
[Federal Register: March 18, 2010 (Volume 75, Number 52)]
[Notices]               
[Page 13181-13185]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr18mr10-114]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61689; File No. SR-NYSEArca-2010-12]

 
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating to Listing of the One Fund Under NYSE 
Arca Equities Rule 8.600

March 11, 2010.
    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 2, 2010, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade the following under NYSE 
Arca Equities Rule 8.600 (``Managed Fund Shares''): One Fund, a series 
of the U.S. One Trust. The text of the proposed rule change is 
available at the Exchange, the

[[Page 13182]]

Commission's Public Reference Room, and http://www.nyx.com.

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

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

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

1. Purpose
    The Exchange proposes to list and trade the following Managed Fund 
Shares \4\ (``Shares'') under NYSE Arca Equities Rule 8.600: One Fund 
(the ``Fund''), a series of the U.S. One Trust (the ``Trust'').\5\ The 
Fund is a ``fund of funds,'' which means that the Fund seeks to achieve 
its investment objective by investing primarily in the retail shares of 
other exchange-traded funds that are registered under Investment 
Company Act of 1940 (``1940 Act'') (``Underlying ETFs'').\6\
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    \4\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment advisor 
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 approved NYSE Arca Equities Rule 8.600 and 
the listing and trading of certain funds of the PowerShares Actively 
Managed Funds Trust on the Exchange pursuant to Rule 8.600 in 
Securities Exchange Act Release No. 57619 (April 4, 2008) 73 FR 
19544 (April 10, 2008) (SR-NYSEArca-2008-25). The Commission also 
previously approved listing and trading on the Exchange, or trading 
on the Exchange pursuant to unlisted trading privileges (``UTP'') of 
the following actively managed funds under Rule 8.600: Securities 
Exchange Act Release Nos. 57626 (April 4, 2008), 73 FR 19923 (April 
11, 2008) (SR-NYSEArca-2008-28) (order approving trading pursuant to 
UTP of Bear Stearns Active ETF); 57801 (May 8, 2008), 73 FR 27878 
(May 14, 2008) (SR-NYSEArca-2008-31) (order approving listing of 
twelve actively-managed funds of the WisdomTree Trust); 59826 (April 
28, 2009), 74 FR 20512 (May 4, 2009) (SR-NYSEArca-2009-22) (order 
approving listing t [sic] of Grail American Beacon Large Cap Value 
ETF); 60460 (August 7, 2009), 74 FR 41468 (August 17, 2009) (SR-
NYSEArca-2009-55) (order approving listing of Dent Tactical ETF); 
60717 (September 24, 2009), 74 FR 50853 (October 1, 2009) (SR-
NYSEArca-2009-74 (order approving listing of four Grail Advisors RP 
ETFs); 60981 (November 10, 2009) (SR-NYSEArca-2009-79) (order 
approving listing of five fixed income funds of the PIMCO ETF 
Trust); 60975 (November 10, 2009) (SR-NYSEArca-2009-83) (order 
approving listing of Grail American Beacon International Equity 
ETF); 60981 (November 10, 2009), 74 FR 59594 (November 18, 2009) 
(SR-NYSEArca-2009-79) (order approving listing of five fixed income 
funds of the PIMCO ETF Trust).
    \6\ The Trust is registered under the 1940 Act. On February 5, 
2010, the Trust filed with the Commission Amendment No. 2 to Form N-
1A under the Securities Act of 1933 (15 U.S.C. 77a), and under the 
1940 Act relating to the Fund (File Nos. 333-160877 and 811-22320) 
(``Registration Statement''). The description of the operation of 
the Trust and the Fund herein is based on the Registration 
Statement.
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    U.S. One, Inc. (the ``Adviser'') is the adviser for the Fund.\7\ 
The Adviser is not affiliated with a broker-dealer.\8\ If the Adviser 
becomes affiliated with a broker-dealer, the Adviser would be required 
to comply with the ``fire wall'' provisions contained in Commentary .07 
