures contracts relating to foreign 
currencies for the same purposes. Forward contracts not calling for 
physical delivery of the underlying instrument will be settled through 
cash payments rather than through delivery of the underlying currency.
    According to the Registration Statement, forward contracts may be 
used as a ``settlement hedge'' or ``transaction hedge'' designed to 
protect the Fund against an adverse change in foreign currency values 
between the date a security denominated in a foreign currency is 
purchased or sold and the date on which payment is made or received. 
Entering into a forward contract for the purchase or sale of the amount 
of foreign currency involved in an underlying security transaction for 
a fixed amount of U.S. dollars ``locks in'' the U.S. dollar price of 
the security. Forward contracts to purchase or sell a foreign currency 
may also be used to protect the Fund in anticipation of future 
purchases or sales of securities denominated in foreign currency, even 
if the specific investments have not yet been selected.
    According to the Registration Statement, the Fund may also use 
forward contracts to hedge against a decline in the value of existing 
investments denominated in a foreign currency. The Fund also may enter 
into forward contracts to shift its investment exposure from one 
currency into another. This may include shifting exposure from U.S. 
dollars to a foreign currency, or from one foreign currency to another 
foreign currency. This type of strategy, sometimes known as a ``cross-
hedge'', will tend to reduce or eliminate exposure to the currency that 
is sold, and increase exposure to the currency that is purchased, much 
as if the Fund had sold a security denominated in one currency and 
purchased an equivalent security denominated in another.\32\
---------------------------------------------------------------------------

    \32\ According to the Registration Statement, the Fund may 
cross-hedge its U.S. dollar exposure in order to achieve a 
representative weighted mix of the major currencies in its benchmark 
index and/or to cover an underweight country or region exposure in 
its portfolio. Cross-hedges protect against losses resulting from a 
decline in the hedged currency, but will cause the Fund to assume 
the risk of fluctuations in the value of the currency it purchases.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund may invest in 
options and futures relating to foreign currencies. Currency futures 
contracts are similar to forward currency exchange contracts, except 
that they are traded on exchanges (and have margin requirements) and 
are standardized as to contract size and delivery date. Most currency 
futures contracts call for payment or delivery in U.S. dollars. The 
underlying instrument of a currency option may be a foreign currency, 
which generally is purchased or delivered in exchange for U.S. dollars, 
or may be a futures contract. The purchaser of a currency call obtains 
the right to purchase the underlying currency, and the purchaser of a 
currency put obtains the right to sell the underlying currency.
    As described in the Registration Statement, the Fund may invest in 
exchange-listed futures.\33\ The exchange-listed futures contracts in 
which the Fund may invest will have various types of underlying 
instruments, including specific assets or securities, baskets of assets 
or securities, commodities or commodities indexes, or indexes of 
securities prices or rates.
---------------------------------------------------------------------------

    \33\ According to the Registration Statement, in purchasing a 
futures contract, the buyer agrees to purchase a specified 
underlying instrument at a specified future date. In selling a 
futures contract, the seller agrees to sell a specified underlying 
instrument at a specified date. Futures contracts are standardized, 
exchange-traded contracts and the price at which the purchase and 
sale will take place is fixed when the buyer and seller enter into 
the contract. Some currently available futures contracts are based 
on specific securities or baskets of securities, some are based on 
commodities or commodities indexes (for funds that seek commodities 
exposure), and some are based on indexes of securities prices 
(including foreign indexes for funds that seek foreign exposure) or 
rates. In addition, some currently available futures contracts are 
based on Eurodollars. Positions in Eurodollar futures reflect market 
expectations of forward levels of three-month London Interbank 
Offered Rate (LIBOR) rates.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund may invest in 
U.S. exchange-traded as well as over-the-counter (``OTC'') options.\34\ 
Unlike exchange-traded options, which are standardized with respect to 
the underlying instrument, expiration date, contract size, and strike 
price, the terms of OTC options generally are established through 
negotiation with the other party to the option contract. The OTC 
options in which the Fund may invest will have various types of 
underlying instruments, including specific assets or securities, 
baskets of assets or securities, indexes of securities or commodities 
prices, and futures contracts (including commodity futures contracts).
---------------------------------------------------------------------------

    \34\ Not more than 10% of the net assets of the Fund in the 
aggregate shall consist of futures contracts or exchange-traded 
options contracts whose principal market is not a member of ISG or 
is a market with which the Exchange does not have a comprehensive 
surveillance sharing agreement.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund may also buy and 
sell options on swaps (swaptions), which are generally options on 
interest rate swaps.\35\ An option on a swap gives a party the right 
(but not the obligation) to enter into a new swap agreement or to 
extend, shorten, cancel or modify an existing contract at a specific 
date in the future in exchange for a premium.
---------------------------------------------------------------------------

