Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To List and Trade Shares of the iShares Interest Rate Hedged 0-5 Year High Yield Bond ETF, iShares Interest Rate Hedged 10+ Year Credit Bond ETF, and the iShares Interest Rate Hedged Emerging Markets Bond ETF Under NYSE Arca Equities Rule 8.600, 62492-62500 [2014-24683]

Download as PDF 62492 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES Commission notes that, while one commenter on the amended proposal suggested market forces should be sufficient to drive improvements in the unlisted DPP and REIT industry,44 given current industry practice with respect to disclosure of DPP and REIT values, the Commission believes that FINRA’s amended proposal is warranted. Also, given commenters’ concern regarding the complexity of calculating over-distributions, the Commission supports FINRA’s amended approach of requiring enhanced disclosure surrounding them. More specifically, the Commission believes that, at this time, this approach would improve investor awareness and understanding in a practical manner. In addition, one commenter on the amended proposal expressed concern that members could use the net investment methodology’s requirements concerning offering and organization expenses to manipulate DPP and REIT values.45 Under the amended proposal, however, if a member has reason to believe a calculation of the offering and organization expenses using the maximum offering percentage is unreliable, the member must use the minimum offering percentage.46 The same commenter further recommended that FINRA require disclosure of the identity of the service used to obtain a valuation under the appraised value methodology and clarify that such service must be independent.47 Regarding disclosure of the valuation service’s identity, the Commission notes that this information may be available through an issuer’s prospectus. Regarding the independence of the service, the amended proposal requires the use of a ‘‘third-party valuation expert,’’ which both the Commission and FINRA interpret as being an independent entity.48 Finally, the commenter opposed the extension of the effective date under the amended proposal, stating that investors should not have to wait for more transparent price reporting.49 FINRA extended the effective date, however, to provide industry participants sufficient time to make adjustments to product structures and any necessary operational changes, as well as to limit Commission notes, however, that this information may be available in an issuer’s prospectus. 44 AOG Letter. 45 NASAA Letter. 46 See FINRA’s First Response Letter. 47 Id. 48 See, e.g., FINRA’s First Response Letter (discussing the economic impact of requiring ‘‘independent valuations’’). 49 NASAA Letter. VerDate Sep<11>2014 17:59 Oct 16, 2014 Jkt 235001 the impact of the amended proposal on current offerings.50 In sum, the Commission believes that the proposal, as amended, represents a significant improvement to current industry practice concerning the disclosure of the value of unlisted DPP and REIT securities. As amended, the proposal would help ensure that investors receive more accurate information regarding the nature and worth of their holdings of DPP and REIT securities. While the Commission believes that this outcome would improve accuracy and transparency and, consequently, investor protection, it will continue to monitor the activity in this market for potential abuses. For the reasons stated above, the Commission finds that the proposed rule change, as amended, is consistent with the Act and the rules and regulations thereunder. V. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,51 that the proposed rule change (SR–FINRA– 2014–006), as modified by Amendment No. 1, be, and hereby is, approved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.52 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–24681 Filed 10–16–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73342; File No. SR– NYSEArca–2014–114] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To List and Trade Shares of the iShares Interest Rate Hedged 0– 5 Year High Yield Bond ETF, iShares Interest Rate Hedged 10+ Year Credit Bond ETF, and the iShares Interest Rate Hedged Emerging Markets Bond ETF Under NYSE Arca Equities Rule 8.600 October 10, 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 September 29, 2014, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed 50 FINRA’s First Response Letter. U.S.C. 78s(b)(2). 52 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 15 U.S.C. 78s(b)(1). 3 17 CFR 240.19b–4. 51 15 PO 00000 Frm 00081 Fmt 4703 Sfmt 4703 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. 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 the Substance of the Proposed Rule Change The Exchange proposes to list and trade the following under NYSE Arca Equities Rule 8.600 (‘‘Managed Fund Shares’’): iShares Interest Rate Hedged 0–5 Year High Yield Bond ETF; iShares Interest Rate Hedged 10+ Year Credit Bond ETF; and the iShares Interest Rate Hedged Emerging Markets 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 Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to list and trade shares (‘‘Shares’’) of the following under NYSE Arca Equities Rule 8.600, which governs the listing and trading of Managed Fund Shares: 4 iShares Interest Rate Hedged 0–5 Year High Yield Bond 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. E:\FR\FM\17OCN1.SGM 17OCN1 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES ETF; iShares Interest Rate Hedged 10+ Year Credit Bond ETF; and the iShares Interest Rate Hedged Emerging Markets Bond ETF (each, a ‘‘Fund’’ and collectively, the ‘‘Funds’’). The Shares of the Funds will be offered by iShares U.S. ETF Trust (the ‘‘Trust’’).5 The Trust is registered with the Commission as an open-end management investment company.6 BlackRock Fund Advisors (‘‘BFA’’) will serve as the investment adviser to the Funds (the ‘‘Adviser’’). BFA is an indirect wholly-owned subsidiary of BlackRock, Inc. BlackRock Investments, LLC (the ‘‘Distributor’’) will be the principal underwriter and distributor of the Funds’ Shares. State Street Bank and Trust Company (the ‘‘Administrator’’, ‘‘Custodian’’ or ‘‘Transfer Agent’’) will serve as administrator, custodian and transfer agent for the Funds. Commentary .06 to Rule 8.600 provides that, if the investment adviser to the investment company issuing Managed Fund Shares is affiliated with a broker-dealer, such investment adviser shall erect a ‘‘fire wall’’ between the investment adviser and the brokerdealer with respect to access to information concerning the composition and/or changes to such investment company portfolio. 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 5 The Commission has previously approved listing and trading on the Exchange of a number of actively managed funds under Rule 8.600. See, e.g., Securities Exchange Act Release Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR– NYSEArca–2008–31) (order approving Exchange listing and trading of twelve actively-managed funds of the WisdomTree Trust); 72138 (May 9, 2014), 79 FR 27958 (May 15, 2014) (File No. SR– NYSEArca–2014–23) (order approving Exchange listing and trading of shares of the iShares Interest Rate Hedged Corporate Bond ETF and iShares Interest Rate Hedged High Yield Bond ETF). 6 The Trust is registered under the 1940 Act. On December 6, 2013, the Trust filed with the Commission a registration statement on Form N–1A under the Securities Act of 1933 (15 U.S.C. 77a) and under the 1940 Act relating to the iShares Interest Rate Hedged 0–5 Year High Yield Bond ETF (‘‘High Yield Bond Registration Statement’’); iShares Interest Rate Hedged 10+ Year Credit Bond ETF (‘‘Credit Bond Registration Statement’’); and the iShares Interest Rate Hedged Emerging Markets Bond ETF (‘‘Emerging Markets Bond Registration Statement’’ and, together with the High Yield Bond Registration Statement and the Credit Bond Registration Statement, the ‘‘Registration Statements’’) (File Nos. 333–179904 and 811– 22649). The description of the operation of the Trust and the Funds herein is based, in part, on the Registration Statements. 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. 29571 (File No. 812–13601) (‘‘Exemptive Order’’). VerDate Sep<11>2014 17:59 Oct 16, 2014 Jkt 235001 open-end fund’s portfolio.7 Commentary .06 to Rule 8.600 is similar to Commentary .03(a)(i) and (iii) to NYSE Arca Equities Rule 5.2(j)(3); however, Commentary .06 in connection with the establishment of a ‘‘fire wall’’ between the investment adviser and the brokerdealer reflects the applicable open-end fund’s portfolio, not an underlying benchmark index, as is the case with index-based funds. The Adviser is not registered as a broker-dealer but is affiliated with multiple broker-dealers and has implemented a ‘‘fire wall’’ with respect to such broker-dealers regarding access to information concerning the composition and/or changes to a Fund’s portfolio. In the event (a) the Adviser or any sub-adviser registers as a brokerdealer or becomes newly affiliated with a broker-dealer, or (b) any new adviser or sub-adviser is a registered brokerdealer, or becomes affiliated with a broker-dealer, it will implement a fire wall with respect to its relevant personnel or its broker-dealer affiliate regarding access to information concerning the composition and/or changes to a portfolio, and will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding such portfolio. iShares Interest Rate Hedged 0–5 Year High Yield Bond ETF According to the High Yield Bond Registration Statement, the Fund will seek to mitigate the interest rate risk of a portfolio composed of U.S. dollardenominated, high yield corporate bonds with remaining maturities of less than five years. The Fund will seek to achieve its investment objective by 7 An investment adviser to an open-end fund is required to be registered under the Investment Advisers Act of 1940 (the ‘‘Advisers Act’’). As a result, the Adviser and its related personnel are subject to the provisions of Rule 204A–1 under the Advisers Act relating to codes of ethics. This Rule requires investment advisers to adopt a code of ethics that reflects the fiduciary nature of the relationship to clients as well as compliance with other applicable securities laws. Accordingly, procedures designed to prevent the communication and misuse of non-public information by an investment adviser must be consistent with Rule 204A–1 under the Advisers Act. In addition, Rule 206(4)–7 under the Advisers Act makes it unlawful for an investment adviser to provide investment advice to clients unless such investment adviser has (i) adopted and implemented written policies and procedures reasonably designed to prevent violation, by the investment adviser and its supervised persons, of the Advisers Act and the Commission rules adopted thereunder; (ii) implemented, at a minimum, an annual review regarding the adequacy of the policies and procedures established pursuant to subparagraph (i) above and the effectiveness of their implementation; and (iii) designated an individual (who is a supervised person) responsible for administering the policies and procedures adopted under subparagraph (i) above. PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 62493 investing, under normal circumstances,8 at least 80% of its net assets in U.S. dollar-denominated high yield corporate bonds with remaining maturities of less than five years, in one or more investment companies (exchange-traded and non-exchange-traded) that principally invest in high yield bonds, in U.S. Treasury securities (or cash equivalents), and by taking short positions in U.S. Treasury futures, other interest rate futures contracts, and interest rate swaps.9 According to the High Yield Bond Registration Statement, the Fund intends to initially invest a substantial portion of its assets in one underlying fund, the iShares 0–5 Year High Yield Corporate Bond ETF (the ‘‘Underlying High Yield Corporate Bond Fund’’). The Fund will attempt to mitigate the interest rate risk primarily through the use of U.S. Treasury futures contracts and interest rate swaps. The Fund may also take short positions in other interest rate futures contracts, including but not limited to, Eurodollar and Federal Funds futures. The Fund will invest only in futures contracts 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.10 BFA will utilize a model-based proprietary investment process to assemble an investment portfolio comprised of (i) long positions in the Underlying High Yield Corporate Bond Fund, (ii) long positions in U.S. dollardenominated high yield corporate bonds, (iii) long positions in U.S. Treasury securities and (iv) short positions in U.S. Treasury futures, other interest rate futures contracts, and interest rate swaps. The short positions are expected to have, in the aggregate, approximately equivalent duration to the underlying securities in the Underlying High Yield Corporate Bond Fund and to the high yield corporate bonds. By taking these short positions, BFA will seek to mitigate the potential impact of rising interest rates on the performance of the Underlying High Yield Corporate Bond Fund and the 8 The term ‘‘under normal circumstances’’ includes, but is not limited to, the absence of extreme volatility or trading halts in the equity 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. 9 Futures will be exchange traded, and swaps will be centrally cleared. All derivatives will be collateralized. 