Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade Shares of RiverFront Dynamic US Dividend Advantage ETF and RiverFront Dynamic US Flex-Cap ETF under NYSE Arca Equities Rule 8.600, 22651-22656 [2016-08818]

Download as PDF Federal Register / Vol. 81, No. 74 / Monday, April 18, 2016 / Notices The meetings will be held at Constitution Center at 400 7th Street SW., Washington, DC 20506. See SUPPLEMENTARY INFORMATION for meeting room numbers. FOR FURTHER INFORMATION CONTACT: Elizabeth Voyatzis, Committee Management Officer, 400 7th Street SW., Room, 4060, Washington, DC 20506; (202) 606–8322; evoyatzis@ neh.gov. ADDRESSES: Pursuant to section 10(a)(2) of the Federal Advisory Committee Act (5 U.S.C. App.), notice is hereby given of the following meetings: 1. Date: May 2, 2016. Time: 8:30 a.m. to 5:00 p.m. Room: P002. This meeting will discuss applications for the Institutes for College and University Teachers grant program, submitted to the Division of Education Programs. 2. Date: May 3, 2016. Time: 8:30 a.m. to 5:00 p.m. Room: P002. This meeting will discuss applications for the Seminars for College Teachers grant program, submitted to the Division of Education Programs. 3. Date: May 3, 2016. Time: 8:30 a.m. to 5:00 p.m. Room: Virtual Panel. This meeting will discuss applications for the Institutes for Advanced Topics in the Digital Humanities grant program, submitted to the Office of Digital Humanities. Because these meetings will include review of personal and/or proprietary financial and commercial information given in confidence to the agency by grant applicants, the meetings will be closed to the public pursuant to sections 552b(c)(4) and 552b(c)(6) of Title 5, U.S.C., as amended. I have made this determination pursuant to the authority granted me by the Chairman’s Delegation of Authority to Close Advisory Committee meetings dated July 19, 1993. SUPPLEMENTARY INFORMATION: Foundation announces the following meeting: Name: Business and Operations Advisory Committee (9556). Date/Time: May 11, 2016; 1:00 p.m. to 5:30 p.m. (EST) May 12, 2016; 9:00 a.m. to 12:00 p.m. (EST). Place: National Science Foundation, 4201 Wilson Boulevard, Arlington, Virginia 22230; Stafford I, Room 1235. Type of Meeting: Open. Contact Person: Patty Balanga, National Science Foundation, 4201 Wilson Boulevard, Arlington, VA 22230; (703) 292–8100. Purpose of Meeting: To provide advice concerning issues related to the oversight, integrity, development and enhancement of NSF’s business operations. Agenda Wednesday, May 11, 2016; 1:00 p.m.– 5:30 p.m. Welcome/Introductions; BFA/OIRM Updates; Enterprise Risk Management; From Systems to Data and Beyond; Benchmarking; Recommendations of the National Academy of Public Administration (NAPA) Study of NSF’s Use of Cooperative Agreements to Support Large Scale Investments in Science and Technology. Thursday, May 12, 2016; 9:00 a.m.– 12:00 p.m. Modernization of Business Processes and Workforce Structures: A Discussion of Lessons Learned; Discussion with Chief Operating Officer; Meeting WrapUp. Dated: April 13, 2016. Crystal Robinson, Committee Management Officer. [FR Doc. 2016–08867 Filed 4–15–16; 8:45 am] BILLING CODE 7555–01–P mstockstill on DSK4VPTVN1PROD with NOTICES Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade Shares of RiverFront Dynamic US Dividend Advantage ETF and RiverFront Dynamic US Flex-Cap ETF under NYSE Arca Equities Rule 8.600 April 12, 2016. I. Introduction On February 5, 2016, NYSE Arca, Inc. (‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to list and trade shares (‘‘Shares’’) of the following under NYSE Arca Equities Rule 8.600: RiverFront Dynamic US Dividend Advantage ETF and RiverFront Dynamic US Flex-Cap ETF (each a ‘‘Fund,’’ and collectively, ‘‘Funds’’). The Commission published notice of the proposed rule change in the Federal Register on February 25, 2016.3 On April 7, 2016, the Exchange submitted Amendment No. 1 to the proposed rule change.4 The Commission is publishing this notice to solicit comment on Amendment No. 1 to the proposed rule change from interested persons and is approving the proposed rule change, as modified by Amendment No. 1, on an accelerated basis. II. The Exchange’s Description of the Proposal 5 The Exchange proposes to list and trade the Shares under NYSE Arca Equities Rule 8.600, which governs the listing and trading of Managed Fund Shares. The Funds are each a series of U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 34– 77183 (February 19, 2016), 81 FR 9535 (February 25, 2016) (NYSEArca–2016–28) (‘‘Notice’’). 4 Amendment No. 1 replaced and superseded the original filing in its entirety. Amendment No. 1 is available at https://www.sec.gov/comments/srnysearca-2016-28/nysearca201628-1.pdf. 5 Additional information regarding the Trust (as defined herein), the Funds, and the Shares, including investment strategies, risks, creation and redemption procedures, fees, portfolio holdings, disclosure policies, calculation of net asset value (‘‘NAV’’), distributions, and taxes, among other things, can be found in the Notice and the Registration Statement, as applicable. See Notice, supra note 3, and Registration Statement, infra note 6. BILLING CODE 7536–01–P NATIONAL SCIENCE FOUNDATION Business and Operations Advisory Committee Meeting In accordance with the Federal Advisory Committee Act (Pub. L. 92– 463, as amended), the National Science Jkt 238001 [Release No. 34–77587; File No. SR– NYSEArca–2016–28] 2 17 [FR Doc. 2016–08790 Filed 4–15–16; 8:45 am] 17:54 Apr 15, 2016 SECURITIES AND EXCHANGE COMMISSION 1 15 Dated: April 12, 2016. Elizabeth Voyatzis, Committee Management Officer. VerDate Sep<11>2014 PO 00000 22651 Frm 00085 Fmt 4703 Sfmt 4703 E:\FR\FM\18APN1.SGM 18APN1 22652 Federal Register / Vol. 81, No. 74 / Monday, April 18, 2016 / Notices ALPS ETF Trust (‘‘Trust’’), a statutory trust organized under the laws of the State of Delaware and registered with the Commission as an open-end management investment company.6 The Funds will be managed by ALPS Advisors, Inc. (‘‘Adviser’’). RiverFront Investment Group, LLC (‘‘Sub-Adviser’’) is the investment sub-adviser for the Funds.7 RiverFront Dynamic US Dividend Advantage ETF: Principal Investments mstockstill on DSK4VPTVN1PROD with NOTICES The Exchange states that the investment objective of the Fund will be to seek to provide capital appreciation and dividend income. Under normal market conditions,8 the Fund will seek to achieve its investment objective by investing at least 65% of its net assets in a portfolio of exchange-traded equity securities of publicly traded U.S. companies with the potential for dividend growth. The exchange-traded equity securities the Fund may invest in as part of its principal investments are common stocks and common or 6 The Exchange states that the Trust is registered under the 1940 Act. According to the Exchange, on December 4, 2015, the Trust filed with the Commission an amendment to its registration statement on Form N–1A under the Securities Act of 1933 (15 U.S.C. 77a) (‘‘Securities Act’’) and the 1940 Act relating to the Funds (File Nos. 333– 148826 and 811–22175) (‘‘Registration Statement’’). The Exchange states that the Commission has issued an order granting certain exemptive relief to the Trust and the Adviser (as defined herein) under the 1940 Act. See Investment Company Act Release No. 30553 (June 11, 2013) (File No. 812–13884) (‘‘Exemptive Order’’). The Exchange states that the Funds will be offered in reliance upon the Exemptive Order issued to the Trust and the Adviser. 7 The Exchange states that neither the Adviser nor the Sub-Adviser is registered as a broker-dealer but that each of the Adviser and the Sub-Adviser is affiliated with a broker-dealer. The Exchange represents that each of the Adviser and the SubAdviser has implemented and will maintain a fire wall with respect to its affiliated broker-dealer(s) regarding access to information concerning the composition and/or changes to a Fund’s portfolio. In the event (a) the Adviser or Sub-Adviser becomes newly affiliated with a broker-dealer, or (b) any new adviser or sub-adviser becomes affiliated with a broker-dealer, such adviser or sub-adviser will implement a fire wall with respect to such brokerdealer affiliate regarding access to information concerning the composition of and/or changes to the portfolio, and will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding such portfolio. 8 The term ‘‘under normal market conditions’’ includes, but is not limited to, the absence of extreme volatility or trading halts in the securities markets or the financial markets generally; circumstances under which a Fund’s investments are made for temporary defensive purposes; operational issues causing dissemination of inaccurate market information; or force majeure type events such as systems failure, natural or manmade disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance. VerDate Sep<11>2014 17:54 Apr 15, 2016 Jkt 238001 preferred shares of real estate investment trusts (‘‘REITs’’). The Fund may invest in exchangetraded equities issued by small-, mid-, and large-capitalization companies. The Fund may also invest in other exchangetraded funds (‘‘ETFs’’) 9 and/or exchange-traded closed-end funds (‘‘CEFs’’) which invest in equity securities. The Exchange states that in selecting the Fund’s portfolio securities, the SubAdviser assembles a portfolio of eligible securities based on several core attributes such as value, quality, and momentum. The Sub-Adviser will consider multiple proprietary factors within each core attribute, such as the price-to-book value of a security when determining value, a company’s cash as a percentage of the company’s market capitalization when determining quality, and a security’s three month relative price change when determining momentum. Additionally, within a given sector, security selection will emphasize companies offering a meaningful dividend yield premium over alternative investments within that sector. This dividend yield emphasis is subject to quality screens intended to limit exposure