    \35\ According to the Manager, the Fund may also enter into 
options on credit default swaps, credit default index swaps or 
interest rate swaps. Options on credit default swaps or credit 
default index swaps can be used to hedge the credit risk of the 
Fund. An option on an interest rate swap can be used to hedge the 
interest risk of the Fund.
---------------------------------------------------------------------------

    As described in the Registration Statement, the Fund may hold swap 
agreements, a portion of which holdings may consist of cleared 
swaps.\36\ The

[[Page 25927]]

Fund may enter into, among other things, interest rate swaps (where the 
parties exchange a floating rate for a fixed rate),\37\ asset swaps 
(e.g., where parties combine the purchase or sale of a bond with an 
interest rate swap), total return swaps, and credit default swaps.
---------------------------------------------------------------------------

    \36\ According to the Registration Statement, swap agreements 
are two-party contracts entered into primarily by institutional 
investors. Cleared swaps are transacted through futures commission 
merchants (FCMs) that are members of central clearinghouses with the 
clearinghouse serving as a central counterparty similar to 
transactions in futures contracts. In a standard ``swap'' 
transaction, two parties agree to exchange one or more payments 
based, for example, on the returns (or differentials in rates of 
return) earned or realized on particular predetermined investments 
or instruments (such as securities, commodities, indexes, or other 
financial or economic interests). The underlier of a cleared swap 
will depend on the product being cleared. For a cleared interest 
rate swap, as with previously uncleared interest rate swaps, the 
underlier will be a designated interest rate indicator. According to 
the Registration Statement, to limit the counterparty risk involved 
in swap agreements, the Fund will enter into swap agreements only 
with counterparties that meet certain standards of creditworthiness.
    \37\ According to the Manager, an interest rate swap is a swap 
where one stream of future interest payments is exchanged for 
another based on a specified principal amount. Interest rate swaps 
often provide for the exchange of fixed rate payments for floating 
rate payments linked to a specified floating interest rate (most 
often the LIBOR) plus/minus a spread. Interest rate swaps can be 
used to limit or manage exposure to fluctuations in interest rates, 
or to obtain a marginally lower interest rate on a debt issuance 
hedged by the interest rate swap than it would have been able to get 
without the swap.
---------------------------------------------------------------------------

    According to the Registration Statement, a total return swap is a 
contract whereby one party agrees to make a series of payments to 
another party based on the change in the market value of the assets 
underlying such contract (which can include a security or other 
instrument, commodity, index or baskets thereof) during the specified 
period. In exchange, the other party to the contract agrees to make a 
series of payments calculated by reference to an interest rate and/or 
some other agreed-upon amount (including the change in market value of 
other underlying assets). In total return swaps, the underlying asset, 
referred to as the reference asset, is usually a benchmark (e.g., 
Barclays CMBS Index), asset class or designated security. The Fund may 
use total return swaps to gain exposure to an asset without owning it 
or taking physical custody of it.
    According to the Registration Statement, in a credit default swap, 
the credit default protection buyer makes periodic payments, known as 
premiums, to the credit default protection seller. In return the credit 
default protection seller will make a payment to the credit default 
protection buyer upon the occurrence of a specified credit event. A 
credit default swap can refer to a single issuer or asset, a basket of 
issuers or assets or index of assets, each known as the reference 
entity or underlying asset.\38\
---------------------------------------------------------------------------

    \38\ A credit default index swap is similar to a credit default 
swap, but is a transaction on an index of single name entities. 
Again, the buyer of a credit default index swap receives credit 
protection on each name in the index and the seller of the swap 
takes on the risk of the creditworthiness of each name in the index. 
The buying or selling of protection on an index is an efficient way 
to adjust the overall exposure to a specific sector or subset of a 
sector rather than buying many single name credit default swaps to 
achieve a similar effect.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund may invest in 
lower-quality Debt Securities. Lower-quality Debt Securities include 
all types of debt instruments, including debt securities of foreign 
issuers, that have poor protection with respect to the payment of 
interest and repayment of principal, or may be in default.
    According to the Registration Statement, the Fund may invest in 
preferred securities.\39\ Preferred securities may take the form of 
preferred stock and represent an equity or ownership interest in an 
issuer that pays dividends at a specified rate and that has precedence 
over common stock in the payment of dividends. The Fund's investments 
in preferred securities generally are not expected to be exchange-
listed. In the event an issuer is liquidated or declares bankruptcy, 
the claims of owners of bonds take precedence over the claims of those 
who own preferred and common stock.
---------------------------------------------------------------------------