10 See note 27, infra. E:\FR\FM\17OCN1.SGM 17OCN1 62494 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES high yield corporate bonds (conversely also limiting the potential positive impact of falling interest rates). The short positions will not be intended to mitigate other factors influencing the price of high yield bonds, such as credit risk, which may have a greater impact than rising or falling interest rates. Relative to a long-only investment in the same high yield bonds, the Fund’s investment strategy is designed to outperform in a rising interest rate environment and underperform in a falling interest rate environment. iShares Interest Rate Hedged 10+ Year Credit Bond ETF According to the Credit Bond Registration Statement, the Fund will seek to mitigate the interest rate risk of a portfolio composed of investmentgrade U.S. corporate bonds and U.S. dollar-denominated bonds, including those of non-U.S. corporations and governments, with remaining maturities greater than ten years. The Fund will seek to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets in investment-grade U.S. corporate bonds and U.S. dollardenominated bonds, including those of non-U.S. corporations and governments, with remaining maturities greater than ten years, in one or more investment companies (exchange-traded and nonexchange-traded) that principally invest in investment-grade bonds, in U.S. Treasury securities (or cash equivalents), and by taking short positions in U.S. Treasury futures, other interest rate futures contracts, and interest rate swaps.11 According to the Credit Bond Registration Statement, the Fund intends to initially invest a substantial portion of its assets in one underlying fund, the iShares 10+ Year Credit Bond ETF (the ‘‘Underlying Credit Bond Fund’’). The Fund will attempt to mitigate the interest rate risk primarily through the use of U.S. Treasury futures contracts and interest rate swaps. The Fund may also invest in other interest rate futures contracts, including but not limited to, Eurodollar and Federal Funds futures. The Fund will invest only in futures contracts that are traded on an exchange that is a member of the ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. BFA will utilize a model-based proprietary investment process to assemble an investment portfolio comprised of (i) long positions in the Underlying Credit Bond Fund, (ii) long 11 See note 9, supra. VerDate Sep<11>2014 19:11 Oct 16, 2014 positions in U.S. dollar-denominated investment-grade corporate bonds, (iii) long positions in U.S. Treasury securities, and (iv) short positions in U.S. Treasury futures, other interest rate futures contracts, and interest rate swaps. The short positions are expected to have, in the aggregate, approximately equivalent duration to the underlying securities in the Underlying Credit Bond Fund and to the investment-grade corporate bonds. By taking these short positions, BFA will seek to mitigate the potential impact of rising interest rates on the performance of the Underlying Credit Bond Fund and the investmentgrade corporate bonds (conversely also limiting the potential positive impact of falling interest rates). The short positions are not intended to mitigate other factors influencing the price of investment-grade bonds, such as credit risk, which may have a greater impact than rising or falling interest rates. Relative to a long-only investment in the same investment-grade bonds, the Fund’s investment strategy is designed to outperform in a rising interest rate environment and underperform in a falling interest rate environment. Shares Interest Rate Hedged Emerging Markets Bond ETF According to the Emerging Markets Bond Registration Statement, the Fund will seek to mitigate the interest rate risk of a portfolio composed of U.S. dollar-denominated, emerging market bonds. The Fund will seek to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets in U.S. dollar-denominated emerging market bonds, in one or more investment companies (exchange-traded and non-exchange-traded) that principally invest in emerging market bonds, in U.S. Treasury securities (or cash equivalents), and by taking short positions in U.S. Treasury futures, other interest rate futures contracts, and interest rate swaps.12 According to the Emerging Markets Bond Registration Statement, the Fund intends to initially invest a substantial portion of its assets in one underlying fund, the iShares J.P. Morgan USD Emerging Markets Bond ETF (the ‘‘Underlying Emerging Markets Bond Fund’’). The Fund will attempt to mitigate the interest rate risk primarily through the use of U.S. Treasury futures contracts and interest rate swaps. The Fund may also take short positions in other interest rate futures contracts, including but not limited to, Eurodollar and Federal Funds futures. The Fund will invest only in futures contracts that 12 See Jkt 235001 PO 00000 note 9, supra. Frm 00083 Fmt 4703 Sfmt 4703 are traded on an exchange that is a member of the ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. The Underlying Emerging Markets Bond Fund may invest in non-U.S. securities, emerging markets securities and debt instruments. BFA will utilize a model-based proprietary investment process to assemble an investment portfolio comprised of (i) long positions in the Underlying Emerging Markets Bond Fund, (ii) long positions in U.S. dollardenominated emerging market bonds, (iii) long positions in U.S. Treasury securities, and (iv) short positions in U.S. Treasury futures, other interest rate futures contracts, and interest rate swaps. The short positions are expected to have, in the aggregate, approximately equivalent duration to the underlying securities in the Underlying Emerging Markets Bond Fund and to the emerging market bonds. By taking these short positions, BFA will seek to mitigate the potential impact of rising interest rates on the performance of the Underlying Emerging Markets Bond Fund and the emerging market bonds (conversely also limiting the potential positive impact of falling interest rates). The short positions are not intended to mitigate other factors influencing the price of emerging market bonds, such as credit risk, which may have a greater impact than rising or falling interest rates. Relative to a long-only investment in the same emerging market bonds, the Fund’s investment strategy is designed to outperform in a rising interest rate environment and underperform in a falling interest rate environment. Other Investments While each Fund, under normal circumstances, will invest at least 80% of its net assets in its investments as described above, a Fund may directly invest in certain other investments, as described below. The Funds may temporarily depart from its normal investment process,13 provided that the alternative, in the opinion of BFA, is consistent with a Fund’s investment objective and is in the best interest of a Fund. However, BFA will not seek to actively time market movements. A Fund may hold up to an aggregate amount of 15% of its net assets in 13 Circumstances under which a Fund may temporarily depart from its normal investment process include, but are not limited to, extreme volatility or trading halts in the equity 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. E:\FR\FM\17OCN1.SGM 17OCN1 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES illiquid assets (calculated at the time of investment), including Rule 144A securities deemed illiquid by the Adviser, consistent with Commission guidance.14 Each 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 a Fund’s net assets are held in illiquid assets. Illiquid assets include assets subject to contractual or other restrictions on resale and other instruments that lack readily available markets as determined in accordance with Commission staff guidance.15 Each Fund may invest in repurchase and reverse repurchase agreements. A repurchase agreement is an instrument under which the purchaser (i.e., a Fund or an ‘‘Underlying Fund’’ 16) acquires the security and the seller agrees, at the time of the sale, to repurchase the security at a mutually agreed upon time and price, thereby determining the yield during the purchaser’s holding period. Reverse repurchase agreements involve 14 In reaching liquidity decisions, the Adviser may consider factors including: The frequency of trades and quotes for the security; the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; dealer undertakings to make a market in the security; the nature of the security and the nature of the marketplace in which it trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer); any legal or contractual restrictions on the ability to transfer the security or asset; significant developments involving the issuer or counterparty specifically (e.g., default, bankruptcy, etc.) or the securities markets generally; and settlement practices, registration procedures, limitations on currency conversion or repatriation, and transfer limitations (for foreign securities or other assets). 15 The Commission has stated that long-standing Commission guidelines have required open-end funds to hold no more than 15% of their net assets in illiquid securities and other illiquid assets. See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 14618 (March 18, 2008), footnote 34. See also, Investment Company Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 1970) (Statement Regarding ‘‘Restricted Securities’’); Investment Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 20, 1992) (Revisions of Guidelines to Form N–1A). A fund’s portfolio security is illiquid if it cannot be disposed of in the ordinary course of business within seven days at approximately the value ascribed to it by the fund. See Investment Company Act Release No. 14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting amendments to Rule 2a–7 under the 1940 Act); Investment Company Act Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) (adopting Rule 144A under the Securities Act of 1933). 16 Each of the Underlying High Yield Corporate Bond Fund, Underlying Credit Bond Fund, and Underlying Emerging Markets Bond Fund, are referred to herein as an ‘‘Underlying Fund,’’ or, collectively, the ‘‘Underlying Funds’’. VerDate Sep<11>2014 17:59 Oct 16, 2014 Jkt 235001 the sale of securities with an agreement to repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing. Each Fund may invest in money market instruments on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include but are not limited to: (i) Shares of money market funds (including those advised by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (‘‘CDs’’), bankers’ acceptances, fixedtime deposits and other obligations of U.S. and non-U.S. banks (including nonU.S. branches) and similar institutions; (iv) commercial paper rated, at the date of purchase, ‘‘Prime-1’’ by Moody’s® Investors Service, Inc., ‘‘F–1’’ by Fitch Inc., or ‘‘A–1’’ by Standard & Poor’s® (‘‘S&P®’’), or if unrated, of comparable quality as determined by BFA; (v) nonconvertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a–7 under the 1940 Act; and (vi) short-term U.S. dollardenominated obligations of non-U.S. banks (including U.S. branches) that, in the opinion of BFA, are of comparable quality to obligations of U.S. banks which may be purchased by a Fund. Any of these instruments may be purchased on a current or forwardsettled basis. Time deposits are nonnegotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. A Fund may invest in options that are traded on a U.S. or non-U.S. exchange and that reference U.S. Treasury securities. To the extent that a Fund invests in options, not more than 10% of such investment would be in options whose principal trading market is not a member of ISG or is a market with which the Exchange does not have a comprehensive surveillance sharing agreement. A Fund or the Underlying Funds may invest in debt securities of non-U.S. issuers and may invest in privatelyissued debt securities. Each Fund will be classified as a ‘‘diversified’’ investment company under the 1940 Act.17 Each Fund will not purchase the securities of issuers conducting their 17 The diversification standard is set forth in Section 5(b)(1) of the 1940 Act. PO 00000 Frm 00084 Fmt 4703 Sfmt 4703 62495 principal business activity in the same industry if, immediately after the purchase and as a result thereof, the value of a Fund’s investments in that industry would equal or exceed 25% of the current value of a Fund’s total assets, provided that this restriction does not limit a Fund’s: (i) Investments in securities of other investment companies; (ii) investments in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities; (iii) investments in securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; or (iv) investments in repurchase agreements collateralized by any such obligations.18 Each Fund intends to qualify for and to elect treatment as a separate regulated investment company (‘‘RIC’’) under Subchapter M of the Internal Revenue Code.19 Each Fund’s investments will be consistent with its investment objective. The Shares 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 Funds will be in compliance with Rule 10A–3 20 under the Act, as provided by NYSE Arca Equities Rule 5.3. A minimum of 100,000 Shares for each Fund will be outstanding at the commencement of trading on the Exchange. The Exchange will obtain a representation from the issuer of the Shares that the net asset value (‘‘NAV’’) per Share of each Fund will be calculated daily and that the NAV and the Disclosed Portfolio as defined in NYSE Arca Equities Rule 8.600(c)(2) will be made available to all market participants at the same time. Creation and Redemption of Shares According to the Registration Statements, each Fund will issue and redeem Shares on a continuous basis at NAV only in large specified numbers of Shares called a ‘‘Creation Unit’’. The consideration for purchase of Creation Units of each Fund generally will consist of the in-kind deposit of a designated portfolio of securities (including any portion of such securities for which cash may be substituted) (i.e., the Deposit Securities (as defined 18 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). 