to companies whose financial characteristics suggest the potential for dividend cuts. The SubAdviser then assigns each qualifying security a score based on its core attributes, including its dividend growth score, and selects the individual securities with the highest scores for investment. The Exchange states that in doing so, the Sub-Adviser will utilize its proprietary optimization process to maximize the percentage of high-scoring securities included in the portfolio. The Exchange states that the Sub-Adviser will also consider the market capitalization of the companies in which the Fund may invest, the potential for dividend income, and the trading volume of a company’s shares in the secondary market. RiverFront Dynamic US Flex-Cap ETF: Principal Investments The Exchange states that the investment objective of the Fund will be to seek to provide capital appreciation. Under normal market conditions,10 the Fund will seek to achieve its investment objective by investing at least 65% of its 9 For purposes of this filing, ETFs consist of Investment Company Units (as described in NYSE Arca Equities Rule 5.2(j)(3)), Portfolio Depositary Receipts (as described in NYSE Arca Equities Rule 8.100); and Managed Fund Shares (as described in NYSE Arca Equities Rule 8.600). All ETFs will be listed and traded in the U.S. on a national securities exchange. The Funds will not invest in leveraged or leveraged inverse ETFs. 10 See note 8, supra. PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 net assets in a portfolio of exchangetraded equity securities of publicly traded U.S. companies. The exchangetraded equity securities the Fund may invest in as part of its principal investments are common stocks and common or preferred shares of REITs. The Fund may invest in exchange traded equities issued by small-, mid-, and large-capitalization companies. The Fund may also invest in other ETFs 11 and/or CEFs which invest in equity securities. The Exchange states that in selecting the Fund’s portfolio securities, the SubAdviser assembles a portfolio of eligible securities based on several core attributes such as value, quality, and momentum. According to the Exchange, the Sub-Adviser will consider multiple proprietary factors within each core attribute, such as the price-to-book value of a security when determining value, a company’s cash as a percentage of the company’s market capitalization when determining quality, and a security’s three month relative price change when determining momentum. The Sub-Adviser then assigns each qualifying security a score based on its core attributes and selects the individual securities with the highest scores for investment. In doing so, the Sub-Adviser utilizes its proprietary optimization process to maximize the percentage of high-scoring securities included in the portfolio. The SubAdviser will also consider the market capitalization of the companies in which the Fund may invest, and the trading volume of a company’s shares in the secondary market. Non-Principal Investments for Each Fund The Exchange states that while each Fund will, under normal market conditions, principally invest at least 65% of its net assets in the securities and financial instruments as described above, each Fund may invest its remaining assets in the securities and financial instruments described below. A Fund may invest in other types of equity securities, as follows: Nonexchange traded common stock (including REITs), exchange-traded and non-exchange traded preferred stock (including REITs), exchange-traded and non-exchange traded convertible securities, exchange-traded master limited partnerships (‘‘MLPs’’), and exchange-traded business development companies (‘‘BDCs’’). According to the Exchange, a Fund may invest in exchange-traded or overthe-counter (‘‘OTC’’) equity securities of 11 See E:\FR\FM\18APN1.SGM note 9, supra. 18APN1 Federal Register / Vol. 81, No. 74 / Monday, April 18, 2016 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES non-U.S. companies, including issuers in emerging market countries,12 but investments in non-U.S. securities, including non-U.S. equity securities, may not exceed 20% of a Fund’s net assets, plus the amount of any borrowings for investment purposes, under normal market conditions.13 The Exchange states that a Fund may also invest in the following short-term instruments on an ongoing basis to provide liquidity or for other reasons: Money market instruments, cash, and cash equivalents. Cash equivalents include the following: (i) Short-term obligations issued by the U.S. Government; (ii) negotiable certificates of deposit, fixed time deposits, and bankers’ acceptances of U.S. and foreign banks and similar institutions; (iii) commercial paper rated at the date of purchase ‘‘Prime-1’’ by Moody’s Investors Service, Inc. or ‘‘A–1+’’ or ‘‘A– 1’’ by Standard & Poor’s or, if unrated, of comparable quality as determined by the Adviser or Sub-Adviser; (iv) repurchase agreements; and (v) money market mutual funds. In addition, the Exchange states that a Fund may use derivative instruments. Specifically, a Fund may use options, futures, swaps, and forwards, for hedging or risk management purposes or as part of its investment practices.14 The Exchange states that a Fund may enter 12 According to the Exchange, the Funds consider an ‘‘emerging market country’’ to be any country whose issuers are included in the Morgan Stanley Capital International Emerging Markets Index and/ or those countries considered to be developing by the World Bank, the International Finance Corporation or the United Nations. The Funds consider an ‘‘emerging market issuer’’ to be one (i) domiciled or with a principal place of business or primary securities trading market in an emerging market country, or (ii) that derives a substantial portion of its total revenues or profits from emerging market countries. 13 Similarly, at least 80% of each Fund’s net assets, plus the amount of any borrowings for investment purposes, must be invested in the securities of U.S. issuers under normal market conditions. A Fund considers a ‘‘U.S. issuer’’ to be one (i) domiciled or with a principal place of business or primary securities trading market in the United States, or (ii) that derives a substantial portion of its total revenues or profits from the United States. 14 The Funds will only enter into transactions in derivative instruments with counterparties that the Adviser or Sub-Adviser reasonably believes are capable of performing under the contract and will post collateral as required by the counterparty. The Funds will seek, where possible, to use counterparties, as applicable, whose financial status is such that the risk of default is reduced; however, the risk of losses resulting from default is still possible. The Adviser or Sub-Adviser will evaluate the creditworthiness of counterparties on a regular basis. In addition to information provided by credit agencies, the Adviser or Sub-Adviser will review approved counterparties using various factors, which may include the counterparty’s reputation, the Adviser’s or Sub-Adviser’s past experience with the counterparty and the price/market actions of debt of the counterparty. VerDate Sep<11>2014 17:54 Apr 15, 2016 Jkt 238001 into the following derivatives: Futures on securities, indices, and currencies, and options on such futures; exchangetraded and OTC options on securities, indices, and currencies; exchangetraded and OTC interest rate swaps, cross-currency swaps, total return swaps, inflation swaps, and credit default swaps; and options on such swaps (‘‘swaptions’’).15 The swaps in which a Fund will invest may be cleared swaps or non-cleared. A Fund may enter into derivatives traded in the U.S. or in non-U.S. countries. A Fund will collateralize its obligations with liquid assets consistent with the 1940 Act and interpretations thereunder. The Exchange states that a Fund may invest in forward currency contracts. Currency forward contracts may be used to increase or reduce exposure to currency price movements. At the discretion of the Adviser or SubAdviser, the Funds may enter into forward currency exchange contracts for hedging purposes to help reduce the risks and volatility caused by changes in foreign currency exchange rates. A Fund may gain exposure to foreign securities by purchasing U.S. exchangelisted and traded American Depositary Receipts (‘‘ADRs’’), non-exchange-listed ADRs, exchange-traded European Depositary Receipts (‘‘EDRs’’), and exchange-traded Global Depositary Receipts (‘‘GDRs’’, together with ADRs and EDRs, ‘‘Depositary Receipts’’).16 The Exchange states that the Funds may invest in Rule 144A restricted securities. Investment Restrictions for Each Fund Each Fund may invest up to an aggregate amount of 15% of its net assets in illiquid assets (calculated at the time of investment), including securities that are offered pursuant to Rule 144A under the Securities Act deemed illiquid by the Adviser or SubAdviser.17 Each Fund will monitor its portfolio liquidity on an ongoing basis to determine whether, in light of current circumstances, an adequate level of 15 Options on swaps are traded OTC. According to the Exchange, in the event that there are exchange-traded options on swaps, a Fund may invest in these instruments. 16 Non-exchange-listed ADRs will not exceed 10% of a Fund’s net assets. 