    \39\ According to the Manager, the Fund may invest in exchange-
listed and non-exchange-listed preferred securities.
---------------------------------------------------------------------------

    As described in the Registration Statement, the Fund may invest in 
real estate investment trusts (``REITS''). According to the Manager, 
the Fund may invest in exchange-listed and non-exchange-listed REITs.
    According to the Registration Statement, the Fund may invest in 
restricted securities, which are subject to legal restrictions on their 
sale. Restricted securities generally can be sold in privately 
negotiated transactions, pursuant to an exemption from registration 
under the 1933 Act, or in a registered public offering.
    According to the Registration Statement, the Fund may engage in 
transactions with financial institutions that are, or may be considered 
to be, ``affiliated persons'' of the Fund under the 1940 Act. These 
transactions may involve repurchase agreements with custodian banks; 
short-term obligations of, and repurchase agreements with, the 50 
largest U.S. banks (measured by deposits); municipal securities; U.S. 
Government securities with affiliated financial institutions that are 
primary dealers in these securities; short-term currency transactions; 
and short-term borrowings. In accordance with exemptive orders issued 
by the Commission, the Fund's Board of Trustees has established and 
periodically reviews procedures applicable to transactions involving 
affiliated financial institutions.
Limitations on Investments
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
including Rule 144A securities deemed illiquid by the Manager or Sub-
Advisers.\40\ 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.\41\
---------------------------------------------------------------------------

    \40\ According to the Registration Statement, the Fund does not 
currently intend to purchase any security if, as a result, more than 
10% of its net assets would be invested in securities that are 
deemed to be illiquid because they are subject to legal or 
contractual restrictions on resale or because they cannot be sold or 
disposed of in the ordinary course of business at approximately the 
prices at which they are valued.
    For purposes of the Fund's illiquid assets limitation discussed 
above, if through a change in values, net assets, or other 
circumstances, the Fund were in a position where more than 10% of 
its net assets were invested in illiquid assets, it would consider 
appropriate steps to protect liquidity. According to the 
Registration Statement, various factors may be considered in 
determining the liquidity of the Fund's investments, including: (1) 
The frequency of trades and quotes for the security; (2) the number 
of dealers wishing to purchase or sell the security and the number 
of other potential purchasers; (3) dealer undertakings to make a 
market in the security; and (4) the nature of the security and the 
nature of the marketplace in which it trades (including any demand, 
put or tender features, the mechanics and other requirements for 
transfer, any letters of credit or other credit enhancement 
features, any ratings, the number of holders, the method of 
soliciting offers, the time required to dispose of the security, and 
the ability to assign or offset the rights and obligations of the 
security).
    \41\ 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).

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

[[Page 25928]]

    According to the Registration Statement, the Fund may not with 
respect to 75% of the Fund's total assets, purchase the securities of 
any issuer (other than securities issued or guaranteed by the U.S. 
Government or any of its agencies or instrumentalities, or securities 
of other investment companies) if, as a result, (a) more than 5% of the 
Fund's total assets would be invested in the securities of that issuer, 
or (b) the Fund would hold more than 10% of the outstanding voting 
securities of that issuer.\42\
---------------------------------------------------------------------------

    \42\ The diversification standard is set forth in Section 
5(b)(1) of the 1940 Act.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund may not purchase 
the securities of any issuer (other than securities issued or 
guaranteed by the U.S. Government or any of its agencies or 
instrumentalities) if, as a result, more than 25% of the Fund's total 
assets would be invested in the securities of companies whose principal 
business activities are in the same industry.\43\
---------------------------------------------------------------------------

    \43\ See Form N-1A, Item 9. The Commission has taken the 
position that a fund is concentrated if it invests more than 25% of 
the value of its total assets in any one industry. See, e.g., 
Investment Company Act Release No. 9011 (October 30, 1975), 40 FR 
54241 (November 21, 1975).
    According to the Registration Statement, for purposes of the 
Fund's concentration limitation discussed above, with respect to any 
investment in repurchase agreements collateralized by U.S. 
Government securities, FMR will look through to the U.S. Government 
securities. For purposes of the Fund's concentration limitation 
discussed above, FMR may analyze the characteristics of a particular 
issuer and security and assign an industry or sector classification 
consistent with those characteristics in the event that the third-
party classification provider used by FMR does not assign a 
classification.
---------------------------------------------------------------------------