19 26 U.S.C. 851 et seq. 20 17 CFR 240.10A–3. E:\FR\FM\17OCN1.SGM 17OCN1 mstockstill on DSK4VPTVN1PROD with NOTICES 62496 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices below)) and the Cash Component (as defined below) computed as described below. Together, the Deposit Securities and the Cash Component constitute the ‘‘Fund Deposit,’’ which will be applicable (subject to possible amendment or correction) to creation requests received in proper form. The Fund Deposit represents the minimum initial and subsequent investment amount for a Creation Unit of a Fund. The Cash Component will 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, and serves to compensate for any differences between the NAV per Creation Unit and the Deposit Amount. BFA will make available through the National Securities Clearing Corporation (‘‘NSCC’’) on each business day, prior to the opening of business on the Exchange, the list of names and the required number or par value of each Deposit Security and the amount of the Cash Component to be included in the current Fund Deposit (based on information as of the end of the previous business day) for the applicable Fund. Such Fund Deposit is applicable, subject to any adjustments as described below, in order to effect purchases of Creation Units of Shares of a Fund until such time as the nextannounced Fund Deposit is made available. The identity and number or par value of the Deposit Securities may change pursuant to changes in the composition of a Fund’s portfolio and as rebalancing adjustments and corporate action events occur from time to time. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the component securities constituting a Fund’s portfolio. The portfolio of securities required for purchase of a Creation Unit may not be identical to the portfolio of securities a Fund will deliver upon redemption of Fund Shares. The Deposit Securities and Fund Securities (as defined below), as the case may be, in connection with a purchase or redemption of a Creation Unit, generally will correspond pro rata to the securities held by such Fund. Each Fund reserves the right to permit or require the substitution of a ‘‘cash in lieu’’ amount to be added to the Cash Component to replace any Deposit Security that may not be available in sufficient quantity for delivery or that may not be eligible for transfer through the Depository Trust Company (‘‘DTC’’) or through the continuous net VerDate Sep<11>2014 17:59 Oct 16, 2014 Jkt 235001 settlement system of the NSCC. Each Fund also reserves the right to permit or require a ‘‘cash in lieu’’ amount in certain other circumstances, including circumstances in which (i) the delivery of the Deposit Security by the authorized participant would be restricted under applicable securities laws or (ii) the delivery of the Deposit Security to the authorized participant would result in the disposition of the Deposit Security by the authorized participant becoming restricted under applicable securities laws, or in certain other situations. The Adviser represents that, to the extent the Trust permits or requires a ‘‘cash in lieu’’ amount, such transactions will be effected in the same manner or in an equitable manner for all authorized participants. Creation Units may be purchased only by or through a DTC participant that has entered into an authorized participant agreement (as described in the Registration Statements) with the Distributor. Except as noted below, all creation orders must be placed for one or more Creation Units and must be received by the Distributor in proper form no later than the closing time of the regular trading session of the Exchange (normally 4 p.m., Eastern time) in each case on the date such order is placed in order for creation of Creation Units to be effected based on the NAV of Shares of a Fund as next determined on such date after receipt of the order in proper form. Orders requesting substitution of a ‘‘cash in lieu’’ amount generally must be received by the Distributor no later than 4 p.m., Eastern time. On days when the Exchange or other markets close earlier than normal, a Fund may require orders to create Creation Units to be placed earlier in the day. A Fund may also require orders to create Creation Units to be placed earlier in the day, as approved by the Trust’s Board of Directors (‘‘Board’’) and as disclosed to investors. A standard creation transaction fee will be imposed to offset the transfer and other transaction costs associated with the issuance of Creation Units. Shares of a Fund may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by the Distributor and only on a business day. BFA will make available through the NSCC, prior to the opening of business on the Exchange on each business day, the designated portfolio of securities (including any portion of such securities for which cash may be substituted) that will be applicable (subject to possible amendment or correction) to redemption requests received in proper PO 00000 Frm 00085 Fmt 4703 Sfmt 4703 form on that day (‘‘Fund Securities’’). Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. Unless cash redemptions are available or specified for a Fund, the redemption proceeds for a Creation Unit generally will consist of a specified amount of cash, Fund Securities, plus additional cash in an amount equal to the difference between the NAV of the Shares being redeemed, as next determined after the receipt of a request in proper form, and the value of the specified amount of cash and Fund Securities, less a redemption transaction fee. Each Fund currently will redeem Shares for Fund Securities, but each Fund reserves the right to utilize a ‘‘cash’’ option for redemption of Shares. A standard redemption transaction fee will be imposed to offset transfer and other transaction costs that may be incurred by a Fund. Redemption requests for Creation Units of a Fund must be submitted to the Distributor by or through an authorized participant no later than 4 p.m. Eastern time on any business day (or such earlier time as approved by the Board and as disclosed to investors), in order to receive that day’s NAV. The authorized participant must transmit the request for redemption in the form required by a Fund to the Distributor in accordance with procedures set forth in the authorized participant agreement. Determination of Net Asset Value According to the Registration Statements, the NAV of each Fund normally will be determined once each business day, generally as of the regularly scheduled close of business of the New York Stock Exchange (‘‘NYSE’’) (normally 4 p.m., Eastern time) on each day that the NYSE is open for trading, based on prices at the time of closing, provided that (a) any Fund assets or liabilities denominated in currencies other than the U.S. dollar will be translated into U.S. dollars at the prevailing market rates on the date of valuation as quoted by one or more data service providers, and (b) U.S. fixedincome assets may be valued as of the announced closing time for trading in fixed-income instruments in a particular market or exchange. The NAV of each Fund may be determined, and the Underlying Funds may be valued, at such earlier time as approved by the Board and as disclosed to investors. The NAV per Share of each Fund will be calculated by dividing the value of the net assets of each Fund (i.e., the value of its total assets less total liabilities) by the total number of outstanding Shares E:\FR\FM\17OCN1.SGM 17OCN1 mstockstill on DSK4VPTVN1PROD with NOTICES Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices of a Fund, generally rounded to the nearest cent. The value of the securities and other assets and liabilities held by each Fund will be determined pursuant to valuation policies and procedures approved by the Board. Except as described below, each Fund will value fixed-income portfolio securities, including money market instruments and U.S. government securities, using prices provided directly from one or more brokerdealers, market makers, or independent third-party pricing services which may use matrix pricing and valuation models, as well as recent market transactions for the same or similar assets, to derive values. Certain money market instruments with maturities of 60 days or less will generally be valued on the basis of amortized cost. Repurchase agreements and reverse repurchase agreements generally will be valued at par. Exchange-traded options are [sic] generally will be valued at the mean of the last bid and ask prices as quoted on the exchange or the board of trade on which such options are traded. Futures contracts, including U.S. Treasury futures contracts, will be valued at their last sale price or settle price as of the close of the applicable exchange. Swap agreements and other derivatives will generally be valued based upon quotations from market makers or by a pricing service in accordance with valuation procedures approved by the Board. Investments in other investment companies will be valued using market valuations. Investment companies that are exchange traded will generally be valued using the last reported official closing price or last trading price on the exchange or other market on which the fund is primarily traded at the time of valuation. Investment companies that are not exchange traded will be valued at their net asset value. Generally, trading in U.S. Treasury futures, non-U.S. securities, U.S. government securities, money market instruments and certain fixed-income securities is substantially completed each day at various times prior to the close of business on the NYSE. The values of such securities used in computing the NAV of each Fund will be determined as of such times. When market quotations are not readily available or are believed by BFA to be unreliable, each Fund’s investments will be valued at fair value. Fair value determinations will be made by BFA in accordance with policies and procedures approved by the Trust’s Board. BFA may conclude that a market VerDate Sep<11>2014 17:59 Oct 16, 2014 Jkt 235001 quotation is not readily available or is unreliable if a security or other asset or liability does not have a price source due to its lack of liquidity, if a market quotation differs significantly from recent price quotations or otherwise no longer appears to reflect fair value, where the security or other asset or liability is thinly traded, or where there is a significant event subsequent to the most recent market quotation. A ‘‘significant event’’ is an event that, in the judgment of BFA, is likely to cause a material change to the closing market price of the asset or liability held by a Fund. Availability of Information The Funds’ Web site (www.ishares.com), which will be publicly available prior to the public offering of Shares, will include a form of the prospectus for a Fund that may be downloaded. The Funds’ Web site will include additional quantitative information updated on a daily basis, including, for the Funds, (1) the prior business day’s reported closing price, NAV and mid-point of the bid/ask spread at the time of calculation of such NAV (the ‘‘Bid/Ask Price’’),21 and a calculation of the premium and discount of the Bid/Ask Price against the NAV, and (2) data in chart format displaying the frequency distribution of discounts and premiums of the daily Bid/Ask Price against the NAV, within appropriate ranges, for each of the four previous calendar quarters. On each business day, before commencement of trading in Shares in the Core Trading Session on the Exchange, each Fund will disclose on its Web site the Disclosed Portfolio that will form the basis for such Fund’s calculation of NAV at the end of the business day.22 On a daily basis, a Fund will disclose for each portfolio security or other financial instrument of each Fund the following information on the Funds’ Web site: Ticker symbol (if applicable), name of security or financial instrument, number of shares (if applicable) and dollar value of securities and financial instruments held in the portfolio, and percentage weighting of the security and financial 21 The Bid/Ask Price of each Fund 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 a Fund’s NAV. The records relating to Bid/Ask Prices will be retained by the Funds and their service providers. 22 Under accounting procedures followed by the Funds, trades made on the prior business day (‘‘T’’) will be booked and reflected in NAV on the current business day (‘‘T+1’’). Accordingly, the Funds 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 00086 Fmt 4703 Sfmt 4703 62497 instrument in the portfolio. The Web site information will be publicly available at no charge. In addition, a basket composition file, which includes the security names and share quantities required to be delivered in exchange for each Fund’s Shares, together with estimates and actual cash components, will be publicly disseminated daily prior to the opening of the NYSE via NSCC. The basket represents one Creation Unit of a Fund. Investors can also obtain the Trust’s Statement of Additional Information (‘‘SAI’’), each Fund’s Shareholder Reports, and the Trust’s Form N–CSR and Form N–SAR, filed twice a year. The Trust’s SAI and Shareholder Reports are available free upon request from the Trust, and those documents and the Form N–CSR and Form N–SAR may be viewed on-screen or downloaded from the Commission’s Web site at www.sec.gov. Information regarding market price and trading volume of the Shares will be continually available on a real-time basis throughout the day on brokers’ computer screens and other electronic services. Information regarding the previous day’s closing price and trading volume information for the Shares will be published daily in the financial section of newspapers. Quotation and last sale information for the Shares of each Fund and the shares of the Underlying Funds and any exchange-traded funds held by each Fund will be available via the Consolidated Tape Association (‘‘CTA’’) high-speed line. Quotation and last sale information for U.S. exchange-listed options contracts cleared by the Options Clearing Corporation will be available via the Options Price Reporting Authority. In addition, the Indicative Optimized Portfolio Value (‘‘IOPV’’),23 which is the Portfolio Indicative Value as defined in NYSE Arca Equities Rule 8.600(c)(3), will be widely disseminated at least every 15 seconds during the Core Trading Session by one or more major market data vendors.24 The 23 According to the Registration Statements, the IOPV calculations will be estimates of the value of each Fund’s NAV per Share using market data converted into U.S. dollars at the current currency rates. The IOPV price will be based on quotes and closing prices from the securities’ local market and may not reflect events that occur subsequent to the local market’s close. Premiums and discounts between the IOPV and the market price may occur. This should not be viewed as a ‘‘real-time’’ update of the NAV per Share of the Funds, which will be calculated only once a day. The quotations of certain Fund holdings may not be updated during U.S. trading hours if such holdings do not trade in the United States. 