17 According to the Exchange, in reaching liquidity decisions with respect to Rule 144A securities, the Adviser or Sub-Adviser may consider the following factors: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential purchasers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace in which it trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer). PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 22653 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 securities subject to contractual or other restrictions on resale and other instruments that lack readily available markets as determined in accordance with Commission staff guidance. Each Fund may invest up to 10% of its net assets in equity securities traded OTC. The Funds intend to qualify for and to elect to be treated as separate regulated investment companies under Subchapter M of the Internal Revenue Code. Each Fund’s investments will be consistent with such Fund’s investment objective and will not be used to enhance leverage. That is, while each Fund will be permitted to borrow as permitted under the 1940 Act, a Fund’s investments will not be used to seek performance that is the multiple or inverse multiple (i.e., 2Xs and 3Xs) of a Fund’s primary broad-based securities benchmark index (as defined in Form N–1A).18 Not more than 10% of the net assets of each Fund in the aggregate invested in equity securities (other than nonexchange traded money market funds) shall consist of equity securities whose principal market is not a member of the Intermarket Surveillance Group (‘‘ISG’’) or party to a comprehensive surveillance sharing agreement (‘‘CSSA’’) with the Exchange. Not more than 10% of the net assets of a Fund in the aggregate invested in futures contracts or options contracts shall consist of futures contracts or exchangetraded options contracts whose principal market is not a member of the ISG or is a market with which the Exchange does not have a CSSA. III. Discussion and Commission Findings After careful review, the Commission finds that the Exchange’s proposal to list and trade the Shares is consistent with the Exchange Act and the rules and regulations thereunder applicable to a national securities exchange.19 In particular, the Commission finds that 18 The Exchange states that a Fund’s broad-based securities benchmark index will be identified in a future amendment to the Registration Statement following a Fund’s first full calendar year of performance. 19 In approving this proposed rule change, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). E:\FR\FM\18APN1.SGM 18APN1 mstockstill on DSK4VPTVN1PROD with NOTICES 22654 Federal Register / Vol. 81, No. 74 / Monday, April 18, 2016 / Notices the proposed rule change, as modified by Amendment No. 1, is consistent with Section 6(b)(5) of the Exchange Act,20 which requires, among other things, that the Exchange’s rules be 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 a national market system, and, in general, to protect investors and the public interest. The Commission also finds that the proposal to list and trade the Shares on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the Exchange Act,21 which sets forth the finding of Congress that it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities. The Exchange has represented that quotation and last sale information for the Shares, U.S. exchange-traded common stocks, as well as other exchange traded equity securities, including Depositary Receipts (excluding ADRs traded OTC and GDRs), preferred securities, convertible securities, REITs, BDCs, CEFs, ETFs, and MLPs (collectively, ‘‘ExchangeTraded Equities’’) will be available via the Consolidated Tape Association (‘‘CTA’’) high-speed line and from the securities exchanges on which they are listed. The Exchange represents that price information for exchange-traded derivative instruments will be available from the applicable exchange and from major market data vendors. The Exchange states that price information for instruments traded OTC (such as common stock traded OTC (including REITs), non-exchange-listed ADRs, preferred securities (including REITs), convertible securities, and cash equivalents) will be available from major market data vendors. Price information for non-U.S. exchangetraded equity securities will be readily available from the exchanges trading such securities as well as automated quotation systems, published or other public sources, or on-line information services. Price information for money market instruments will be available from major market data vendors. Quotation and last sale information for GDRs will be available from the securities exchanges on which they are listed. Information relating to futures, options on futures, and exchange-traded 20 15 21 15 U.S.C. 78f(b)(5). U.S.C. 78k–1(a)(1)(C)(iii). VerDate Sep<11>2014 17:54 Apr 15, 2016 Jkt 238001 swaps will be available from the exchange on which such instruments are traded. Price information relating to exchange-traded options will be available via the Options Price Reporting Authority. Quotation information from brokers and dealers or pricing services will be available for Rule 144A securities, ADRs traded OTC, and non-exchange-traded derivatives, including forwards, OTC swaps, and OTC options. The Exchange states that pricing information regarding each asset class in which the Funds will invest is generally available through nationally recognized data services providers through subscription agreements. In addition, the indicative intra-day value, which is the Portfolio Indicative Value, as defined in NYSE Arca Equities Rule 8.600 (c)(3), will be widely disseminated by one or more major market data vendors at least every 15 seconds during the Core Trading Session.22 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 as defined in NYSE Arca Equities Rule 8.600(c)(2) that will form the basis for a Fund’s calculation of NAV at the end of the business day.23 The NAV per Share will be calculated by each Fund’s custodian and determined as of the close of the regular trading session on the New York Stock Exchange (‘‘NYSE’’) (ordinarily 4:00 p.m., Eastern Time) on each day that the NYSE is open. A basket composition file, which will include 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 the National Securities Clearing Corporation. 22 Currently, it is the Exchange’s understanding that several major market data vendors display and/ or make widely available Portfolio Indicative Values taken from CTA or other data feeds. 23 On a daily basis, the Adviser or Sub-Adviser will disclose on the Funds’ Web site the following information regarding each portfolio holding, as applicable to the type of holding: Ticker symbol, CUSIP number or other identifier, if any; a description of the holding (including the type of holding, such as the type of swap); the identity of the security, commodity, index, or other asset or instrument underlying the holding, if any; for options, the option strike price; quantity held (as measured by, for example, par value, notional value, or number of shares, contracts, or units); maturity date, if any; coupon rate, if any; effective date, if any; market value of the holding; and the percentage weighting of the holding in each Fund’s portfolio. The Web site information will be publicly available at no charge. The Funds’ disclosure of derivative positions in the Disclosed Portfolio will include information that market participants can use to value these positions intraday. PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 Information regarding market price and trading volume for 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. The Web site for the Funds will include a form of the prospectus for each Fund and additional data relating to NAV and other applicable quantitative information. The Commission further believes that the proposal to list and trade the Shares is reasonably designed to promote fair disclosure of information that may be necessary to price the Shares appropriately and to prevent trading when a reasonable degree of transparency cannot be assured. The Commission notes that the Exchange will obtain a representation from the issuer of the Shares that the NAV per Share will be calculated daily and that the NAV and the Disclosed Portfolio for each Fund will be made available to all market participants at the same time.24 The Exchange represents that 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.25 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. The Exchange represents that it has a general policy prohibiting the distribution of material, non-public information by its employees. Each of the Adviser and the Sub-Adviser is affiliated with a broker-dealer and has implemented and will maintain a fire wall with respect to its broker-dealer affiliate regarding access to information concerning the composition and/or changes to a Fund’s portfolio.26 Further, the Commission notes that the Reporting Authority that provides the Disclosed Portfolio of each Fund must implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of material, non24 See NYSE Arca Equities Rule 8.600(d)(1)(B). 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. 26 See note 7, supra. The Exchange represents that an investment adviser to an open-end fund is required to be registered under the Investment Advisers Act of 1940. 25 These E:\FR\FM\18APN1.SGM 18APN1 Federal Register / Vol. 81, No. 74 / Monday, April 18, 2016 / Notices public information regarding the actual components of the portfolio.27 Prior to the commencement of trading, the Exchange will inform its Equity Trading Permit Holders (‘‘ETP Holders’’) in an Information Bulletin (‘‘Bulletin’’) of the special characteristics and risks associated with trading the Shares. The Exchange represents that trading in the Shares will be subject to the existing trading surveillances, administered by the Exchange or 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. 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.28 The Exchange represents that it 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. In support of this proposal, the Exchange has also made the following representations: (1) The Shares will conform to the initial and continued listing criteria under NYSE Arca Equities Rule 8.600. (2) All statements and representations made in this filing regarding (a) the description of the portfolio, (b) limitations on portfolio holdings or reference assets, or (c) the applicability of Exchange rules and surveillance procedures shall constitute continued listing requirements for listing the Shares on the Exchange. (3) The issuer has represented to the Exchange that it will advise the Exchange of any failure by the Funds to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Exchange Act, the Exchange will monitor 29 for compliance with the 27 See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii). Exchange states that FINRA conducts cross market surveillances of trading on the Exchange pursuant to a regulatory services agreement. The Exchange is responsible for FINRA’s performance under this regulatory services agreement. 