    According to the Registration Statement, the Trust, on behalf of 
the Fund, will file with the National Futures Association a notice 
claiming an exclusion from the definition of the term ``commodity pool 
operator'' (``CPO'') under the Commodity Exchange Act,\44\ as amended, 
and the rules of the Commodity Futures Trading Commission (``CFTC'') 
promulgated thereunder, with respect to the Fund's operation. 
Accordingly, neither the Fund nor its Manager will be subject to 
registration or regulation as a commodity pool or a CPO. However, the 
CFTC has adopted certain rule amendments that significantly affect the 
continued availability of this exclusion, and may subject advisers to 
funds to regulation by the CFTC. The Manager currently does not expect 
to register as a CPO of the Fund. However, there is no certainty that 
the Fund or its Sub-Advisers will be able to rely on an exclusion in 
the future as the Fund's investments change over time. The Fund may 
determine not to use investment strategies that trigger additional CFTC 
regulation or may determine to operate subject to CFTC regulation, if 
applicable.
---------------------------------------------------------------------------

    \44\ 7 U.S.C. 1.
---------------------------------------------------------------------------

    Any foreign equity securities in which the Fund may invest will be 
limited to securities that trade in markets that are members of the 
Intermarket Surveillance Group (``ISG''), which includes all U.S. 
national securities exchanges and certain foreign exchanges, or are 
parties to a comprehensive surveillance sharing agreement with the 
Exchange.\45\
---------------------------------------------------------------------------

    \45\ See, infra ``Surveillance''. The Fund does not currently 
intend to invest in foreign equity securities.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund intends to 
qualify annually and to elect to be treated as a regulated investment 
company (``RIC'') under the Internal Revenue Code.\46\
---------------------------------------------------------------------------

    \46\ 26 U.S.C. 851.
---------------------------------------------------------------------------

Net Asset Value
    According to the Registration Statement, the Fund's net asset value 
(``NAV'') will be the value of a single Share. The NAV of the Fund will 
be computed by adding the value of the Fund's investments, cash, and 
other assets, subtracting its liabilities, and dividing the result by 
the number of Shares outstanding.
    The value of the Fund's Shares bought and sold in the secondary 
market will be driven by market price. The price of these Shares, like 
the price of all traded securities, will be subject to factors such as 
supply and demand, as well as the current value of the portfolio 
securities held by the Fund. Secondary market Shares, available for 
purchase or sale on an intraday basis, do not have a fixed relationship 
either to the previous day's NAV or to the current day's NAV. Prices in 
the secondary market, therefore, may be below, at, or above the most 
recently calculated NAV of such Shares.
    According to the Registration Statement, the Fund's Board of 
Trustees has delegated day-to-day valuation oversight responsibilities 
to FMR. FMR has established the FMR Fair Value Committee (``FMR 
Committee'') to fulfill these oversight responsibilities.
    Generally, portfolio securities and assets held by the Fund will be 
valued as follows:
    In computing the Fund's NAV, the Fund's Debt Securities (including 
defaulted debt,\47\ but excluding exchange-traded convertible 
securities), restricted securities, OTC-traded REITs; OTC-traded 
preferred securities; and forward-settling securities (collectively, 
``OTC-Traded Securities'') will be valued based on price quotations 
obtained from a broker-dealer who makes markets in such securities or 
other equivalent indications of value provided by a third-party pricing 
service. Any such third-party pricing service may use a variety of 
methodologies to value some or all such securities to determine the 
market price. For example, the prices of securities with 
characteristics similar to those held by the Fund may be used to assist 
with the pricing process. In addition, the pricing service may use 
proprietary pricing models. The Fund's OTC-Traded Securities will 
generally be valued at bid prices. In certain cases, some of the Fund's 
OTC-Traded Securities may be valued at the mean between the last 
available bid and ask prices.\48\
---------------------------------------------------------------------------

    \47\ According to the Manager, when a bond defaults and goes 
into bankruptcy, a market often continues to exist for the bond 
(normally at a steep discount to its face value). Buyers typically 
value the defaulted bond based on expected restructuring outcomes or 
liquidation distributions. Market quotations provided by broker-
dealers or pricing services reflect these market indicators.
    \48\ For example, foreign bonds for which a current bid price is 
not available will be valued at the mean between the last available 
bid and ask prices.
---------------------------------------------------------------------------

    Debt securities with remaining maturities of sixty days or less for 
which market quotations and information furnished by a third party 
pricing service are not readily available will be valued at amortized 
cost, which approximates current value.
    Exchange traded equity securities, including ETFs, ETPs, ETNs, 
ADRs, EDRs, and GDRs, as well as exchange-traded REITs, exchange-traded 
preferred securities, and exchange-traded convertible securities, will 
be valued at market value, which will generally be determined using the 
last reported official closing or last trading price on the exchange or 
market on which the security is primarily traded at the time of 
valuation or, if no sale has occurred, at the last quoted bid price on 
the primary market or exchange on which they are traded.
    Investment company securities (other than ETFs), including money 
market funds, central funds, closed end investment companies, unit 
investment trusts and open-end investment companies will be valued at 
NAV.
    Exchange-traded futures contracts will be valued at the settlement 
or closing price determined by the applicable exchange.
    Exchange-traded option contracts, including options on futures and 
swaps, will be valued at their most recent sale