24 Currently, it is the Exchange’s understanding that several major market data vendors display and/ or make widely available IOPVs taken from CTA or other data feeds. E:\FR\FM\17OCN1.SGM 17OCN1 62498 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices dissemination of the IOPV, together with the Disclosed Portfolio, will allow investors to determine the value of the underlying portfolio of each Fund on a daily basis and to provide a close estimate of that value throughout the trading day. The intra-day, closing and settlement prices of exchange-traded portfolio assets, including investment companies, money market instruments, futures and options will be readily available from the securities exchanges and futures exchanges trading such securities and futures, as the case may be, automated quotation systems, published or other public sources, or on-line information services such as Bloomberg or Reuters. Such price information on fixed income portfolio securities, including money market instruments, and other Fund assets traded in over-the-counter markets including bonds and money market instruments is available from major broker-dealer firms or market data vendors, as well as from automated quotation systems, published or other public sources, or online information services. Additional information regarding the Trust and the Shares, including investment strategies, risks, creation and redemption procedures, fees, portfolio holdings disclosure policies, distributions and taxes is included in the Registration Statements. All terms relating to the Funds that are referred to, but not defined in, this proposed rule change are defined in the Registration Statements. mstockstill on DSK4VPTVN1PROD 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 Funds.25 Trading in Shares of a 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 a 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 a Fund may be halted. 25 See NYSE Arca Equities Rule 7.12. VerDate Sep<11>2014 17:59 Oct 16, 2014 Jkt 235001 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 a.m. to 8 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. Surveillance The Exchange represents that trading in the Shares will be subject to the existing surveillance procedures 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.26 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 Exchange’s current trading surveillance focuses on detecting securities trading outside their normal patterns. 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 of the Funds, exchange-traded equity securities, futures and options contracts 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 of the Funds, exchangetraded equity securities, futures and options contracts from such markets and other entities. In addition, The Exchange may obtain information regarding trading in the Shares of the 26 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. PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 Funds, exchange-traded equity securities, futures and options contracts from ISG member markets or markets with which the Exchange has in place a comprehensive surveillance sharing agreement.27 In addition, FINRA, on behalf of the Exchange, is able to access, as needed, trade information for certain fixed income instruments reported to FINRA’s Trade Reporting and Compliance Engine (‘‘TRACE’’). With respect to its exchange-traded equity securities investments, a Fund will invest only in equity securities that trade in markets that are members of the ISG or are parties to a comprehensive surveillance sharing agreement with the Exchange. To the extent that a Fund invests in options, not more than 10% of such investment would be in options whose principal trading market is not a member of ISG or is a market with which the Exchange does not have a comprehensive surveillance sharing agreement. The Fund will invest only in futures contracts that are traded on an exchange that is a member of the ISG or with which the Exchange has in place 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 (‘‘ETP’’) 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 ETP 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 IOPV will not be calculated or publicly disseminated; (4) how information regarding the IOPV and Disclosed Portfolio for a Fund is disseminated; (5) the requirement that ETP Holders deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the 27 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 a 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\17OCN1.SGM 17OCN1 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES confirmation of a transaction; and (6) trading information. In addition, the Bulletin will reference that each Fund is subject to various fees and expenses described in the Registration Statements. The Bulletin will discuss any exemptive, noaction, and interpretive relief granted by the Commission from any rules under the Act. The Bulletin will also disclose that the NAV for the Shares will be calculated after 4 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) 28 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 applicable federal securities laws. The Adviser has implemented a ‘‘fire wall’’ with respect to its affiliated broker-dealers regarding access to information concerning the composition and/or changes to a Fund’s portfolio. FINRA, on behalf of the Exchange, will communicate as needed regarding trading in the Shares of the Funds, exchange-traded equity securities, futures and options contracts 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 of the Funds, exchangetraded equity securities, futures and options contracts from such markets and other entities. In addition, the Exchange may obtain information regarding trading in the Shares of the Funds as well as underlying equity securities, futures and options contracts from ISG member markets or markets with which the Exchange has in place a comprehensive surveillance sharing agreement. A Fund may hold up to an aggregate amount of 15% of its net assets in illiquid assets (calculated at 28 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 17:59 Oct 16, 2014 Jkt 235001 the time of investment), including Rule 144A securities deemed illiquid by the Adviser. With respect to its exchangetraded equity securities investments, a Fund will invest only in equity securities that trade in markets that are members of the ISG or are parties to a comprehensive surveillance sharing agreement with the Exchange. To the extent that a Fund invests in options, not more than 10% of such investment would be in options whose principal trading 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 of each Fund will be calculated daily and that the NAV and the Disclosed Portfolio for each Fund will be made available to all market participants at the same time. In addition, a large amount of information is publicly available regarding the Funds and the Shares, thereby promoting market transparency. Moreover, the IOPV 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 Funds will disclose on their Web site the Disclosed Portfolio that will form the basis for a Fund’s calculation of NAV at the end of the business day. Information regarding market price and trading volume of the Shares will be continually available on a real-time basis throughout the day on brokers’ computer screens and other electronic services, and quotation and last sale information will be available via the CTA high-speed line. The Web site for the Funds will include a form of the prospectus for the Funds and additional data relating to NAV and other applicable quantitative information. Moreover, prior to the commencement of trading, the Exchange will inform its ETP Holders in an Information Bulletin of the special characteristics and risks associated with trading the Shares. Trading in Shares of a 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 PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 62499 circumstances under which Shares of a Fund may be halted. In addition, as noted above, investors will have ready access to information regarding a Fund’s holdings, the IOPV, 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 additional types of actively-managed exchange-traded products that will enhance competition among market participants, to the benefit of investors and the marketplace. As noted above, FINRA, on behalf of the Exchange, will communicate as needed regarding trading in the Shares of the Funds, exchange-traded equity securities, futures and options contracts 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 of the Funds, exchangetraded equity securities, futures and options contracts from such markets and other entities. In addition, the Exchange may obtain information regarding trading in the Shares of the Funds, exchange-traded equity securities, futures and options contracts 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, as noted above, investors will have ready access to information regarding a Fund’s holdings, the IOPV, the Disclosed Portfolio, and quotation and last sale information for the Shares. The proposed rule change would benefit investors by providing them with additional choices of transparent and tradable products. 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 other actively-managed exchange-traded products that hold fixed income securities and will enhance competition among market participants, to the benefit of investors and the marketplace. E:\FR\FM\17OCN1.SGM 17OCN1 62500 Federal Register / Vol. 79, No. 201 / Friday, October 17, 2014 / Notices 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 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 a.m. and 3 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–2014–114 and should be submitted on or November 7, 2014. Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (a) By order approve or disapprove such proposed rule change; or (b) institute proceedings to determine whether the proposed rule change should be disapproved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.29 Kevin M. O’Neill, Deputy Secretary. IV. Solicitation of Comments [FR Doc. 2014–24683 Filed 10–16–14; 8:45 am] 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: BILLING CODE 8011–01–P Electronic Comments SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73340; File No. SR–FINRA– 2014–042] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Implementation Date of Market Participant Identifier Requirements for Alternative Trading Systems Paper Comments mstockstill on DSK4VPTVN1PROD with NOTICES • 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–2014–114 on the subject line. October 10, 2014. • 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–2014–114. 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 VerDate Sep<11>2014 17:59 Oct 16, 2014 Jkt 235001 Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on October 2, 2014, Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by FINRA. FINRA has designated the proposed rule change as constituting a ‘‘non-controversial’’ rule change under paragraph (f)(6) of Rule 19b–4 under the Act,3 which renders the proposal effective upon receipt of this filing by the Commission. The Commission is publishing this notice to 29 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 17 CFR 240.19b–4(f)(6). 1 15 PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 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 FINRA is proposing to postpone until February 2, 2015, the implementation date of the requirement that alternative trading systems (‘‘ATSs’’) use unique market participant identifiers (‘‘MPIDs’’) when reporting order and trade information to FINRA. The proposed rule change does not make any changes to the text of FINRA rules. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, FINRA included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. FINRA has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, Proposed Rule Change 1. Purpose On January 17, 2014, the Commission approved SR–FINRA–2013–042, a proposed rule change to (i) adopt Rule 4552 to require ATSs to report to FINRA weekly volume information and number of trades regarding securities transactions within the ATS; and (ii) amend Rules 6160, 6170, 6480, and 6720 to require each ATS to acquire and use a single, unique MPID when reporting information to FINRA.4 Rule 4552 was implemented on May 12, 2014, and the MPID requirement for ATSs is currently scheduled to be implemented on November 10, 2014.5 The proposed rule change postpones the implementation date for ATSs to 4 See Securities Exchange Act Release No. 71341 (January 17, 2014), 79 FR 4213 (January 24, 2014) (Order Approving SR–FINRA–2013–042). On April 3, 2014, FINRA filed with the Commission for immediate effectiveness a proposed rule change to amend Rules 6160, 6170, 6480, and 6720 to permit an ATS that trades both TRACE-Eligible Securities and equity securities (OTC Equity Securities or NMS stocks) to use two MPIDs, rather than a single unique MPID, if each MPID is used exclusively for either TRACE-Eligible Securities or equity securities. See Securities Exchange Act Release No. 71911 (April 9, 2014), 79 FR 21316 (April 15, 2014). 5 See Regulatory Notice 14–07 (February 2014). E:\FR\FM\17OCN1.SGM 17OCN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 79, Number 201 (Friday, October 17, 2014)]
[Notices]
[Pages 62492-62500]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-24683]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73342; File No. SR-NYSEArca-2014-114]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To List and Trade Shares of the iShares
Interest Rate Hedged 0-5 Year High Yield Bond ETF, iShares Interest
Rate Hedged 10+ Year Credit Bond ETF, and the iShares Interest Rate
Hedged Emerging Markets Bond ETF Under NYSE Arca Equities Rule 8.600