29 The Commission notes that certain other proposals for the listing and trading of managed fund shares include a representation that the exchange will ‘‘surveil’’ for compliance with the continued listing requirements. See, e.g., Amendment No. 2 to SR–BATS–2016–04, available at: https://www.sec.gov/comments/sr-bats-2016-04/ bats201604-2.pdf. In the context of this representation, it is the Commission’s view that ‘‘monitor’’ and ‘‘surveil’’ both mean ongoing oversight of the Fund’s compliance with the continued listing requirements. Therefore, the mstockstill on DSK4VPTVN1PROD with NOTICES 28 The VerDate Sep<11>2014 17:54 Apr 15, 2016 Jkt 238001 continued listing requirements. If the Funds are not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under NYSE Arca Equities Rule 5.5(m). (4) The Exchange has appropriate rules to facilitate transactions in the Shares during all trading sessions. (5) Trading in the Shares will be subject to the existing trading surveillances, administered by the Exchange or FINRA on behalf of the Exchange, which are designed to detect violations of Exchange rules and applicable federal securities laws, and 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. (6) The Exchange or FINRA, on behalf of the Exchange, will communicate as needed regarding trading in the Shares, Exchange-Traded Equities, and certain exchange-traded options and futures with other markets and other entities that are members of the ISG, and the Exchange, or FINRA on behalf of the Exchange, may obtain trading information regarding trading in the Shares, Exchange-Traded Equities, and certain exchange-traded options and futures from such markets and other entities. In addition, the Exchange may obtain information regarding trading in the Shares, Exchange-Traded Equities, and certain exchange-traded options and futures from markets and other entities that are members of ISG or with which the Exchange has in place a CSSA. (7) Prior to the commencement of trading of the Shares, the Exchange will inform its ETP Holders in a Bulletin of the special characteristics and risks associated with trading the Shares. Specifically, the Bulletin will discuss the following: (a) The procedures for purchases and redemptions of Shares in creation units (and that Shares are not individually redeemable); (b) 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; (c) the risks involved in trading the Shares during the Opening and Late Trading Sessions when an updated IIV will not be calculated or publicly disseminated; (d) how information regarding the Portfolio Indicative Value and the Disclosed Portfolio is disseminated; (e) the Commission does not view ‘‘monitor’’ as a more or less stringent obligation than ‘‘surveil’’ with respect to the continued listing requirements. PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 22655 requirement that ETP Holders deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction; and (f) trading information. (8) For initial and continued listing, each Fund will be in compliance with Rule 10A–3 under the Exchange Act,30 as provided by NYSE Arca Equities Rule 5.3. (9) A minimum of 100,000 Shares of each Fund will be outstanding at the commencement of trading on the Exchange. (10) Under normal market conditions, the RiverFront Dynamic US Dividend Advantage ETF will seek to achieve its investment objective by investing at least 65% of its net assets in a portfolio of exchange-traded equity securities of publicly traded U.S. companies with the potential for dividend growth. (11) Under normal market conditions, the RiverFront Dynamic US Flex-Cap ETF will seek to achieve its investment objective by investing at least 65% of its net assets in a portfolio of exchangetraded equity securities of publicly traded U.S. companies. (12) Each Fund may invest up to an aggregate amount of 15% of its net assets in illiquid assets (calculated at the time of investment), including securities that are offered pursuant to Rule 144A under the Securities Act deemed illiquid by the Adviser or SubAdviser. (13) Not more than 10% of the net assets of a Fund in the aggregate invested in equity securities (other than non-exchange traded money market funds) shall consist of equity securities whose principal market is not a member of the ISG or party to a CSSA with the Exchange. (14) Not more than 10% of the net assets of a Fund in the aggregate invested in futures contracts or options contracts shall consist of futures contracts or options contracts whose principal market is not a member of the ISG or is a market with which the Exchange does not have a CSSA. (15) A Fund’s investments in non-U.S. securities, including non-U.S. equity securities, may not exceed 20% of a Fund’s net assets, plus the amount of any borrowings for investment purposes, under normal market conditions. (16) A Fund may invest up to 10% of its net assets in equity securities traded OTC. (17) The Funds will not invest in leveraged or leveraged inverse ETFs. (18) A Fund’s investments will be consistent with such Fund’s investment 30 17 E:\FR\FM\18APN1.SGM CFR 240.10A–3. 18APN1 22656 Federal Register / Vol. 81, No. 74 / Monday, April 18, 2016 / Notices objective and will not be used to enhance leverage. That is, while a Fund will be permitted to borrow as permitted under the 1940 Act, a Fund’s investments will not be used to seek performance that is the multiple or inverse multiple (i.e., 2Xs and 3Xs) of a Fund’s primary broad-based securities benchmark index (as defined in Form N–1A). This approval order is based on all of the Exchange’s representations, including those set forth above, in the Notice, and in Amendment No. 1. The Commission notes that the Funds and the Shares must comply with the requirements of NYSE Arca Equities Rule 8.600 to be initially and continuously listed and traded on the Exchange. Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR– NYSEArca–2016–28 and should be submitted on or before May 9, 2016. IV. Solicitation of Comments on Amendment No. 1 Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether Amendment No. 1 to the proposed rule change is consistent with the Exchange Act. Comments may be submitted by any of the following methods: The Commission finds good cause to approve the proposed rule change, as modified by Amendment No. 1, prior to the 30th day after the date of publication of notice of Amendment No. 1 in the Federal Register. Amendment No. 1 revised the proposed rule change by: (1) Clarifying the permitted investments of the Funds; (2) modifying the investment restrictions applicable to the Funds; (3) clarifying how certain investments will be valued for computing each Fund’s NAV; (4) describing where price information can be obtained for certain investments of the Funds; and (5) providing additional representations relating to the continued listing requirements for listing the Shares on the Exchange, including issuer notification requirements if a Fund fails to comply with such continued listing requirements, and Exchange surveillance obligations relating to such continued listing requirements. Amendment No. 1 supplements the proposed rule change by, among other things, clarifying the scope of the Funds’ permitted investments and investment restrictions and providing additional information about the availability of pricing information for the Funds’ underlying assets. It also helps the Commission evaluate whether the listing and trading of the Shares of the Funds would be consistent with the protection of investors and the public interest. Accordingly, the Commission finds good cause, pursuant to Section 19(b)(2) of the Exchange Act,31 to approve the proposed rule change, as modified by Amendment No. 1 on an accelerated basis. mstockstill on DSK4VPTVN1PROD with NOTICES Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSEArca–2016–28 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSEArca–2016–28. 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., VerDate Sep<11>2014 17:54 Apr 15, 2016 Jkt 238001 V. Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1 31 15 PO 00000 U.S.C. 78s(b)(2). Frm 00090 Fmt 4703 Sfmt 4703 VI. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Exchange Act,32 that the proposed rule change (SR– NYSEArca–2016–28), as modified by Amendment No. 1 thereto, be, and it hereby is, approved on an accelerated basis. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.33 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–08818 Filed 4–15–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–77591; File No. SR–NYSE– 2016–26] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Its Price List To Adopt a Rebate Program for the NYSE BondsSM System April 12, 2016. 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 March 29, 2016, New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the selfregulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its Price List, effective April 1, 2016, to adopt a rebate program for the NYSE BondsSM system. 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. 32 15 U.S.C. 78s(b)(2). CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 33 17 E:\FR\FM\18APN1.SGM 18APN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 81, Number 74 (Monday, April 18, 2016)]
[Notices]
[Pages 22651-22656]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-08818]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77587; File No. SR-NYSEArca-2016-28]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Amendment No. 1 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade
Shares of RiverFront Dynamic US Dividend Advantage ETF and RiverFront
Dynamic US Flex-Cap ETF under NYSE Arca Equities Rule 8.600