to NYSE Arca Equities Rule 8.600. PNC Global Investment Servicing, Inc. 
serves as the custodian, transfer agent and administrator for the Fund.
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    \7\ The Exchange represents that the Adviser, as the investment 
adviser of the Fund, and its related personnel, are subject to 
Investment Advisers Act Rule 204A-1. This Rule specifically requires 
the adoption of a code of ethics by an investment advisor to 
include, at a minimum: (i) Standards of business conduct that 
reflect the firm's/personnel fiduciary obligations; (ii) provisions 
requiring supervised persons to comply with applicable federal 
securities laws; (iii) provisions that require all access persons to 
report, and the firm to review, their personal securities 
transactions and holdings periodically as specifically set forth in 
Rule 204A-1; (iv) provisions requiring supervised persons to report 
any violations of the code of ethics promptly to the chief 
compliance officer (``CCO'') or, provided the CCO also receives 
reports of all violations, to other persons designated in the code 
of ethics; and (v) provisions requiring the investment advisor to 
provide each of the supervised persons with a copy of the code of 
ethics with an acknowledgement by said supervised persons. 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 advisor 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.
    \8\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, the investment adviser is 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.
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    According to the Registration Statement, the Fund's investment 
objective is to seek long-term capital appreciation. In pursuing its 
investment objective, the Adviser will normally invest at least 80% of 
its total assets in Underlying ETFs. The Adviser invests in Underlying 
ETFs that track various securities indices comprised of large, mid and 
small capitalization companies in the United States, Europe and Asia, 
as well as other developed and emerging markets.
    The Adviser employs an asset allocation strategy focused on 
increasing shareholder return and reducing risk through exposure to a 
variety of domestic and foreign market segments. The Adviser's asset 
allocation strategy pre-determines a target mix of investment types for 
the Fund to achieve its investment objective and then implements the 
strategy by selecting securities that best represent each of the 
desired investment types. The strategy also calls for periodic review 
of the Fund's holdings as markets rise and fall to ensure that the 
portfolio adheres to the target mix and indicates purchases and sales 
necessary to return to the target mix. The Fund may change its 
investment objective without shareholder approval, upon 60 days' notice 
to shareholders.
    The Adviser intends to hold Underlying ETFs that hold equity 
securities of large, mid and small capitalization companies in the 
United States, as well as other developed countries and developing 
countries, and that give the Fund exposure to most major developed and 
developing markets around the world. While the Fund intends to 
primarily invest in Underlying ETFs that hold equity securities, the 
Adviser may also invest in Underlying ETFs that may hold U.S. and 
foreign government debt and investment grade corporate bonds. There is 
no limit on the percentage of Fund assets that may be invested in 
securities of foreign issuers, including in securities of emerging 
market issuers, through Underlying ETFs.
    The Adviser selects Underlying ETFs based on their ability to 
accurately represent the underlying stock market to which the Adviser 
seeks exposure for the Fund, and seeks to construct a portfolio that 
will outperform its benchmark, the S&P 500 Index. Additionally, the 
Adviser seeks to maintain a low after-tax cost structure for the Fund 
and, therefore, also evaluates ETFs based on their