October 10, 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 September 29, 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. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

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

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

The Exchange proposes to list and trade the following under NYSE
Arca Equities Rule 8.600 (``Managed Fund Shares''): iShares Interest
Rate Hedged 0-5 Year High Yield Bond ETF; iShares Interest Rate Hedged
10+ Year Credit Bond ETF; and the iShares Interest Rate Hedged Emerging
Markets 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
Statutory Basis for, the Proposed Rule Change

1. Purpose
The Exchange proposes to list and trade shares (``Shares'') of the
following under NYSE Arca Equities Rule 8.600, which governs the
listing and trading of Managed Fund Shares: \4\ iShares Interest Rate
Hedged 0-5 Year High Yield Bond

[[Page 62493]]

ETF; iShares Interest Rate Hedged 10+ Year Credit Bond ETF; and the
iShares Interest Rate Hedged Emerging Markets Bond ETF (each, a
``Fund'' and collectively, the ``Funds''). The Shares of the Funds will
be offered by iShares U.S. ETF Trust (the ``Trust'').\5\ The Trust is
registered with the Commission as an open-end management investment
company.\6\ BlackRock Fund Advisors (``BFA'') will serve as the
investment adviser to the Funds (the ``Adviser''). BFA is an indirect
wholly-owned subsidiary of BlackRock, Inc. BlackRock Investments, LLC
(the ``Distributor'') will be the principal underwriter and distributor
of the Funds' Shares. State Street Bank and Trust Company (the
``Administrator'', ``Custodian'' or ``Transfer Agent'') will serve as
administrator, custodian and transfer agent for the Funds.
---------------------------------------------------------------------------

\4\ A Managed Fund Share is a security that represents an
interest in an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an
open-end investment company or similar entity that invests in a
portfolio of securities selected by its investment adviser
consistent with its investment objectives and policies. In contrast,
an open-end investment company that issues Investment Company Units,
listed and traded on the Exchange under NYSE Arca Equities Rule
5.2(j)(3), seeks to provide investment results that correspond
generally to the price and yield performance of a specific foreign
or domestic stock index, fixed income securities index or
combination thereof.
\5\ The Commission has previously approved listing and trading
on the Exchange of a number of actively managed funds under Rule
8.600. See, e.g., Securities Exchange Act Release Nos. 57801 (May 8,
2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-2008-31) (order
approving Exchange listing and trading of twelve actively-managed
funds of the WisdomTree Trust); 72138 (May 9, 2014), 79 FR 27958
(May 15, 2014) (File No. SR-NYSEArca-2014-23) (order approving
Exchange listing and trading of shares of the iShares Interest Rate
Hedged Corporate Bond ETF and iShares Interest Rate Hedged High
Yield Bond ETF).
\6\ The Trust is registered under the 1940 Act. On December 6,
2013, the Trust filed with the Commission a registration statement
on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a) and
under the 1940 Act relating to the iShares Interest Rate Hedged 0-5
Year High Yield Bond ETF (``High Yield Bond Registration
Statement''); iShares Interest Rate Hedged 10+ Year Credit Bond ETF
(``Credit Bond Registration Statement''); and the iShares Interest
Rate Hedged Emerging Markets Bond ETF (``Emerging Markets Bond
Registration Statement'' and, together with the High Yield Bond
Registration Statement and the Credit Bond Registration Statement,
the ``Registration Statements'') (File Nos. 333-179904 and 811-
22649). The description of the operation of the Trust and the Funds
herein is based, in part, on the Registration Statements. 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. 29571 (File No. 812-13601) (``Exemptive
Order'').
---------------------------------------------------------------------------

Commentary .06 to Rule 8.600 provides that, if the investment
adviser to the investment company issuing Managed Fund Shares is
affiliated with a broker-dealer, such investment adviser shall erect a
``fire wall'' between the investment adviser and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such investment company portfolio. Commentary .06 further
requires that personnel who make decisions on the open-end fund's
portfolio composition must be subject to procedures designed to prevent
the use and dissemination of material nonpublic information regarding
the open-end fund's portfolio.\7\ Commentary .06 to Rule 8.600 is
similar to Commentary .03(a)(i) and (iii) to NYSE Arca Equities Rule
5.2(j)(3); however, Commentary .06 in connection with the establishment
of a ``fire wall'' between the investment adviser and the broker-dealer
reflects the applicable open-end fund's portfolio, not an underlying
benchmark index, as is the case with index-based funds. The Adviser is
not registered as a broker-dealer but is affiliated with multiple
broker-dealers and has implemented a ``fire wall'' with respect to such
broker-dealers regarding access to information concerning the
composition and/or changes to a Fund's portfolio. In the event (a) the
Adviser or any sub-adviser registers as a broker-dealer or becomes
newly affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser is a registered broker-dealer, or becomes affiliated with a
broker-dealer, it will implement a fire wall with respect to its
relevant personnel or its broker-dealer affiliate regarding access to
information concerning the composition and/or changes to a portfolio,
and will be subject to procedures designed to prevent the use and
dissemination of material non-public information regarding such
portfolio.
---------------------------------------------------------------------------

\7\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (the ``Advisers
Act''). As a result, the Adviser and its related personnel are
subject to the provisions of Rule 204A-1 under the Advisers Act
relating to codes of ethics. This Rule requires investment advisers
to adopt a code of ethics that reflects the fiduciary nature of the
relationship to clients as well as compliance with other applicable
securities laws. Accordingly, procedures designed to prevent the
communication and misuse of non-public information by an investment
adviser must be consistent with Rule 204A-1 under the Advisers Act.
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful
for an investment adviser to provide investment advice to clients
unless such investment adviser has (i) adopted and implemented
written policies and procedures reasonably designed to prevent
violation, by the investment adviser and its supervised persons, of
the Advisers Act and the Commission rules adopted thereunder; (ii)
implemented, at a minimum, an annual review regarding the adequacy
of the policies and procedures established pursuant to subparagraph
(i) above and the effectiveness of their implementation; and (iii)
designated an individual (who is a supervised person) responsible
for administering the policies and procedures adopted under
subparagraph (i) above.
---------------------------------------------------------------------------

iShares Interest Rate Hedged 0-5 Year High Yield Bond ETF
According to the High Yield Bond Registration Statement, the Fund
will seek to mitigate the interest rate risk of a portfolio composed of
U.S. dollar-denominated, high yield corporate bonds with remaining
maturities of less than five years. The Fund will seek to achieve its
investment objective by investing, under normal circumstances,\8\ at
least 80% of its net assets in U.S. dollar-denominated high yield
corporate bonds with remaining maturities of less than five years, in
one or more investment companies (exchange-traded and non-exchange-
traded) that principally invest in high yield bonds, in U.S. Treasury
securities (or cash equivalents), and by taking short positions in U.S.
Treasury futures, other interest rate futures contracts, and interest
rate swaps.\9\
---------------------------------------------------------------------------

\8\ The term ``under normal circumstances'' includes, but is not
limited to, the absence of extreme volatility or trading halts in
the equity 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.
\9\ Futures will be exchange traded, and swaps will be centrally
cleared. All derivatives will be collateralized.
---------------------------------------------------------------------------

According to the High Yield Bond Registration Statement, the Fund
intends to initially invest a substantial portion of its assets in one
underlying fund, the iShares 0-5 Year High Yield Corporate Bond ETF
(the ``Underlying High Yield Corporate Bond Fund''). The Fund will
attempt to mitigate the interest rate risk primarily through the use of
U.S. Treasury futures contracts and interest rate swaps. The Fund may
also take short positions in other interest rate futures contracts,
including but not limited to, Eurodollar and Federal Funds futures. The
Fund will invest only in futures contracts 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.\10\
---------------------------------------------------------------------------

\10\ See note 27, infra.
---------------------------------------------------------------------------