[[Page 25929]]

price. If no such sales are reported, these contracts will be valued at 
their most recent bid price. In certain cases, some of the Fund's 
exchange-traded derivative securities may be valued at the mean between 
the last available bid and ask prices.
    OTC-traded derivative instruments, including options, swaps, 
forwards and currency-related derivatives, will normally be valued on 
the basis of quotes obtained from a third party broker-dealer who makes 
markets in such securities or on the basis of quotes obtained from an 
independent third-party pricing service. The Fund's OTC-traded 
derivative instruments will generally be valued at bid prices. Certain 
OTC-traded derivative instruments, such as interest rate swaps and 
credit default swaps, are valued at the mean price.
    Prices described above will be obtained from pricing services that 
have been approved by the Fund's Board of Trustees. A number of 
independent third party pricing services are available and the Fund may 
use more than one of these services. The Fund may also discontinue the 
use of any pricing service at any time. FMR will engage in oversight 
activities with respect to the Fund's pricing services, which includes, 
among other things, testing the prices provided by pricing services 
prior to calculation of the Fund's NAV, conducting periodic due 
diligence meetings, and periodically reviewing the methodologies and 
inputs used by these services.
    Foreign securities and instruments will be valued in their local 
currency following the methodologies described above. Foreign 
securities, instruments and currencies will be translated to U.S. 
dollars, based on foreign currency exchange rate quotations supplied by 
a pricing service as of the close of the New York Stock Exchange 
(``NYSE''), which will use a proprietary model to determine the 
exchange rate.
    Forward foreign currency exchange contracts will be valued at an 
interpolated rate based on days to maturity between the closest 
preceding and subsequent settlement period. Such interpolated rates are 
derived from foreign currency exchange rate quotations reported by an 
independent third-party pricing service.
    Other portfolio securities and assets for which market quotations, 
official closing prices, or information furnished by a pricing service 
are not readily available or, in the opinion of the FMR Committee, are 
deemed unreliable will be fair valued in good faith by the FMR 
Committee in accordance with applicable fair value pricing policies. 
For example, if, in the opinion of the FMR Committee, a security's 
value has been materially affected by events occurring before the 
Fund's pricing time but after the close of the exchange or market on 
which the security is principally traded, that security will be fair 
valued in good faith by the FMR Committee in accordance with applicable 
fair value pricing policies.
    In fair valuing a security, the FMR Committee may consider factors 
including price movements in futures contracts and ADRs, market and 
trading trends, the bid/ask quotes of brokers, and off-exchange 
institutional trading.
Creation and Redemption of Shares
    According to the Registration Statement, the Fund will issue and 
redeem Shares on a continuous basis at NAV per Share in aggregations of 
a specified number of Shares called ``Creation Units.'' Creation Units 
generally will be issued in exchange for portfolio securities and/or 
cash. Shares trade in the secondary market at market prices that may 
differ from the Shares' NAV. Shares are not individually redeemable, 
but are redeemable only in Creation Unit aggregations, and in exchange 
for portfolio securities and/or cash. A Creation Unit of the Fund will 
consist of a block of 50,000 shares, which is subject to change. 
Shareholders who are not ``Authorized Participants'' (as defined below) 
will not be able to purchase or redeem Shares directly with or from the 
Fund.
    Purchases and redemptions of Creation Units may be made in whole or 
in part on a cash basis, rather than in-kind, under the circumstances 
set forth in the Exemptive Order.
    The Trust will issue and redeem Shares of the Fund only in Creation 
Units on a continuous basis through FDC, without a sales load, at its 
NAV next determined after receipt, on any business day, of an order in 
proper form. To be eligible to place orders to purchase a Creation Unit 
of the Fund, an entity must be an Authorized Participant, which is 
either (i) a ``Participating Party,'' i.e., broker-dealer or other 
participant in the clearing process through the Continuous Net 
Settlement System of the National Securities Clearing Corporation 
(``NSCC''), a clearing agency that is registered with the Commission 
(the ``Clearing Process''); or (ii) a Depository Trust Company 
(``DTC'') participant, and, in each case, must have executed an 
agreement with FDC, with respect to creations and redemptions of 
Creation Units (``Participant Agreement''). All Shares of the Fund, 
however created, will be entered on the records of DTC in the name of 
Cede & Co. for the account of a DTC participant.
    The consideration for purchase of a Creation Unit generally will 
consist of an in-kind deposit of a designated portfolio of securities 
(``Deposit Securities'') together with a deposit of a specified cash 
payment (``Cash Component'') computed as described herein. 
Alternatively, the Fund may issue and redeem Creation Units in exchange 
for a specified all-cash payment (``Cash Deposit''). Together, the 
Deposit Securities and the Cash Component or, alternatively, the Cash 
Deposit, will constitute the ``Portfolio Deposit,'' which represents 
the minimum initial and subsequent investment amount for a Creation 
Unit. In the event the Fund requires Deposit Securities and a Cash 
Component in consideration for purchasing a Creation Unit, 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. A 
fixed transaction fee is applicable to each purchase of Creation Units, 
and an additional variable transaction fee may apply under certain 
circumstances.\49\
---------------------------------------------------------------------------