[[Page 13183]]

underlying costs. The Adviser employs a buy and hold strategy, meaning 
that it buys and holds securities for a long period of time, with 
minimal portfolio turnover. The Fund, using a buy and hold strategy, 
seeks to achieve its investment objective through investment in 
Underlying ETFs that track certain securities indices.
    According to the Registration Statement, the Fund does not invest 
in derivatives. The Underlying ETFs in which the Fund invests may, to a 
limited extent, invest in dervatives; however, the Fund will not invest 
in an Underlying ETF that uses derivatives as a principal investment 
strategy.
    According to the Registration Statement, in addition to the 
principal investments and strategies described in the Registration 
Statement, the Fund may also, to a lesser extent, use other strategies, 
and engage in other investment practices.
    The Fund generally will remain fully invested in the Underlying 
ETFs. However, the Fund may, to a limited extent, also invest its other 
assets in securities not included in the indices tracked by the 
Underlying ETFs, but which the Adviser believes will help the Fund stay 
fully invested and reduce transaction costs. As non-principal 
strategies, the Fund may invest in debt and other equity securities, 
cash and cash equivalents or other money market instruments, including 
shares of money market mutual funds and repurchase agreements.
    The Fund or its Underlying ETFs may invest in repurchase agreements 
with commercial banks, brokers or dealers to generate income from its 
excess cash balances and to invest securities lending cash collateral. 
The Fund and its Underlying ETFs may enter into reverse repurchase 
agreements, which 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. The Fund or the 
Underlying ETFs may invest in short-term instruments, including money 
market instruments, on an ongoing basis to provide liquidity or for 
other reasons. The Fund or the Underlying ETFs may invest in short-term 
instruments, including money market instruments, on an ongoing basis to 
provide liquidity or for other reasons.
    Underlying ETFs may use futures contracts and related options for 
bona fide hedging; attempting to offset changes in the value of 
securities held or expected to be acquired or be disposed of; 
attempting to gain exposure to a particular market, index or 
instrument; or other risk management purposes. To the extent an 
Underlying ETF uses futures and/or options on futures, it will do so in 
accordance with Rule 4.5 under the Commodity Exchange Act (``CEA'').\9\
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    \9\ 7 U.S.C. 1.
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    Underlying ETFs may trade put and call options on securities, 
securities indices and currencies; may enter into swap agreements, 
including, but not limited to, equity index swaps and interest rate 
swap agreements, in an attempt to gain exposure to the stocks making up 
an index of securities in a market without actually purchasing those 
stocks, or to hedge a position; may buy and sell stock index futures 
contracts with respect to any stock index traded on a recognized stock 
exchange or board of trade; may invest in complex securities such as 
equity options, index options, repurchase agreements, foreign currency 
contracts, hedges and swaps, and futures contracts; and may invest in 
exchange-traded notes.
    According to the Registration Statement, the Fund may take 
advantage of opportunities in other investments which are not presently 
contemplated for use by the Fund or which are not currently available 
but which may be developed, to the extent such opportunities are both 
consistent with the Fund's investment objective and legally permissible 
for the Fund. Before entering into such transactions or making any such 
investment, the Fund will provide appropriate disclosure.
    The Trust has adopted the following investment restrictions as 
fundamental policies with respect to the Fund. These restrictions 
cannot be changed with respect to the Fund without the approval of the 
holders of a majority of the Fund's outstanding voting securities. 
Except with the approval of a majority of the outstanding voting 
securities, the Fund may not:
    1. (a) With respect to 75% of its total assets, purchase securities 
of any issuer (except securities issued or guaranteed by the U.S. 
Government, its agencies or instrumentalities or shares of investment 
companies) if, as a result, more than 5% of its total assets would be 
invested in the securities of such issuer; or (b) acquire more than 10% 
of the outstanding voting securities of any one issuer.\10\
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    \10\ This diversification standard is contained in Section 
5(b)(1) of the 1940 Act (15 U.S.C. 80e).
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    2. Invest 25% or more of its total assets in the securities of one 
or more issuers conducting their principal business activities in the 
same industry or group of industries. This limitation does not apply to 
investments in securities issued or guaranteed by the U.S. Government, 
its agencies or instrumentalities, or shares of investment companies. 
For purposes of this restriction, the Fund will aggregate the portfolio 
holdings of the Underlying ETFs so that the Fund will not have 
indirectly invested more than 25% of its assets in a particular 
industry or group of industries.
    In addition to the investment restrictions adopted as fundamental 
policies set forth above, the Fund will not hold illiquid assets in 
excess of 15% of its net assets.\11\ An illiquid asset is any asset 
which may not be sold or disposed of in the ordinary course of business 
within seven days at approximately the value at which the Fund has 
valued the investment.
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    \11\ This restriction may be changed without a shareholder vote.
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    According to the Registration Statement, the Fund will seek to 
qualify for treatment as a Regulated Investment Company (``RIC'') under 
the Internal Revenue Code.\12\
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    \12\ According to the Registration Statement, one of several 
requirements for RIC qualification is that a Fund must receive at 
least 90% of the Fund's gross income each year from dividends, 
interest, payments with respect to securities loans, gains from the 
sale or other disposition of stock, securities or foreign 
currencies, or other income derived with respect to the Fund's 
investments in stock, securities, foreign currencies and net income 
from an interest in a qualified publicly traded partnership (the 
``90% Test''). A second requirement for qualification as a RIC is 
that a Fund must diversify its holdings so that, at the end of each 
fiscal quarter of the Fund's taxable year: (a) At least 50% of the 
market value of the Fund's total assets is represented by cash and 
cash items, U.S. Government securities, securities of other RICs, 
and other securities, with these other securities limited, in 
respect to any one issuer, to an amount not greater than 5% of the 
value of the Fund's total assets or 10% of the outstanding voting 
securities of such issuer; and (b) not more than 25% of the value of 
its total assets are invested in the securities (other than U.S. 
Government securities or securities of other RICs) of any one issuer 
or two or more issuers which the Fund controls and which are engaged 
in the same, similar, or related trades or businesses, or the 
securities of one or more qualified publicly traded partnership (the 
``Asset Test'').
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    Underlying ETFs will be listed and traded in the U.S. on a national 
securities exchange. While the Underlying ETFs may hold non-U.S. equity 
securities, the Fund will not invest in non-U.S. equity securities.
    The Fund offers and issues Shares at their net asset value 
(``NAV'') only in aggregations of a specified number of Shares (each, a 
``Creation Unit''). The Fund generally offers and issues Shares in 
exchange for shares of specified Underlying ETFs (``Deposit 
Securities'') together with the deposit of a specified cash payment 
(``Cash Component''). The Trust reserves the right to permit or require 
the substitution of a ``cash in