BFA will utilize a model-based proprietary investment process to
assemble an investment portfolio comprised of (i) long positions in the
Underlying High Yield Corporate Bond Fund, (ii) long positions in U.S.
dollar-denominated high yield corporate bonds, (iii) long positions in
U.S. Treasury securities and (iv) short positions in U.S. Treasury
futures, other interest rate futures contracts, and interest rate
swaps. The short positions are expected to have, in the aggregate,
approximately equivalent duration to the underlying securities in the
Underlying High Yield Corporate Bond Fund and to the high yield
corporate bonds. By taking these short positions, BFA will seek to
mitigate the potential impact of rising interest rates on the
performance of the Underlying High Yield Corporate Bond Fund and the

[[Page 62494]]

high yield corporate bonds (conversely also limiting the potential
positive impact of falling interest rates). The short positions will
not be intended to mitigate other factors influencing the price of high
yield bonds, such as credit risk, which may have a greater impact than
rising or falling interest rates. Relative to a long-only investment in
the same high yield bonds, the Fund's investment strategy is designed
to outperform in a rising interest rate environment and underperform in
a falling interest rate environment.
iShares Interest Rate Hedged 10+ Year Credit Bond ETF
According to the Credit Bond Registration Statement, the Fund will
seek to mitigate the interest rate risk of a portfolio composed of
investment-grade U.S. corporate bonds and U.S. dollar-denominated
bonds, including those of non-U.S. corporations and governments, with
remaining maturities greater than ten years. The Fund will seek to
achieve its investment objective by investing, under normal
circumstances, at least 80% of its net assets in investment-grade U.S.
corporate bonds and U.S. dollar-denominated bonds, including those of
non-U.S. corporations and governments, with remaining maturities
greater than ten years, in one or more investment companies (exchange-
traded and non-exchange-traded) that principally invest in investment-
grade bonds, in U.S. Treasury securities (or cash equivalents), and by
taking short positions in U.S. Treasury futures, other interest rate
futures contracts, and interest rate swaps.\11\
---------------------------------------------------------------------------

\11\ See note 9, supra.
---------------------------------------------------------------------------

According to the Credit Bond Registration Statement, the Fund
intends to initially invest a substantial portion of its assets in one
underlying fund, the iShares 10+ Year Credit Bond ETF (the ``Underlying
Credit Bond Fund''). The Fund will attempt to mitigate the interest
rate risk primarily through the use of U.S. Treasury futures contracts
and interest rate swaps. The Fund may also invest in other interest
rate futures contracts, including but not limited to, Eurodollar and
Federal Funds futures. The Fund will invest only in futures contracts
that are traded on an exchange that is a member of the ISG or with
which the Exchange has in place a comprehensive surveillance sharing
agreement.
BFA will utilize a model-based proprietary investment process to
assemble an investment portfolio comprised of (i) long positions in the
Underlying Credit Bond Fund, (ii) long positions in U.S. dollar-
denominated investment-grade corporate bonds, (iii) long positions in
U.S. Treasury securities, and (iv) short positions in U.S. Treasury
futures, other interest rate futures contracts, and interest rate
swaps. The short positions are expected to have, in the aggregate,
approximately equivalent duration to the underlying securities in the
Underlying Credit Bond Fund and to the investment-grade corporate
bonds. By taking these short positions, BFA will seek to mitigate the
potential impact of rising interest rates on the performance of the
Underlying Credit Bond Fund and the investment-grade corporate bonds
(conversely also limiting the potential positive impact of falling
interest rates). The short positions are not intended to mitigate other
factors influencing the price of investment-grade bonds, such as credit
risk, which may have a greater impact than rising or falling interest
rates. Relative to a long-only investment in the same investment-grade
bonds, the Fund's investment strategy is designed to outperform in a
rising interest rate environment and underperform in a falling interest
rate environment.
Shares Interest Rate Hedged Emerging Markets Bond ETF
According to the Emerging Markets Bond Registration Statement, the
Fund will seek to mitigate the interest rate risk of a portfolio
composed of U.S. dollar-denominated, emerging market bonds. The Fund
will seek to achieve its investment objective by investing, under
normal circumstances, at least 80% of its net assets in U.S. dollar-
denominated emerging market bonds, in one or more investment companies
(exchange-traded and non-exchange-traded) that principally invest in
emerging market bonds, in U.S. Treasury securities (or cash
equivalents), and by taking short positions in U.S. Treasury futures,
other interest rate futures contracts, and interest rate swaps.\12\
---------------------------------------------------------------------------

\12\ See note 9, supra.
---------------------------------------------------------------------------

According to the Emerging Markets Bond Registration Statement, the
Fund intends to initially invest a substantial portion of its assets in
one underlying fund, the iShares J.P. Morgan USD Emerging Markets Bond
ETF (the ``Underlying Emerging Markets Bond Fund''). The Fund will
attempt to mitigate the interest rate risk primarily through the use of
U.S. Treasury futures contracts and interest rate swaps. The Fund may
also take short positions in other interest rate futures contracts,
including but not limited to, Eurodollar and Federal Funds futures. The
Fund will invest only in futures contracts that are traded on an
exchange that is a member of the ISG or with which the Exchange has in
place a comprehensive surveillance sharing agreement. The Underlying
Emerging Markets Bond Fund may invest in non-U.S. securities, emerging
markets securities and debt instruments.
BFA will utilize a model-based proprietary investment process to
assemble an investment portfolio comprised of (i) long positions in the
Underlying Emerging Markets Bond Fund, (ii) long positions in U.S.
dollar-denominated emerging market bonds, (iii) long positions in U.S.
Treasury securities, and (iv) short positions in U.S. Treasury futures,
other interest rate futures contracts, and interest rate swaps. The
short positions are expected to have, in the aggregate, approximately
equivalent duration to the underlying securities in the Underlying
Emerging Markets Bond Fund and to the emerging market bonds. By taking
these short positions, BFA will seek to mitigate the potential impact
of rising interest rates on the performance of the Underlying Emerging
Markets Bond Fund and the emerging market bonds (conversely also
limiting the potential positive impact of falling interest rates). The
short positions are not intended to mitigate other factors influencing
the price of emerging market bonds, such as credit risk, which may have
a greater impact than rising or falling interest rates. Relative to a
long-only investment in the same emerging market bonds, the Fund's
investment strategy is designed to outperform in a rising interest rate
environment and underperform in a falling interest rate environment.
Other Investments
While each Fund, under normal circumstances, will invest at least
80% of its net assets in its investments as described above, a Fund may
directly invest in certain other investments, as described below. The
Funds may temporarily depart from its normal investment process,\13\
provided that the alternative, in the opinion of BFA, is consistent
with a Fund's investment objective and is in the best interest of a
Fund. However, BFA will not seek to actively time market movements.
---------------------------------------------------------------------------

\13\ Circumstances under which a Fund may temporarily depart
from its normal investment process include, but are not limited to,
extreme volatility or trading halts in the equity 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.
---------------------------------------------------------------------------

A Fund may hold up to an aggregate amount of 15% of its net assets
in

[[Page 62495]]

illiquid assets (calculated at the time of investment), including Rule
144A securities deemed illiquid by the Adviser, consistent with
Commission guidance.\14\ Each 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 a Fund's net assets are held in
illiquid assets. Illiquid assets include assets subject to contractual
or other restrictions on resale and other instruments that lack readily
available markets as determined in accordance with Commission staff
guidance.\15\
---------------------------------------------------------------------------

\14\ In reaching liquidity decisions, the Adviser may consider
factors including: The frequency of trades and quotes for the
security; the number of dealers wishing to purchase or sell the
security and the number of other potential purchasers; dealer
undertakings to make a market in the security; the nature of the
security and the nature of the marketplace in which it trades (e.g.,
the time needed to dispose of the security, the method of soliciting
offers and the mechanics of transfer); any legal or contractual
restrictions on the ability to transfer the security or asset;
significant developments involving the issuer or counterparty
specifically (e.g., default, bankruptcy, etc.) or the securities
markets generally; and settlement practices, registration
procedures, limitations on currency conversion or repatriation, and
transfer limitations (for foreign securities or other assets).
\15\ The Commission has stated that long-standing Commission
guidelines have required open-end funds to hold no more than 15% of
their net assets in illiquid securities and other illiquid assets.
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR
14618 (March 18, 2008), footnote 34. See also, Investment Company
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31,
1970) (Statement Regarding ``Restricted Securities''); Investment
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio
security is illiquid if it cannot be disposed of in the ordinary
course of business within seven days at approximately the value
ascribed to it by the fund. See Investment Company Act Release No.
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990)
(adopting Rule 144A under the Securities Act of 1933).
---------------------------------------------------------------------------

Each Fund may invest in repurchase and reverse repurchase
agreements. A repurchase agreement is an instrument under which the
purchaser (i.e., a Fund or an ``Underlying Fund'' \16\) acquires the
security and the seller agrees, at the time of the sale, to repurchase
the security at a mutually agreed upon time and price, thereby
determining the yield during the purchaser's holding period. Reverse
repurchase agreements involve the sale of securities with an agreement
to repurchase the securities at an agreed-upon price, date and interest
payment and have the characteristics of borrowing.
---------------------------------------------------------------------------

\16\ Each of the Underlying High Yield Corporate Bond Fund,
Underlying Credit Bond Fund, and Underlying Emerging Markets Bond
Fund, are referred to herein as an ``Underlying Fund,'' or,
collectively, the ``Underlying Funds''.
---------------------------------------------------------------------------

Each Fund may invest in money market instruments on an ongoing
basis to provide liquidity or for other reasons. Money market
instruments are generally short-term investments that may include but
are not limited to: (i) Shares of money market funds (including those
advised by BFA or otherwise affiliated with BFA); (ii) obligations
issued or guaranteed by the U.S. government, its agencies or
instrumentalities (including government-sponsored enterprises); (iii)
negotiable certificates of deposit (``CDs''), bankers' acceptances,
fixed-time deposits and other obligations of U.S. and non-U.S. banks
(including non-U.S. branches) and similar institutions; (iv) commercial
paper rated, at the date of purchase, ``Prime-1'' by Moody's[supreg]
Investors Service, Inc., ``F-1'' by Fitch Inc., or ``A-1'' by Standard
& Poor's[supreg] (``S&P[supreg]''), or if unrated, of comparable
quality as determined by BFA; (v) non-convertible corporate debt
securities (e.g., bonds and debentures) with remaining maturities at
the date of purchase of not more than 397 days and that satisfy the
rating requirements set forth in Rule 2a-7 under the 1940 Act; and (vi)
short-term U.S. dollar-denominated obligations of non-U.S. banks
(including U.S. branches) that, in the opinion of BFA, are of
comparable quality to obligations of U.S. banks which may be purchased
by a Fund. Any of these instruments may be purchased on a current or
forward-settled basis. Time deposits are non-negotiable deposits
maintained in banking institutions for specified periods of time at
stated interest rates.
A Fund may invest in options that are traded on a U.S. or non-U.S.
exchange and that reference U.S. Treasury securities. To the extent
that a Fund invests in options, not more than 10% of such investment
would be in options whose principal trading market is not a member of
ISG or is a market with which the Exchange does not have a
comprehensive surveillance sharing agreement.
A Fund or the Underlying Funds may invest in debt securities of
non-U.S. issuers and may invest in privately-issued debt securities.
Each Fund will be classified as a ``diversified'' investment
company under the 1940 Act.\17\
---------------------------------------------------------------------------