April 12, 2016.

I. Introduction

On February 5, 2016, NYSE Arca, Inc. (``Exchange'') filed with the
Securities and Exchange Commission (``Commission''), pursuant to
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Exchange
Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to list
and trade shares (``Shares'') of the following under NYSE Arca Equities
Rule 8.600: RiverFront Dynamic US Dividend Advantage ETF and RiverFront
Dynamic US Flex-Cap ETF (each a ``Fund,'' and collectively, ``Funds'').
The Commission published notice of the proposed rule change in the
Federal Register on February 25, 2016.\3\ On April 7, 2016, the
Exchange submitted Amendment No. 1 to the proposed rule change.\4\ The
Commission is publishing this notice to solicit comment on Amendment
No. 1 to the proposed rule change from interested persons and is
approving the proposed rule change, as modified by Amendment No. 1, on
an accelerated basis.
---------------------------------------------------------------------------

\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 34-77183 (February
19, 2016), 81 FR 9535 (February 25, 2016) (NYSEArca-2016-28)
(``Notice'').
\4\ Amendment No. 1 replaced and superseded the original filing
in its entirety. Amendment No. 1 is available at https://www.sec.gov/comments/sr-nysearca-2016-28/nysearca201628-1.pdf.
---------------------------------------------------------------------------

II. The Exchange's Description of the Proposal \5\
---------------------------------------------------------------------------

\5\ Additional information regarding the Trust (as defined
herein), the Funds, and the Shares, including investment strategies,
risks, creation and redemption procedures, fees, portfolio holdings,
disclosure policies, calculation of net asset value (``NAV''),
distributions, and taxes, among other things, can be found in the
Notice and the Registration Statement, as applicable. See Notice,
supra note 3, and Registration Statement, infra note 6.
---------------------------------------------------------------------------

The Exchange proposes to list and trade the Shares under NYSE Arca
Equities Rule 8.600, which governs the listing and trading of Managed
Fund Shares. The Funds are each a series of

[[Page 22652]]

ALPS ETF Trust (``Trust''), a statutory trust organized under the laws
of the State of Delaware and registered with the Commission as an open-
end management investment company.\6\ The Funds will be managed by ALPS
Advisors, Inc. (``Adviser''). RiverFront Investment Group, LLC (``Sub-
Adviser'') is the investment sub-adviser for the Funds.\7\
---------------------------------------------------------------------------

\6\ The Exchange states that the Trust is registered under the
1940 Act. According to the Exchange, on December 4, 2015, the Trust
filed with the Commission an amendment to its registration statement
on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a)
(``Securities Act'') and the 1940 Act relating to the Funds (File
Nos. 333-148826 and 811-22175) (``Registration Statement''). The
Exchange states that the Commission has issued an order granting
certain exemptive relief to the Trust and the Adviser (as defined
herein) under the 1940 Act. See Investment Company Act Release No.
30553 (June 11, 2013) (File No. 812-13884) (``Exemptive Order'').
The Exchange states that the Funds will be offered in reliance upon
the Exemptive Order issued to the Trust and the Adviser.
\7\ The Exchange states that neither the Adviser nor the Sub-
Adviser is registered as a broker-dealer but that each of the
Adviser and the Sub-Adviser is affiliated with a broker-dealer. The
Exchange represents that each of the Adviser and the Sub-Adviser has
implemented and will maintain a fire wall with respect to its
affiliated broker-dealer(s) regarding access to information
concerning the composition and/or changes to a Fund's portfolio. In
the event (a) the Adviser or Sub-Adviser becomes newly affiliated
with a broker-dealer, or (b) any new adviser or sub-adviser becomes
affiliated with a broker-dealer, such adviser or sub-adviser will
implement a fire wall with respect to such broker-dealer affiliate
regarding access to information concerning the composition of and/or
changes to the portfolio, and will be subject to procedures designed
to prevent the use and dissemination of material non-public
information regarding such portfolio.
---------------------------------------------------------------------------

RiverFront Dynamic US Dividend Advantage ETF: Principal Investments

The Exchange states that the investment objective of the Fund will
be to seek to provide capital appreciation and dividend income. Under
normal market conditions,\8\ the Fund will seek to achieve its
investment objective by investing at least 65% of its net assets in a
portfolio of exchange-traded equity securities of publicly traded U.S.
companies with the potential for dividend growth. The exchange-traded
equity securities the Fund may invest in as part of its principal
investments are common stocks and common or preferred shares of real
estate investment trusts (``REITs'').
---------------------------------------------------------------------------

\8\ The term ``under normal market conditions'' includes, but is
not limited to, the absence of extreme volatility or trading halts
in the securities markets or the financial markets generally;
circumstances under which a Fund's investments are made for
temporary defensive purposes; operational issues causing
dissemination of inaccurate market information; or force majeure
type events such as systems failure, natural or man-made disaster,
act of God, armed conflict, act of terrorism, riot or labor
disruption or any similar intervening circumstance.
---------------------------------------------------------------------------

The Fund may invest in exchange-traded equities issued by small-,
mid-, and large-capitalization companies. The Fund may also invest in
other exchange-traded funds (``ETFs'') \9\ and/or exchange-traded
closed-end funds (``CEFs'') which invest in equity securities.
---------------------------------------------------------------------------

\9\ For purposes of this filing, ETFs consist of Investment
Company Units (as described in NYSE Arca Equities Rule 5.2(j)(3)),
Portfolio Depositary Receipts (as described in NYSE Arca Equities
Rule 8.100); and Managed Fund Shares (as described in NYSE Arca
Equities Rule 8.600). All ETFs will be listed and traded in the U.S.
on a national securities exchange. The Funds will not invest in
leveraged or leveraged inverse ETFs.
---------------------------------------------------------------------------

The Exchange states that in selecting the Fund's portfolio
securities, the Sub-Adviser assembles a portfolio of eligible
securities based on several core attributes such as value, quality, and
momentum. The Sub-Adviser will consider multiple proprietary factors
within each core attribute, such as the price-to-book value of a
security when determining value, a company's cash as a percentage of
the company's market capitalization when determining quality, and a
security's three month relative price change when determining momentum.
Additionally, within a given sector, security selection will emphasize
companies offering a meaningful dividend yield premium over alternative
investments within that sector. This dividend yield emphasis is subject
to quality screens intended to limit exposure to companies whose
financial characteristics suggest the potential for dividend cuts. The
Sub-Adviser then assigns each qualifying security a score based on its
core attributes, including its dividend growth score, and selects the
individual securities with the highest scores for investment. The
Exchange states that in doing so, the Sub-Adviser will utilize its
proprietary optimization process to maximize the percentage of high-
scoring securities included in the portfolio. The Exchange states that
the Sub-Adviser will also consider the market capitalization of the
companies in which the Fund may invest, the potential for dividend
income, and the trading volume of a company's shares in the secondary
market.