    \49\ An additional variable transaction charge will be imposed 
for purchases effected outside the Clearing Process, which would 
include purchases of Creation Units for cash and in-kind purchases 
where the investor is allowed to substitute cash in lieu of 
depositing a portion of the Deposit Securities.
---------------------------------------------------------------------------

    The Fund will make available through the NSCC on each business day, 
prior to the opening of trading on the NYSE (currently 9:30 a.m. 
Eastern time), the list of the names and the required number of shares 
of each Deposit Security and the amount of the Cash Component (or Cash 
Deposit) to be included in the current Portfolio Deposit (based on 
information at the end of the previous business day) for the Fund. Such 
Portfolio Deposit will be applicable, subject to any adjustments as 
described below, in order to effect purchases of Creation Units until 
such time as the next-announced Portfolio Deposit composition is made 
available.
    Shares may be redeemed only in Creation Units at their NAV next 
determined after receipt of a redemption request in proper form by the 
Fund through the transfer agent and only on a business day through an 
Authorized Participant that has entered into a Participant Agreement. 
FMR, through

[[Page 25930]]

NSCC, will make available immediately prior to the opening of trading 
on NYSE (currently 9:30 a.m. Eastern time) on each business day, the 
identity of the basket of securities (``Fund Securities'') that will be 
applicable (subject to possible amendment or correction) to redemption 
requests received in proper form (as defined below) on that day.
    All orders to purchase Creation Units of the Fund must be received 
by FDC or its agent no later than the closing time of regular trading 
hours on the NYSE (ordinarily 4:00 p.m. Eastern time), or one hour 
prior to the closing time (ordinarily 3:00 p.m. Eastern time) in the 
case of nonconforming orders,\50\ in each case on the date such order 
is placed in order for the creation of Creation Units to be effected 
based on the NAV of Shares of the Fund as next determined on such date 
after receipt of the order in proper form.
---------------------------------------------------------------------------

    \50\ A nonconforming order may be placed by an Authorized 
Participant in the event that the Fund permits the substitution of 
an amount of cash to be added to the Cash Component to replace any 
Deposit Security. The Fund reserves the right to permit the 
substitution of an amount of cash (i.e., a cash in lieu amount) to 
replace any Deposit Security which may, among other reasons, not be 
available in sufficient quantity for delivery, not be eligible for 
transfer through the systems of DTC, the Federal Reserve System or 
the clearing process, not be permitted to be re-registered in the 
name of the Trust as a result of an in-kind purchase order pursuant 
to local law or market convention, restricted under the securities 
laws or which may not be eligible for trading by an Authorized 
Participant or the investor for which it is acting.
---------------------------------------------------------------------------