\17\ The diversification standard is set forth in Section
5(b)(1) of the 1940 Act.
---------------------------------------------------------------------------

Each Fund will not purchase the securities of issuers conducting
their principal business activity in the same industry if, immediately
after the purchase and as a result thereof, the value of a Fund's
investments in that industry would equal or exceed 25% of the current
value of a Fund's total assets, provided that this restriction does not
limit a Fund's: (i) Investments in securities of other investment
companies; (ii) investments in securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities; (iii) investments
in securities of state, territory, possession or municipal governments
and their authorities, agencies, instrumentalities or political
subdivisions; or (iv) investments in repurchase agreements
collateralized by any such obligations.\18\
---------------------------------------------------------------------------

\18\ 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).
---------------------------------------------------------------------------

Each Fund intends to qualify for and to elect treatment as a
separate regulated investment company (``RIC'') under Subchapter M of
the Internal Revenue Code.\19\
---------------------------------------------------------------------------

\19\ 26 U.S.C. 851 et seq.
---------------------------------------------------------------------------

Each Fund's investments will be consistent with its investment
objective.
The Shares
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 Funds will be in
compliance with Rule 10A-3 \20\ under the Act, as provided by NYSE Arca
Equities Rule 5.3. A minimum of 100,000 Shares for each Fund will be
outstanding at the commencement of trading on the Exchange. The
Exchange will obtain a representation from the issuer of the Shares
that the net asset value (``NAV'') per Share of each Fund will be
calculated daily and that the NAV and the Disclosed Portfolio as
defined in NYSE Arca Equities Rule 8.600(c)(2) will be made available
to all market participants at the same time.
---------------------------------------------------------------------------

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

Creation and Redemption of Shares
According to the Registration Statements, each Fund will issue and
redeem Shares on a continuous basis at NAV only in large specified
numbers of Shares called a ``Creation Unit''.
The consideration for purchase of Creation Units of each Fund
generally will consist of the in-kind deposit of a designated portfolio
of securities (including any portion of such securities for which cash
may be substituted) (i.e., the Deposit Securities (as defined

[[Page 62496]]

below)) and the Cash Component (as defined below) computed as described
below. Together, the Deposit Securities and the Cash Component
constitute the ``Fund Deposit,'' which will be applicable (subject to
possible amendment or correction) to creation requests received in
proper form. The Fund Deposit represents the minimum initial and
subsequent investment amount for a Creation Unit of a Fund.
The Cash Component will 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, and serves to compensate for any differences between the
NAV per Creation Unit and the Deposit Amount.
BFA will make available through the National Securities Clearing
Corporation (``NSCC'') on each business day, prior to the opening of
business on the Exchange, the list of names and the required number or
par value of each Deposit Security and the amount of the Cash Component
to be included in the current Fund Deposit (based on information as of
the end of the previous business day) for the applicable Fund. Such
Fund Deposit is applicable, subject to any adjustments as described
below, in order to effect purchases of Creation Units of Shares of a
Fund until such time as the next-announced Fund Deposit is made
available.
The identity and number or par value of the Deposit Securities may
change pursuant to changes in the composition of a Fund's portfolio and
as rebalancing adjustments and corporate action events occur from time
to time. The composition of the Deposit Securities may also change in
response to adjustments to the weighting or composition of the
component securities constituting a Fund's portfolio.
The portfolio of securities required for purchase of a Creation
Unit may not be identical to the portfolio of securities a Fund will
deliver upon redemption of Fund Shares. The Deposit Securities and Fund
Securities (as defined below), as the case may be, in connection with a
purchase or redemption of a Creation Unit, generally will correspond
pro rata to the securities held by such Fund.
Each Fund reserves the right to permit or require the substitution
of a ``cash in lieu'' amount to be added to the Cash Component to
replace any Deposit Security that may not be available in sufficient
quantity for delivery or that may not be eligible for transfer through
the Depository Trust Company (``DTC'') or through the continuous net
settlement system of the NSCC. Each Fund also reserves the right to
permit or require a ``cash in lieu'' amount in certain other
circumstances, including circumstances in which (i) the delivery of the
Deposit Security by the authorized participant would be restricted
under applicable securities laws or (ii) the delivery of the Deposit
Security to the authorized participant would result in the disposition
of the Deposit Security by the authorized participant becoming
restricted under applicable securities laws, or in certain other
situations. The Adviser represents that, to the extent the Trust
permits or requires a ``cash in lieu'' amount, such transactions will
be effected in the same manner or in an equitable manner for all
authorized participants.
Creation Units may be purchased only by or through a DTC
participant that has entered into an authorized participant agreement
(as described in the Registration Statements) with the Distributor.
Except as noted below, all creation orders must be placed for one or
more Creation Units and must be received by the Distributor in proper
form no later than the closing time of the regular trading session of
the Exchange (normally 4 p.m., Eastern time) in each case on the date
such order is placed in order for creation of Creation Units to be
effected based on the NAV of Shares of a Fund as next determined on
such date after receipt of the order in proper form. Orders requesting
substitution of a ``cash in lieu'' amount generally must be received by
the Distributor no later than 4 p.m., Eastern time. On days when the
Exchange or other markets close earlier than normal, a Fund may require
orders to create Creation Units to be placed earlier in the day. A Fund
may also require orders to create Creation Units to be placed earlier
in the day, as approved by the Trust's Board of Directors (``Board'')
and as disclosed to investors. A standard creation transaction fee will
be imposed to offset the transfer and other transaction costs
associated with the issuance of Creation Units.
Shares of a Fund may be redeemed only in Creation Units at their
NAV next determined after receipt of a redemption request in proper
form by the Distributor and only on a business day. BFA will make
available through the NSCC, prior to the opening of business on the
Exchange on each business day, the designated portfolio of securities
(including any portion of such securities for which cash may be
substituted) that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form on that day
(``Fund Securities''). Fund Securities received on redemption may not
be identical to Deposit Securities that are applicable to creations of
Creation Units.
Unless cash redemptions are available or specified for a Fund, the
redemption proceeds for a Creation Unit generally will consist of a
specified amount of cash, Fund Securities, plus additional cash in an
amount equal to the difference between the NAV of the Shares being
redeemed, as next determined after the receipt of a request in proper
form, and the value of the specified amount of cash and Fund
Securities, less a redemption transaction fee. Each Fund currently will
redeem Shares for Fund Securities, but each Fund reserves the right to
utilize a ``cash'' option for redemption of Shares.
A standard redemption transaction fee will be imposed to offset
transfer and other transaction costs that may be incurred by a Fund.
Redemption requests for Creation Units of a Fund must be submitted
to the Distributor by or through an authorized participant no later
than 4 p.m. Eastern time on any business day (or such earlier time as
approved by the Board and as disclosed to investors), in order to
receive that day's NAV. The authorized participant must transmit the
request for redemption in the form required by a Fund to the
Distributor in accordance with procedures set forth in the authorized
participant agreement.
Determination of Net Asset Value
According to the Registration Statements, the NAV of each Fund
normally will be determined once each business day, generally as of the
regularly scheduled close of business of the New York Stock Exchange
(``NYSE'') (normally 4 p.m., Eastern time) on each day that the NYSE is
open for trading, based on prices at the time of closing, provided that
(a) any Fund assets or liabilities denominated in currencies other than
the U.S. dollar will be translated into U.S. dollars at the prevailing
market rates on the date of valuation as quoted by one or more data
service providers, and (b) U.S. fixed-income assets may be valued as of
the announced closing time for trading in fixed-income instruments in a
particular market or exchange. The NAV of each Fund may be determined,
and the Underlying Funds may be valued, at such earlier time as
approved by the Board and as disclosed to investors. The NAV per Share
of each Fund will be calculated by dividing the value of the net assets
of each Fund (i.e., the value of its total assets less total
liabilities) by the total number of outstanding Shares

[[Page 62497]]

of a Fund, generally rounded to the nearest cent.
The value of the securities and other assets and liabilities held
by each Fund will be determined pursuant to valuation policies and
procedures approved by the Board.
Except as described below, each Fund will value fixed-income
portfolio securities, including money market instruments and U.S.
government securities, using prices provided directly from one or more
broker-dealers, market makers, or independent third-party pricing
services which may use matrix pricing and valuation models, as well as
recent market transactions for the same or similar assets, to derive
values. Certain money market instruments with maturities of 60 days or
less will generally be valued on the basis of amortized cost.
Repurchase agreements and reverse repurchase agreements generally will
be valued at par.
Exchange-traded options are [sic] generally will be valued at the
mean of the last bid and ask prices as quoted on the exchange or the
board of trade on which such options are traded. Futures contracts,
including U.S. Treasury futures contracts, will be valued at their last
sale price or settle price as of the close of the applicable exchange.
Swap agreements and other derivatives will generally be valued
based upon quotations from market makers or by a pricing service in
accordance with valuation procedures approved by the Board.
Investments in other investment companies will be valued using
market valuations. Investment companies that are exchange traded will
generally be valued using the last reported official closing price or
last trading price on the exchange or other market on which the fund is
primarily traded at the time of valuation. Investment companies that
are not exchange traded will be valued at their net asset value.
Generally, trading in U.S. Treasury futures, non-U.S. securities,
U.S. government securities, money market instruments and certain fixed-
income securities is substantially completed each day at various times
prior to the close of business on the NYSE. The values of such
securities used in computing the NAV of each Fund will be determined as
of such times.
When market quotations are not readily available or are believed by
BFA to be unreliable, each Fund's investments will be valued at fair
value. Fair value determinations will be made by BFA in accordance with
policies and procedures approved by the Trust's Board. BFA may conclude
that a market quotation is not readily available or is unreliable if a
security or other asset or liability does not have a price source due
to its lack of liquidity, if a market quotation differs significantly
from recent price quotations or otherwise no longer appears to reflect
fair value, where the security or other asset or liability is thinly
traded, or where there is a significant event subsequent to the most
recent market quotation. A ``significant event'' is an event that, in
the judgment of BFA, is likely to cause a material change to the
closing market price of the asset or liability held by a Fund.
Availability of Information
The Funds' Web site (www.ishares.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for a Fund that may be downloaded. The Funds' Web
site will include additional quantitative information updated on a
daily basis, including, for the Funds, (1) the prior business day's
reported closing price, NAV and mid-point of the bid/ask spread at the
time of calculation of such NAV (the ``Bid/Ask Price''),\21\ and a
calculation of the premium and discount of the Bid/Ask Price against
the NAV, and (2) data in chart format displaying the frequency
distribution of discounts and premiums of the daily Bid/Ask Price
against the NAV, within appropriate ranges, for each of the four
previous calendar quarters. On each business day, before commencement
of trading in Shares in the Core Trading Session on the Exchange, each
Fund will disclose on its Web site the Disclosed Portfolio that will
form the basis for such Fund's calculation of NAV at the end of the
business day.\22\
---------------------------------------------------------------------------