[[Page 13184]]

lieu'' amount to be added to the Cash Component to replace any Deposit 
Security. The Shares are redeemable only in Creation Unit aggregations, 
and generally in exchange for portfolio securities and a specified cash 
payment. A Creation Unit of the Fund consists of 50,000 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 Fund will be in 
compliance with Rule 10A-3 \13\ under the Exchange Act, as provided by 
NYSE Arca Equities Rule 5.3. A minimum of 100,000 Shares will be 
outstanding at the commencement of trading on the Exchange. The 
Exchange will obtain a representation from the issuer of the Shares 
that the net asset value and the Disclosed Portfolio will be made 
available to all market participants at the same time.
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    \13\ 17 CFR 240.10A-3.
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    Availability of Information: The Fund's Web site (http://
www.onefund.com), which will be publicly available prior to the public 
offering of Shares, will include a form of the Prospectus for the Fund 
that may be downloaded. The Fund's Web site will include additional 
quantitative information updated on a daily basis, including, for the 
Fund, (1) daily trading volume, the prior business day's reported 
closing price, NAV and mid-point of the bid/ask spread at the time of 
calculation of such NAV (the ``Bid/Ask Price''),\14\ and a calculation 
of the premium and discount of the Bid/Ask Price against the NAV, and 
(2) data in chart format displaying the frequency distribution of 
discounts and premiums of the daily Bid/Ask Price against the NAV, 
within appropriate ranges, for each of the four previous calendar 
quarters. On each business day, before commencement of trading in 
Shares in the Core Trading Session on the Exchange, the Fund will 
disclose on its Web site the Disclosed Portfolio as defined in NYSE 
Arca Equities Rule 8.600(c)(2) that will form the basis for the Fund's 
calculation of NAV at the end of the business day.\15\ The Web site 
information will be publicly available at no charge.
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    \14\ The Bid/Ask Price of the Fund is determined using the 
highest bid and the lowest offer on the Exchange as of the time of 
calculation of the Fund's NAV. The records relating to Bid/Ask 
Prices will be retained by the Fund and its service providers.
    \15\ Under accounting procedures followed by the Fund, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, the Fund 
will be able to disclose at the beginning of the business day the 
portfolio that will form the basis for the NAV calculation at the 
end of the business day.
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    On a daily basis, the Advisor will disclose for each portfolio 
security or other financial instrument of the Fund the following 
information: ticker symbol (if applicable), name of security or 
financial instrument, number of shares or dollar value of financial 
instruments held in the portfolio, and percentage weighting of the 
security or financial instrument in the portfolio.
    In addition, a basket composition file, which includes the security 
names and share quantities required to be delivered in exchange for 
Fund shares, together with estimates and actual cash components, will 
be publicly disseminated daily prior to the opening of the New York 
Stock Exchange (``NYSE'') via the National Securities Clearing 
Corporation. The basket represents one Creation Unit of the Fund.
    The NAV of the Fund will normally be determined as of the close of 
the regular trading session on the NYSE (ordinarily 4 p.m. Eastern 
Time) on each business day.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), the Fund's Shareholder Reports, and its Form N-
CSR and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder 
Reports are available free upon request from the Trust, and those 
documents and the Form N-CSR and Form N-SAR may be viewed on-screen or 
downloaded from the Commission's Web site at http://www.sec.gov. 
Information regarding market price and trading volume of the Shares is 
and 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 will be published daily in the financial section of 
newspapers. Quotation and last sale information for the Shares will be 
available via the Consolidated Tape Association (``CTA'') high-speed 
line. In addition, the Portfolio Indicative Value, as defined in NYSE 
Arca Equities Rule 8.600 (c)(3), will be updated and disseminated by 
one or more major market data vendors at least every 15 seconds during 
the Core Trading Session. The dissemination of the Portfolio Indicative 
Value, together with the Disclosed Portfolio, will allow investors to 
determine the value of the underlying portfolio of the Fund on a daily 
basis and to provide a close estimate of that value throughout the 
trading day.
    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 Statement. All terms relating 
to the Fund that are referred to, but not defined in, this proposed 
rule change are defined in the Registration Statement.
    Trading Halts: With respect to trading halts, the Exchange may 
consider all relevant factors in exercising its discretion to halt or 
suspend trading in the Shares of the Fund.\16\ Trading in Shares of the 
Fund will be halted if the circuit breaker parameters in NYSE Arca 
Equities Rule 7.12 have been reached. Trading also may be halted 
because of market conditions or for reasons that, in the view of the 
Exchange, make trading in the Shares inadvisable. These may include: 
(1) The extent to which trading is not occurring in the securities 
comprising the Disclosed Portfolio and/or the financial instruments of 
the Fund; or (2) whether other unusual conditions or circumstances 
detrimental to the maintenance of a fair and orderly market are 
present. Trading in the Shares will be subject to NYSE Arca Equities 
Rule 8.600(d)(2)(D), which sets forth circumstances under which Shares 
of the Fund may be halted.
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    \16\ See NYSE Arca Equities Rule 7.12, Commentary .04.
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    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. The 
minimum trading increment for Shares on the Exchange will be $0.01.
    Surveillance: The Exchange intends to utilize its existing 
surveillance procedures applicable to derivative products (which 
include Managed Fund Shares) to monitor trading in the Shares. 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 applicable federal 
securities laws.
    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