RiverFront Dynamic US Flex-Cap ETF: Principal Investments

The Exchange states that the investment objective of the Fund will
be to seek to provide capital appreciation. Under normal market
conditions,\10\ the Fund will seek to achieve its investment objective
by investing at least 65% of its net assets in a portfolio of exchange-
traded equity securities of publicly traded U.S. companies. The
exchange-traded equity securities the Fund may invest in as part of its
principal investments are common stocks and common or preferred shares
of REITs.
---------------------------------------------------------------------------

\10\ See note 8, supra.
---------------------------------------------------------------------------

The Fund may invest in exchange traded equities issued by small-,
mid-, and large-capitalization companies. The Fund may also invest in
other ETFs \11\ and/or CEFs which invest in equity securities.
---------------------------------------------------------------------------

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

The Exchange states that in selecting the Fund's portfolio
securities, the Sub-Adviser assembles a portfolio of eligible
securities based on several core attributes such as value, quality, and
momentum. According to the Exchange, the Sub-Adviser will consider
multiple proprietary factors within each core attribute, such as the
price-to-book value of a security when determining value, a company's
cash as a percentage of the company's market capitalization when
determining quality, and a security's three month relative price change
when determining momentum. The Sub-Adviser then assigns each qualifying
security a score based on its core attributes and selects the
individual securities with the highest scores for investment. In doing
so, the Sub-Adviser utilizes its proprietary optimization process to
maximize the percentage of high-scoring securities included in the
portfolio. The Sub-Adviser will also consider the market capitalization
of the companies in which the Fund may invest, and the trading volume
of a company's shares in the secondary market.

Non-Principal Investments for Each Fund

The Exchange states that while each Fund will, under normal market
conditions, principally invest at least 65% of its net assets in the
securities and financial instruments as described above, each Fund may
invest its remaining assets in the securities and financial instruments
described below.
A Fund may invest in other types of equity securities, as follows:
Non-exchange traded common stock (including REITs), exchange-traded and
non-exchange traded preferred stock (including REITs), exchange-traded
and non-exchange traded convertible securities, exchange-traded master
limited partnerships (``MLPs''), and exchange-traded business
development companies (``BDCs'').
According to the Exchange, a Fund may invest in exchange-traded or
over-the-counter (``OTC'') equity securities of

[[Page 22653]]

non-U.S. companies, including issuers in emerging market countries,\12\
but investments in non-U.S. securities, including non-U.S. equity
securities, may not exceed 20% of a Fund's net assets, plus the amount
of any borrowings for investment purposes, under normal market
conditions.\13\
---------------------------------------------------------------------------

\12\ According to the Exchange, the Funds consider an ``emerging
market country'' to be any country whose issuers are included in the
Morgan Stanley Capital International Emerging Markets Index and/or
those countries considered to be developing by the World Bank, the
International Finance Corporation or the United Nations. The Funds
consider an ``emerging market issuer'' to be one (i) domiciled or
with a principal place of business or primary securities trading
market in an emerging market country, or (ii) that derives a
substantial portion of its total revenues or profits from emerging
market countries.
\13\ Similarly, at least 80% of each Fund's net assets, plus the
amount of any borrowings for investment purposes, must be invested
in the securities of U.S. issuers under normal market conditions. A
Fund considers a ``U.S. issuer'' to be one (i) domiciled or with a
principal place of business or primary securities trading market in
the United States, or (ii) that derives a substantial portion of its
total revenues or profits from the United States.
---------------------------------------------------------------------------

The Exchange states that a Fund may also invest in the following
short-term instruments on an ongoing basis to provide liquidity or for
other reasons: Money market instruments, cash, and cash equivalents.
Cash equivalents include the following: (i) Short-term obligations
issued by the U.S. Government; (ii) negotiable certificates of deposit,
fixed time deposits, and bankers' acceptances of U.S. and foreign banks
and similar institutions; (iii) commercial paper rated at the date of
purchase ``Prime-1'' by Moody's Investors Service, Inc. or ``A-1+'' or
``A-1'' by Standard & Poor's or, if unrated, of comparable quality as
determined by the Adviser or Sub-Adviser; (iv) repurchase agreements;
and (v) money market mutual funds.
In addition, the Exchange states that a Fund may use derivative
instruments. Specifically, a Fund may use options, futures, swaps, and
forwards, for hedging or risk management purposes or as part of its
investment practices.\14\ The Exchange states that a Fund may enter
into the following derivatives: Futures on securities, indices, and
currencies, and options on such futures; exchange-traded and OTC
options on securities, indices, and currencies; exchange-traded and OTC
interest rate swaps, cross-currency swaps, total return swaps,
inflation swaps, and credit default swaps; and options on such swaps
(``swaptions'').\15\ The swaps in which a Fund will invest may be
cleared swaps or non-cleared. A Fund may enter into derivatives traded
in the U.S. or in non-U.S. countries. A Fund will collateralize its
obligations with liquid assets consistent with the 1940 Act and
interpretations thereunder.
---------------------------------------------------------------------------

\14\ The Funds will only enter into transactions in derivative
instruments with counterparties that the Adviser or Sub-Adviser
reasonably believes are capable of performing under the contract and
will post collateral as required by the counterparty. The Funds will
seek, where possible, to use counterparties, as applicable, whose
financial status is such that the risk of default is reduced;
however, the risk of losses resulting from default is still
possible. The Adviser or Sub-Adviser will evaluate the
creditworthiness of counterparties on a regular basis. In addition
to information provided by credit agencies, the Adviser or Sub-
Adviser will review approved counterparties using various factors,
which may include the counterparty's reputation, the Adviser's or
Sub-Adviser's past experience with the counterparty and the price/
market actions of debt of the counterparty.
\15\ Options on swaps are traded OTC. According to the Exchange,
in the event that there are exchange-traded options on swaps, a Fund
may invest in these instruments.
---------------------------------------------------------------------------

The Exchange states that a Fund may invest in forward currency
contracts. Currency forward contracts may be used to increase or reduce
exposure to currency price movements. At the discretion of the Adviser
or Sub-Adviser, the Funds may enter into forward currency exchange
contracts for hedging purposes to help reduce the risks and volatility
caused by changes in foreign currency exchange rates.
A Fund may gain exposure to foreign securities by purchasing U.S.
exchange-listed and traded American Depositary Receipts (``ADRs''),
non-exchange-listed ADRs, exchange-traded European Depositary Receipts
(``EDRs''), and exchange-traded Global Depositary Receipts (``GDRs'',
together with ADRs and EDRs, ``Depositary Receipts'').\16\
---------------------------------------------------------------------------

\16\ Non-exchange-listed ADRs will not exceed 10% of a Fund's
net assets.
---------------------------------------------------------------------------

The Exchange states that the Funds may invest in Rule 144A
restricted securities.