\21\ The Bid/Ask Price of each Fund 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 a Fund's NAV. The records relating to
Bid/Ask Prices will be retained by the Funds and their service
providers.
\22\ Under accounting procedures followed by the Funds, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). Accordingly, the Funds
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, a Fund will disclose for each portfolio security
or other financial instrument of each Fund the following information on
the Funds' Web site: Ticker symbol (if applicable), name of security or
financial instrument, number of shares (if applicable) and dollar value
of 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.
In addition, a basket composition file, which includes the security
names and share quantities required to be delivered in exchange for
each Fund's Shares, together with estimates and actual cash components,
will be publicly disseminated daily prior to the opening of the NYSE
via NSCC. The basket represents one Creation Unit of a Fund.
Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), each Fund's Shareholder Reports, and the Trust's
Form N-CSR and Form N-SAR, filed twice a year. The Trust's SAI and
Shareholder Reports are available free upon request from the Trust, and
those documents and the Form N-CSR and Form N-SAR may be viewed on-
screen or downloaded from the Commission's Web site at www.sec.gov.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's closing price and trading volume
information for the Shares will be published daily in the financial
section of newspapers. Quotation and last sale information for the
Shares of each Fund and the shares of the Underlying Funds and any
exchange-traded funds held by each Fund will be available via the
Consolidated Tape Association (``CTA'') high-speed line. Quotation and
last sale information for U.S. exchange-listed options contracts
cleared by the Options Clearing Corporation will be available via the
Options Price Reporting Authority. In addition, the Indicative
Optimized Portfolio Value (``IOPV''),\23\ which is the Portfolio
Indicative Value as defined in NYSE Arca Equities Rule 8.600(c)(3),
will be widely disseminated at least every 15 seconds during the Core
Trading Session by one or more major market data vendors.\24\ The

[[Page 62498]]

dissemination of the IOPV, together with the Disclosed Portfolio, will
allow investors to determine the value of the underlying portfolio of
each Fund on a daily basis and to provide a close estimate of that
value throughout the trading day. The intra-day, closing and settlement
prices of exchange-traded portfolio assets, including investment
companies, money market instruments, futures and options will be
readily available from the securities exchanges and futures exchanges
trading such securities and futures, as the case may be, automated
quotation systems, published or other public sources, or on-line
information services such as Bloomberg or Reuters. Such price
information on fixed income portfolio securities, including money
market instruments, and other Fund assets traded in over-the-counter
markets including bonds and money market instruments is available from
major broker-dealer firms or market data vendors, as well as from
automated quotation systems, published or other public sources, or
online information services.
---------------------------------------------------------------------------

\23\ According to the Registration Statements, the IOPV
calculations will be estimates of the value of each Fund's NAV per
Share using market data converted into U.S. dollars at the current
currency rates. The IOPV price will be based on quotes and closing
prices from the securities' local market and may not reflect events
that occur subsequent to the local market's close. Premiums and
discounts between the IOPV and the market price may occur. This
should not be viewed as a ``real-time'' update of the NAV per Share
of the Funds, which will be calculated only once a day. The
quotations of certain Fund holdings may not be updated during U.S.
trading hours if such holdings do not trade in the United States.
\24\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available IOPVs
taken from CTA or other data feeds.
---------------------------------------------------------------------------

Additional information regarding the Trust and the Shares,
including investment strategies, risks, creation and redemption
procedures, fees, portfolio holdings disclosure policies, distributions
and taxes is included in the Registration Statements. All terms
relating to the Funds that are referred to, but not defined in, this
proposed rule change are defined in the Registration Statements.
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 Funds.\25\ Trading in Shares of a 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 a 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 a Fund may be
halted.
---------------------------------------------------------------------------

\25\ 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 a.m. to 8 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.
Surveillance
The Exchange represents that trading in the Shares will be subject
to the existing surveillance procedures 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.\26\ 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.
---------------------------------------------------------------------------

\26\ 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 Exchange's current trading surveillance focuses on detecting
securities trading outside their normal patterns. 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 of the Funds, exchange-traded equity
securities, futures and options contracts 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 of the Funds, exchange-traded equity securities, futures and
options contracts from such markets and other entities. In addition,
The Exchange may obtain information regarding trading in the Shares of
the Funds, exchange-traded equity securities, futures and options
contracts from ISG member markets or markets with which the Exchange
has in place a comprehensive surveillance sharing agreement.\27\ In
addition, FINRA, on behalf of the Exchange, is able to access, as
needed, trade information for certain fixed income instruments reported
to FINRA's Trade Reporting and Compliance Engine (``TRACE'').
---------------------------------------------------------------------------

\27\ 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 a Fund may trade on markets that are members
of ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.
---------------------------------------------------------------------------

With respect to its exchange-traded equity securities investments,
a Fund will invest only in equity securities that trade in markets that
are members of the ISG or are parties to a comprehensive surveillance
sharing agreement with the Exchange. To the extent that a Fund invests
in options, not more than 10% of such investment would be in options
whose principal trading market is not a member of ISG or is a market
with which the Exchange does not have a comprehensive surveillance
sharing agreement. The Fund will invest only in futures contracts that
are traded on an exchange that is a member of the ISG or with which the
Exchange has in place 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 (``ETP'') 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 ETP 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 IOPV will not be calculated or publicly
disseminated; (4) how information regarding the IOPV and Disclosed
Portfolio for a Fund is disseminated; (5) the requirement that ETP
Holders deliver a prospectus to investors purchasing newly issued
Shares prior to or concurrently with the

[[Page 62499]]

confirmation of a transaction; and (6) trading information.
In addition, the Bulletin will reference that each Fund is subject
to various fees and expenses described in the Registration Statements.
The Bulletin will discuss any exemptive, no-action, and interpretive
relief granted by the Commission from any rules under the Act. The
Bulletin will also disclose that the NAV for the Shares will be
calculated after 4 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) \28\ 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.
---------------------------------------------------------------------------

\28\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NYSE Arca Equities Rule
8.600. The Exchange has in place surveillance procedures that are
adequate to properly monitor trading in the Shares in all trading
sessions and to deter and detect violations of Exchange rules and
applicable federal securities laws. The Adviser has implemented a
``fire wall'' with respect to its affiliated broker-dealers regarding
access to information concerning the composition and/or changes to a
Fund's portfolio. FINRA, on behalf of the Exchange, will communicate as
needed regarding trading in the Shares of the Funds, exchange-traded
equity securities, futures and options contracts 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 of the Funds, exchange-traded equity securities, futures and
options contracts from such markets and other entities. In addition,
the Exchange may obtain information regarding trading in the Shares of
the Funds as well as underlying equity securities, futures and options
contracts from ISG member markets or markets with which the Exchange
has in place a comprehensive surveillance sharing agreement. A 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 Adviser. With respect to its
exchange-traded equity securities investments, a Fund will invest only
in equity securities that trade in markets that are members of the ISG
or are parties to a comprehensive surveillance sharing agreement with
the Exchange. To the extent that a Fund invests in options, not more
than 10% of such investment would be in options whose principal trading
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 of each Fund will be calculated daily and
that the NAV and the Disclosed Portfolio for each Fund will be made
available to all market participants at the same time. In addition, a
large amount of information is publicly available regarding the Funds
and the Shares, thereby promoting market transparency. Moreover, the
IOPV 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 Funds will disclose on
their Web site the Disclosed Portfolio that will form the basis for a
Fund's calculation of NAV at the end of the business day. Information
regarding market price and trading volume of the Shares will be
continually available on a real-time basis throughout the day on
brokers' computer screens and other electronic services, and quotation
and last sale information will be available via the CTA high-speed
line. The Web site for the Funds will include a form of the prospectus
for the Funds and additional data relating to NAV and other applicable
quantitative information. Moreover, prior to the commencement of
trading, the Exchange will inform its ETP Holders in an Information
Bulletin of the special characteristics and risks associated with
trading the Shares. Trading in Shares of a 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 a
Fund may be halted. In addition, as noted above, investors will have
ready access to information regarding a Fund's holdings, the IOPV, 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
additional types of actively-managed exchange-traded products that will
enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, FINRA, on behalf of the
Exchange, will communicate as needed regarding trading in the Shares of
the Funds, exchange-traded equity securities, futures and options
contracts 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 of the Funds, exchange-
traded equity securities, futures and options contracts from such
markets and other entities. In addition, the Exchange may obtain
information regarding trading in the Shares of the Funds, exchange-
traded equity securities, futures and options contracts 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, as noted above, investors will have ready access to
information regarding a Fund's holdings, the IOPV, the Disclosed
Portfolio, and quotation and last sale information for the Shares. The
proposed rule change would benefit investors by providing them with
additional choices of transparent and tradable products.

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 other
actively-managed exchange-traded products that hold fixed income
securities and will enhance competition among market participants, to
the benefit of investors and the marketplace.

[[Page 62500]]

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 (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 such 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-2014-114 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-2014-114. 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
a.m. and 3 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-2014-114 and should
be submitted on or November 7, 2014.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
---------------------------------------------------------------------------

\29\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-24683 Filed 10-16-14; 8:45 am]
BILLING CODE 8011-01-P

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.