    The redemption proceeds for a Creation Unit generally will consist 
of an in-kind transfer Fund Securities--as announced by the Fund on the 
business day of the request for redemption received in proper form--
plus cash in an amount equal to the difference between the NAV of the 
Shares being redeemed, as next determined after a receipt of the 
request in proper form, and the value of the Fund Securities (``Cash 
Redemption Amount''), less a redemption transaction fee and any 
applicable variable fee. In the event that the Fund Securities have a 
value greater than the NAV of the Shares being redeemed, a compensating 
cash payment to the Fund equal to the differential plus the applicable 
redemption transaction fee is required to be made by or through an 
Authorized Participant by the redeeming shareholder. Notwithstanding 
the foregoing, the Fund will substitute a cash-in-lieu amount to 
replace any Fund Security that is a non-deliverable instrument. Non-
deliverable instruments will be part of the Cash Component.
    An order to redeem Creation Units will be deemed received by the 
Fund on the transmittal date if such order is received in proper form 
by the transfer agent not later than 4:00 p.m. Eastern time (or one 
hour prior to the closing time (ordinarily 3:00 p.m. Eastern time) for 
nonconforming orders) on such transmittal date and other applicable 
requirements are met.
    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 
NYSE is closed (other than customary weekend and holiday closings); 
(ii) for any period during which trading on the NYSE is suspended or 
restricted; (iii) for any period during which an emergency exists as a 
result of which disposal of the shares or determination of the Fund's 
NAV is not reasonably practicable; or (iv) in such other circumstances 
as is permitted by the Commission.
Availability of Information
    The Trust's Web site (www.fidelity.com), which will be publicly 
available, will include a form of the prospectus for the Fund that may 
be downloaded. The Trust's Web site will include additional 
quantitative information updated on a daily basis, including, on a per 
Share basis for the Fund, the prior business day's NAV and the market 
closing price or, if that is unavailable, the mid-point of the bid/ask 
spread at the time of calculation of such NAV (the ``Bid/Ask 
Price''),\51\ and a calculation of the premium or discount of the 
market closing price, or if that is unavailable, the Bid/Ask Price 
against the NAV. On each business day, before commencement of trading 
in Shares in the ``Core Trading Session'' (9:30 a.m. Eastern time to 
4:00 p.m. Eastern time) on the Exchange, the Fund will disclose on the 
Trust's 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.\52\
---------------------------------------------------------------------------

    \51\ The Bid/Ask Price of the Fund's Shares will be determined 
using the mid-point of the highest bid and the lowest offer on the 
Exchange as of the time of calculation of the Fund's NAV. The 
records relating to Bid/Ask Prices will be retained by the Fund and 
its service providers.
    \52\ 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 and other financial instrument of the Fund the following 
information: ticker symbol (if applicable), name of security or 
financial instrument, number of shares (if applicable) and dollar value 
of each of the securities and 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.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), the Fund's Shareholder Reports, and its 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 and underlying 
equity securities that are U.S. exchange listed, including ETFs, ETPs, 
ETNs, and ADRs and exchange-traded REITs, exchange-traded preferred 
securities, and exchange-traded convertible securities will be 
available via the Consolidated Tape Association (``CTA'') high speed 
line. Quotation and last sale information for such U.S. exchange-listed 
securities, as well as futures will be available from the exchange on 
which they are listed. Quotation and last sale information for 
exchange-listed options will be available via the Options Price 
Reporting Authority.
    Quotation information for OTC-Traded Securities, OTC-traded 
derivative securities (such as options, swaps, forwards and currency-
related derivatives), and investment company securities (excluding 
ETFs), may be obtained from brokers and dealers who make markets in 
such securities or through nationally recognized pricing services 
through subscription agreements. The U.S. dollar value of foreign 
securities, instruments and currencies can be derived by using foreign 
currency exchange rate quotations obtained from nationally recognized 
pricing services.
    In addition, the Portfolio Indicative Value, as defined in NYSE 
Arca Equities Rule 8.600 (c)(3), will be widely disseminated by one or 
more major market data vendors at least every 15 seconds during the 
Core Trading

[[Page 25931]]

Session.\53\ The dissemination of the Portfolio Indicative Value, 
together with the Disclosed Portfolio, will allow investors to 
determine the approximate value of the underlying portfolio of the Fund 
on a daily basis and will provide a close estimate of that value 
throughout the trading day.
---------------------------------------------------------------------------

    \53\ Currently, it is the Exchange's understanding that several 
major market data vendors display and/or make widely available 
Portfolio Indicative Values taken from the 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.\54\ 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 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.
---------------------------------------------------------------------------

    \54\ 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 \55\ under the Act, as provided by NYSE Arca 
Equities Rule 5.3. A minimum of 100,000 Shares will be outstanding at 
the commencement of trading on the Exchange. The Exchange will obtain a 
representation from the issuer of the Shares that the NAV per Share 
will be calculated daily and that the NAV and the Disclosed Portfolio 
will be made available to all market participants at the same time. 
\56\
---------------------------------------------------------------------------

    \55\ 17 CFR 240.10A-3.
    \56\ The term ``Disclosed Portfolio'' is defined in NYSE Arca 
Equities Rule 8.600(c)(2).
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\57\ 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.
---------------------------------------------------------------------------

    \57\ FINRA surveils trading on 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.
    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares and underlying exchange-traded options, 
futures, exchange-traded equity securities (including ADRs, EDRs and 
GDRs), and other exchange-traded instruments with other markets and 
other entities that are members of the ISG, and FINRA, on behalf of the 
Exchange, may obtain trading information regarding trading in the 
Shares and underlying exchange-traded options, futures, exchange-traded 
equity securities (including ADRs, EDRs and GDRs), and other exchange-
traded instruments from such markets and other entities. In addition, 
the Exchange may obtain information regarding trading in the Shares and 
underlying exchange-traded options, futures, exchange-traded equity 
securities (including ADRs, EDRs and GDRs), and other exchange-traded 
instruments from markets and other entities that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement.\58\ In addition, FINRA, on behalf of the Exchange, 
is able to access, as needed, trade information for certain fixed 
income securities held by the Fund reported to FINRA's Trade Reporting 
and Compliance Engine (``TRACE'').
---------------------------------------------------------------------------