Investment Restrictions for Each Fund

Each Fund may invest up to an aggregate amount of 15% of its net
assets in illiquid assets (calculated at the time of investment),
including securities that are offered pursuant to Rule 144A under the
Securities Act deemed illiquid by the Adviser or Sub-Adviser.\17\ 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
securities subject to contractual or other restrictions on resale and
other instruments that lack readily available markets as determined in
accordance with Commission staff guidance.
---------------------------------------------------------------------------

\17\ According to the Exchange, in reaching liquidity decisions
with respect to Rule 144A securities, the Adviser or Sub-Adviser may
consider the following factors: the frequency of trades and quotes
for the security; the number of dealers willing to purchase or sell
the security and the number of other potential purchasers; dealer
undertakings to make a market in the security; and the nature of the
security and the nature of the marketplace in which it trades (e.g.,
the time needed to dispose of the security, the method of soliciting
offers, and the mechanics of transfer).
---------------------------------------------------------------------------

Each Fund may invest up to 10% of its net assets in equity
securities traded OTC.
The Funds intend to qualify for and to elect to be treated as
separate regulated investment companies under Subchapter M of the
Internal Revenue Code.
Each Fund's investments will be consistent with such Fund's
investment objective and will not be used to enhance leverage. That is,
while each Fund will be permitted to borrow as permitted under the 1940
Act, a Fund's investments will not be used to seek performance that is
the multiple or inverse multiple (i.e., 2Xs and 3Xs) of a Fund's
primary broad-based securities benchmark index (as defined in Form N-
1A).\18\
---------------------------------------------------------------------------

\18\ The Exchange states that a Fund's broad-based securities
benchmark index will be identified in a future amendment to the
Registration Statement following a Fund's first full calendar year
of performance.
---------------------------------------------------------------------------

Not more than 10% of the net assets of each Fund in the aggregate
invested in equity securities (other than non-exchange traded money
market funds) shall consist of equity securities whose principal market
is not a member of the Intermarket Surveillance Group (``ISG'') or
party to a comprehensive surveillance sharing agreement (``CSSA'') with
the Exchange. Not more than 10% of the net assets of a Fund in the
aggregate invested in futures contracts or options contracts shall
consist of futures contracts or exchange-traded options contracts whose
principal market is not a member of the ISG or is a market with which
the Exchange does not have a CSSA.

III. Discussion and Commission Findings

After careful review, the Commission finds that the Exchange's
proposal to list and trade the Shares is consistent with the Exchange
Act and the rules and regulations thereunder applicable to a national
securities exchange.\19\ In particular, the Commission finds that

[[Page 22654]]

the proposed rule change, as modified by Amendment No. 1, is consistent
with Section 6(b)(5) of the Exchange Act,\20\ which requires, among
other things, that the Exchange's rules be 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 a national market system, and,
in general, to protect investors and the public interest. The
Commission also finds that the proposal to list and trade the Shares on
the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the
Exchange Act,\21\ which sets forth the finding of Congress that it is
in the public interest and appropriate for the protection of investors
and the maintenance of fair and orderly markets to assure the
availability to brokers, dealers, and investors of information with
respect to quotations for and transactions in securities.
---------------------------------------------------------------------------

\19\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\20\ 15 U.S.C. 78f(b)(5).
\21\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

The Exchange has represented that quotation and last sale
information for the Shares, U.S. exchange-traded common stocks, as well
as other exchange traded equity securities, including Depositary
Receipts (excluding ADRs traded OTC and GDRs), preferred securities,
convertible securities, REITs, BDCs, CEFs, ETFs, and MLPs
(collectively, ``Exchange-Traded Equities'') will be available via the
Consolidated Tape Association (``CTA'') high-speed line and from the
securities exchanges on which they are listed. The Exchange represents
that price information for exchange-traded derivative instruments will
be available from the applicable exchange and from major market data
vendors. The Exchange states that price information for instruments
traded OTC (such as common stock traded OTC (including REITs), non-
exchange-listed ADRs, preferred securities (including REITs),
convertible securities, and cash equivalents) will be available from
major market data vendors. Price information for non-U.S. exchange-
traded equity securities will be readily available from the exchanges
trading such securities as well as automated quotation systems,
published or other public sources, or on-line information services.
Price information for money market instruments will be available from
major market data vendors. Quotation and last sale information for GDRs
will be available from the securities exchanges on which they are
listed. Information relating to futures, options on futures, and
exchange-traded swaps will be available from the exchange on which such
instruments are traded. Price information relating to exchange-traded
options will be available via the Options Price Reporting Authority.
Quotation information from brokers and dealers or pricing services will
be available for Rule 144A securities, ADRs traded OTC, and non-
exchange-traded derivatives, including forwards, OTC swaps, and OTC
options. The Exchange states that pricing information regarding each
asset class in which the Funds will invest is generally available
through nationally recognized data services providers through
subscription agreements.
In addition, the indicative intra-day value, which is the Portfolio
Indicative Value, as defined in NYSE Arca Equities Rule 8.600 (c)(3),
will be widely disseminated by one or more major market data vendors at
least every 15 seconds during the Core Trading Session.\22\ 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 as defined in NYSE Arca Equities Rule
8.600(c)(2) that will form the basis for a Fund's calculation of NAV at
the end of the business day.\23\
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\22\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available
Portfolio Indicative Values taken from CTA or other data feeds.
\23\ On a daily basis, the Adviser or Sub-Adviser will disclose
on the Funds' Web site the following information regarding each
portfolio holding, as applicable to the type of holding: Ticker
symbol, CUSIP number or other identifier, if any; a description of
the holding (including the type of holding, such as the type of
swap); the identity of the security, commodity, index, or other
asset or instrument underlying the holding, if any; for options, the
option strike price; quantity held (as measured by, for example, par
value, notional value, or number of shares, contracts, or units);
maturity date, if any; coupon rate, if any; effective date, if any;
market value of the holding; and the percentage weighting of the
holding in each Fund's portfolio. The Web site information will be
publicly available at no charge. The Funds' disclosure of derivative
positions in the Disclosed Portfolio will include information that
market participants can use to value these positions intraday.
---------------------------------------------------------------------------

The NAV per Share will be calculated by each Fund's custodian and
determined as of the close of the regular trading session on the New
York Stock Exchange (``NYSE'') (ordinarily 4:00 p.m., Eastern Time) on
each day that the NYSE is open. A basket composition file, which will
include 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 the National Securities Clearing
Corporation. Information regarding market price and trading volume for
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. The Web site for the Funds will
include a form of the prospectus for each Fund and additional data
relating to NAV and other applicable quantitative information.
The Commission further believes that the proposal to list and trade
the Shares is reasonably designed to promote fair disclosure of
information that may be necessary to price the Shares appropriately and
to prevent trading when a reasonable degree of transparency cannot be
assured. The Commission notes that the Exchange will obtain a
representation from the issuer of the Shares that the NAV per Share
will be calculated daily and that the NAV and the Disclosed Portfolio
for each Fund will be made available to all market participants at the
same time.\24\
---------------------------------------------------------------------------

\24\ See NYSE Arca Equities Rule 8.600(d)(1)(B).
---------------------------------------------------------------------------

The Exchange represents that 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.\25\ 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\ 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.
---------------------------------------------------------------------------

The Exchange represents that it has a general policy prohibiting
the distribution of material, non-public information by its employees.
Each of the Adviser and the Sub-Adviser is affiliated with a broker-
dealer and has implemented and will maintain a fire wall with respect
to its broker-dealer affiliate regarding access to information
concerning the composition and/or changes to a Fund's portfolio.\26\
Further, the Commission notes that the Reporting Authority that
provides the Disclosed Portfolio of each Fund must implement and
maintain, or be subject to, procedures designed to prevent the use and
dissemination of material, non-

[[Page 22655]]

public information regarding the actual components of the
portfolio.\27\
---------------------------------------------------------------------------

\26\ See note 7, supra. The Exchange represents that an
investment adviser to an open-end fund is required to be registered
under the Investment Advisers Act of 1940.
\27\ See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii).
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Prior to the commencement of trading, the Exchange will inform its
Equity Trading Permit Holders (``ETP Holders'') in an Information
Bulletin (``Bulletin'') of the special characteristics and risks
associated with trading the Shares. The Exchange represents that
trading in the Shares will be subject to the existing trading
surveillances, administered by the Exchange or 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. 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.\28\
---------------------------------------------------------------------------