[[Page 13185]]

all relevant parties for all relevant trading violations.
    The Exchange may obtain information via the Intermarket 
Surveillance Group (``ISG'') from other exchanges that are members of 
ISG.\17\
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    \17\ For a list of the current members of ISG, see http://
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio for the Fund may trade on markets that are 
members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement.
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    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 Portfolio Indicative Value will 
not be calculated or publicly disseminated; (4) how information 
regarding the Portfolio Indicative Value is disseminated; (5) 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 (6) trading information.
    In addition, the Bulletin will reference that the Fund is subject 
to various fees and expenses described in the Registration Statement. 
The Bulletin will discuss any exemptive, no-action, and interpretive 
relief granted by the Commission from any rules under the Exchange Act. 
The Bulletin will also disclose that the NAV for the Shares will be 
calculated after 4:00 p.m. Eastern Time each trading day.
2. Statutory Basis
    The basis under the Exchange Act for this proposed rule change is 
the requirement under Section 6(b)(5) \18\ 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 will facilitate the 
listing and trading of an additional type of actively-managed exchange-
traded product that will enhance competition among market participants, 
to the benefit of investors and the marketplace.
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    \18\ 15 U.S.C. 78f(b)(5).
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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 purposes of the Act.

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 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date 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 the proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.
    The Exchange has requested accelerated approval of this proposed 
rule change prior to the 30th day after the date of publication of 
notice in the Federal Register. The Commission is considering granting 
accelerated approval of the proposed rule change at the end of a 15-day 
comment period.

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 (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2010-12 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2010-12. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/
rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for Web site 
viewing and printing in the Commission's Public Reference Room, 100 F 
Street, NE., Washington, DC 20549-1090 on official business days 
between the hours of 10 a.m. and 3 p.m. Copies of the filing will also 
be available for inspection and copying at the Exchange's principal 
office and on its Internet Web site at http://www.nyse.com. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2010-12 and should 
be submitted on or before April 2, 2010.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-5912 Filed 3-17-10; 8:45 am]
BILLING CODE 8011-01-P