    \58\ 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 
shall consist of futures contracts or exchange-traded options contracts 
whose principal market is not a member of 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.
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 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

[[Page 25932]]

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) \59\ that an exchange have rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \59\ 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 
federal securities laws applicable to trading on the Exchange. FINRA, 
on behalf of the Exchange, will communicate as needed regarding trading 
in the Shares and underlying exchange-traded options, futures, 
exchange-traded equity securities (including ADRs, EDRs and GDRs), and 
other exchange-traded instruments with other markets and other entities 
that are members of the ISG, and FINRA, on behalf of the Exchange, may 
obtain trading information regarding trading in the Shares and 
underlying exchange-traded options, futures, exchange-traded equity 
securities (including ADRs, EDRs and GDRs), and other exchange-traded 
instruments from such markets and other entities. In addition, the 
Exchange may obtain information regarding trading in the Shares and 
underlying exchange-traded options, futures, exchange-traded equity 
securities (including ADRs, EDRs and GDRs), and other exchange-traded 
instruments from markets and other entities that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement. In addition, FINRA, on behalf of the Exchange, is 
able to access, as needed, trade information for certain fixed income 
securities held by the Fund reported to FINRA's TRACE.
    FMR normally will invest at least 80% of assets in investment-grade 
corporate bonds and other corporate debt securities. The Manager and 
the Sub-Advisers are affiliated with one or more broker-dealers and 
have implemented a fire wall with respect to such broker-dealers 
regarding access to information concerning the composition and/or 
changes to the Fund's portfolio, and will be subject to procedures 
designed to prevent the use and dissemination of material non-public 
information regarding the portfolio. The Fund may hold up to an 
aggregate amount of 15% of its net assets in illiquid assets 
(calculated at the time of investment), including Rule 144A securities 
deemed illiquid by the Manager or Sub-Adviser. Any foreign equity 
securities in which the Fund may invest will be limited to securities 
that trade in markets that are members of the ISG or parties to a 
comprehensive surveillance sharing agreement. The Fund will invest only 
in ADRs, EDRs and GDRs that are traded on an exchange that is a member 
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 shall consist of futures contracts or 
exchange-traded options contracts whose principal market is not a 
member of ISG or is a market with which the Exchange does not have a 
comprehensive surveillance sharing agreement.
    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 will be publicly available regarding the Fund and the 
Shares, thereby promoting market transparency. Quotation and last sale 
information for the Shares and underlying securities that are U.S. 
exchange listed, including ETFs, ETPs, ETNs, ADRs, EDRs, GDRs, 
exchange-traded REITs, exchange-traded preferred securities, and 
exchange-traded convertible securities, will be available via the CTA 
high speed line. Quotation and last sale information for such U.S. 
exchange-listed securities as well as futures will be available from 
the exchange on which they are listed. Quotation and last sale 
information for exchange-listed options will be available via the 
Options Price Reporting Authority. Quotation information from brokers 
and dealers or pricing services will be available for Debt Securities; 
restricted securities; OTC-traded REITs; OTC-traded preferred 
securities; OTC-traded derivative securities, including options, swaps, 
and currency-related derivatives; forwards; and investment company 
securities (other than ETFs).
    Moreover, the Portfolio Indicative Value will be widely 
disseminated by one or more major market data vendors at least every 15 
seconds during the Exchange's Core Trading Session. On each business 
day, before commencement of trading in Shares in the Core Trading 
Session on the Exchange, the Fund will disclose on the Trust's Web site 
the Disclosed Portfolio that will form the basis for the Fund's 
calculation of NAV at the end of the business day. The Trust's Web site 
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. 
In addition, as noted above, investors will have ready access to 
information regarding the Fund's holdings, the Portfolio Indicative 
Value, 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 Portfolio Indicative Value, the Disclosed Portfolio, and quotation 
and last sale information for the Shares.

[[Page 25933]]

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 another 
actively-managed exchange-traded product that will enhance competition 
among market participants, to the benefit of investors and the 
marketplace.

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

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2014-47 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-2014-47. 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-2014-47, and should 
be submitted on or before May 27, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\60\
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    \60\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-10360 Filed 5-5-14; 8:45 am]
BILLING CODE 8011-01-P

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