\28\ The Exchange states that FINRA conducts cross market
surveillances of 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 represents that it 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.
In support of this proposal, the Exchange has also made the following
representations:
(1) The Shares will conform to the initial and continued listing
criteria under NYSE Arca Equities Rule 8.600.
(2) All statements and representations made in this filing
regarding (a) the description of the portfolio, (b) limitations on
portfolio holdings or reference assets, or (c) the applicability of
Exchange rules and surveillance procedures shall constitute continued
listing requirements for listing the Shares on the Exchange.
(3) The issuer has represented to the Exchange that it will advise
the Exchange of any failure by the Funds to comply with the continued
listing requirements, and, pursuant to its obligations under Section
19(g)(1) of the Exchange Act, the Exchange will monitor \29\ for
compliance with the continued listing requirements. If the Funds are
not in compliance with the applicable listing requirements, the
Exchange will commence delisting procedures under NYSE Arca Equities
Rule 5.5(m).
---------------------------------------------------------------------------

\29\ The Commission notes that certain other proposals for the
listing and trading of managed fund shares include a representation
that the exchange will ``surveil'' for compliance with the continued
listing requirements. See, e.g., Amendment No. 2 to SR-BATS-2016-04,
available at: https://www.sec.gov/comments/sr-bats-2016-04/bats201604-2.pdf. In the context of this representation, it is the
Commission's view that ``monitor'' and ``surveil'' both mean ongoing
oversight of the Fund's compliance with the continued listing
requirements. Therefore, the Commission does not view ``monitor'' as
a more or less stringent obligation than ``surveil'' with respect to
the continued listing requirements.
---------------------------------------------------------------------------

(4) The Exchange has appropriate rules to facilitate transactions
in the Shares during all trading sessions.
(5) Trading in the Shares will be subject to the existing trading
surveillances, administered by the Exchange or FINRA on behalf of the
Exchange, which are designed to detect violations of Exchange rules and
applicable federal securities laws, and 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.
(6) The Exchange or FINRA, on behalf of the Exchange, will
communicate as needed regarding trading in the Shares, Exchange-Traded
Equities, and certain exchange-traded options and futures with other
markets and other entities that are members of the ISG, and the
Exchange, or FINRA on behalf of the Exchange, may obtain trading
information regarding trading in the Shares, Exchange-Traded Equities,
and certain exchange-traded options and futures from such markets and
other entities. In addition, the Exchange may obtain information
regarding trading in the Shares, Exchange-Traded Equities, and certain
exchange-traded options and futures from markets and other entities
that are members of ISG or with which the Exchange has in place a CSSA.
(7) Prior to the commencement of trading of the Shares, the
Exchange will inform its ETP Holders in a Bulletin of the special
characteristics and risks associated with trading the Shares.
Specifically, the Bulletin will discuss the following: (a) The
procedures for purchases and redemptions of Shares in creation units
(and that Shares are not individually redeemable); (b) 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; (c) the risks involved in trading the Shares
during the Opening and Late Trading Sessions when an updated IIV will
not be calculated or publicly disseminated; (d) how information
regarding the Portfolio Indicative Value and the Disclosed Portfolio is
disseminated; (e) the requirement that ETP Holders deliver a prospectus
to investors purchasing newly issued Shares prior to or concurrently
with the confirmation of a transaction; and (f) trading information.
(8) For initial and continued listing, each Fund will be in
compliance with Rule 10A-3 under the Exchange Act,\30\ as provided by
NYSE Arca Equities Rule 5.3.
---------------------------------------------------------------------------

\30\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

(9) A minimum of 100,000 Shares of each Fund will be outstanding at
the commencement of trading on the Exchange.
(10) Under normal market conditions, the RiverFront Dynamic US
Dividend Advantage ETF will seek to achieve its investment objective by
investing at least 65% of its net assets in a portfolio of exchange-
traded equity securities of publicly traded U.S. companies with the
potential for dividend growth.
(11) Under normal market conditions, the RiverFront Dynamic US
Flex-Cap ETF will seek to achieve its investment objective by investing
at least 65% of its net assets in a portfolio of exchange-traded equity
securities of publicly traded U.S. companies.
(12) Each Fund may invest up to an aggregate amount of 15% of its
net assets in illiquid assets (calculated at the time of investment),
including securities that are offered pursuant to Rule 144A under the
Securities Act deemed illiquid by the Adviser or Sub-Adviser.
(13) Not more than 10% of the net assets of a Fund in the aggregate
invested in equity securities (other than non-exchange traded money
market funds) shall consist of equity securities whose principal market
is not a member of the ISG or party to a CSSA with the Exchange.
(14) Not more than 10% of the net assets of a Fund in the aggregate
invested in futures contracts or options contracts shall consist of
futures contracts or options contracts whose principal market is not a
member of the ISG or is a market with which the Exchange does not have
a CSSA.
(15) A Fund's investments in non-U.S. securities, including non-
U.S. equity securities, may not exceed 20% of a Fund's net assets, plus
the amount of any borrowings for investment purposes, under normal
market conditions.
(16) A Fund may invest up to 10% of its net assets in equity
securities traded OTC.
(17) The Funds will not invest in leveraged or leveraged inverse
ETFs.
(18) A Fund's investments will be consistent with such Fund's
investment

[[Page 22656]]

objective and will not be used to enhance leverage. That is, while a
Fund will be permitted to borrow as permitted under the 1940 Act, a
Fund's investments will not be used to seek performance that is the
multiple or inverse multiple (i.e., 2Xs and 3Xs) of a Fund's primary
broad-based securities benchmark index (as defined in Form N-1A).
This approval order is based on all of the Exchange's
representations, including those set forth above, in the Notice, and in
Amendment No. 1. The Commission notes that the Funds and the Shares
must comply with the requirements of NYSE Arca Equities Rule 8.600 to
be initially and continuously listed and traded on the Exchange.

IV. Solicitation of Comments on Amendment No. 1

Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 1
to the proposed rule change is consistent with the Exchange 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-2016-28 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2016-28. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSEArca-2016-28 and should
be submitted on or before May 9, 2016.

V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 1

The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the 30th day after the
date of publication of notice of Amendment No. 1 in the Federal
Register. Amendment No. 1 revised the proposed rule change by: (1)
Clarifying the permitted investments of the Funds; (2) modifying the
investment restrictions applicable to the Funds; (3) clarifying how
certain investments will be valued for computing each Fund's NAV; (4)
describing where price information can be obtained for certain
investments of the Funds; and (5) providing additional representations
relating to the continued listing requirements for listing the Shares
on the Exchange, including issuer notification requirements if a Fund
fails to comply with such continued listing requirements, and Exchange
surveillance obligations relating to such continued listing
requirements.
Amendment No. 1 supplements the proposed rule change by, among
other things, clarifying the scope of the Funds' permitted investments
and investment restrictions and providing additional information about
the availability of pricing information for the Funds' underlying
assets. It also helps the Commission evaluate whether the listing and
trading of the Shares of the Funds would be consistent with the
protection of investors and the public interest.
Accordingly, the Commission finds good cause, pursuant to Section
19(b)(2) of the Exchange Act,\31\ to approve the proposed rule change,
as modified by Amendment No. 1 on an accelerated basis.
---------------------------------------------------------------------------

\31\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\32\ that the proposed rule change (SR-NYSEArca-2016-28),
as modified by Amendment No. 1 thereto, be, and it hereby is, approved
on an accelerated basis.
---------------------------------------------------------------------------

\32\ 15 U.S.C. 78s(b)(2).

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\33\
---------------------------------------------------------------------------

\33\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-08818 Filed 4-15-16; 8:45 am]
BILLING CODE 8011-01-P

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