
[Federal Register Volume 77, Number 129 (Thursday, July 5, 2012)]
[Notices]
[Pages 39763-39767]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-16524]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67320; File No. SR-NYSEArca-2012-44]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting 
Approval of Proposed Rule Change Relating to Listing and Trading of 
iShares Strategic Beta U.S. Large Cap Fund and iShares Strategic Beta 
U.S. Small Cap Fund Under NYSE Arca Equities Rule 8.600

June 29, 2012.

I. Introduction

    On May 14, 2012, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to list and trade shares (``Shares'') of the 
iShares Strategic Beta U.S. Large Cap Fund and iShares Strategic Beta 
U.S. Small Cap Fund (each a ``Fund'' and, collectively, ``Funds'') 
under NYSE Arca Equities Rule 8.600. The proposed rule change was 
published in the Federal Register on May 30, 2012.\3\ The Commission 
received no comments on the proposal. This order grants approval of the 
proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 67045 (May 23, 
2012), 77 FR 31899 (``Notice'').
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II. Description of the Proposal

    The Exchange proposes to list and trade the Shares of the Funds 
pursuant to NYSE Arca Equities Rule 8.600, which governs the listing 
and trading of Managed Fund Shares on the Exchange. The Shares will be 
offered by iShares U.S. 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.\4\ The 
Funds will be managed by BlackRock Fund Advisors (``BFA'' or 
``Adviser''), an indirect wholly-owned subsidiary of BlackRock, Inc. 
BlackRock Investments, LLC will be the principal underwriter and 
distributor of the Funds' Shares. State Street Bank and Trust Company 
will serve as administrator, custodian, and transfer agent for the 
Funds. The Exchange states that the Adviser is affiliated with multiple 
broker-dealers and has implemented a fire wall with respect to such 
broker-dealers regarding access to information concerning the 
composition and/or changes to the Funds' portfolios.\5\
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    \4\ The Trust is registered under the Investment Company Act of 
1940 (``1940 Act''). On December 21, 2011, the Trust filed with the 
Commission Form N-1A under the Securities Act of 1933 and under the 
1940 Act relating to the (i) iShares Strategic Beta U.S. Large Cap 
Fund (File Nos. 333-178677 and 811-22649) (``Large Cap Registration 
Statement''), and (ii) iShares Strategic Beta U.S. Small Cap Fund 
(File Nos. 333-178675 and 811-22649) (``Small Cap Registration 
Statement'' and, together with the Large Cap Registration Statement, 
``Registration Statements''). In addition, the Commission has issued 
an order granting exemptive relief to the Trust under the 1940 Act. 
See Investment Company Act Release No. 29571 (January 24, 2011) 
(File No. 812-13601) (``Exemptive Order'').
    \5\ See Commentary .06 to NYSE Arca Equities Rule 8.600. The 
Exchange represents that, in the event (a) the Adviser becomes newly 
affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser becomes affiliated with a broker-dealer, such adviser and/or 
sub-adviser will implement a fire wall with respect to such broker-
dealer regarding access to information concerning the composition 
and/or changes to the portfolio, and will be subject to procedures 
designed to prevent the use and dissemination of material, non-
public information regarding such portfolio.

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[[Page 39764]]

Description of the iShares Strategic Beta U.S. Large Cap Fund

    The iShares Strategic Beta U.S. Large Cap Fund will seek long-term 
capital appreciation. The Fund will seek to achieve its investment 
objective by investing, under normal circumstances,\6\ at least 80% of 
its net assets in U.S. exchange-listed and traded equity securities of 
large-capitalization issuers. The Fund will seek to maintain strategic 
exposure to U.S. large-capitalization stocks with targeted investment 
characteristics. BFA will utilize a proprietary investment process to 
assemble an investment portfolio from a defined group of stocks that 
seeks to emphasize companies within the group that exhibit certain 
quantitative investment characteristics, such as higher quality 
earnings, low relative valuation, and smaller relative market 
capitalization, and de-emphasize companies that lack such 
characteristics. The investment process is intended to provide an 
increased exposure to securities of companies with higher quality 
earnings, lower relative valuations, and smaller relative market 
capitalizations than would a fund that seeks to replicate the 
performance of a broad U.S. large-capitalization stock index. Companies 
in the universe of U.S. large capitalization securities represent 
various sectors of the U.S. large capitalization market.
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    \6\ The term ``under normal circumstances'' includes, but is not 
limited to, the absence of extreme volatility or trading halts in 
the equity markets or the financial markets generally; operational 
issues causing dissemination of inaccurate market information; or 
force majeure type events such as systems failure, natural or man-
made disaster, act of God, armed conflict, act of terrorism, riot or 
labor disruption, or any similar intervening circumstance.
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    The Fund's proprietary investment process will begin with the 
selection of securities representing a defined investable universe of 
stocks of U.S. large-capitalization issuers. The universe is then 
subjected to rules-based screens designed to exclude securities with 
very low trading volume or very low prices. The stocks will then be 
scored based on their exposure to quantitative metrics such as 
leverage, return on equity, price-to-book ratio, and capitalization. 
BFA will assemble a portfolio emphasizing those stocks with high 
relative exposure to the desired investment characteristics, while 
seeking to remain diversified by industry.

Description of the iShares Strategic Beta U.S. Small Cap Fund

    The iShares Strategic Beta U.S. Small Cap Fund seeks long-term 
capital appreciation. The Fund will seek to achieve its investment 
objective by investing, under normal circumstances, at least 80% of its 
net assets in U.S. exchange-listed and traded equity securities of 
small-capitalization issuers. The Fund will seek to maintain strategic 
exposure to U.S. small-capitalization stocks with targeted investment 
characteristics. BFA will utilize a proprietary investment process to 
assemble an investment portfolio from a defined group of stocks that 
seeks to emphasize companies within the group that exhibit certain 
quantitative investment characteristics, such as higher quality 
earnings, low relative valuation, and smaller relative market 
capitalization, and de-emphasize companies that lack such 
characteristics. The investment process is intended to provide an 
increased exposure to securities of companies with higher quality 
earnings, lower relative valuations, and smaller relative market 
capitalizations than would a fund that seeks to replicate the 
performance of a broad U.S. small-capitalization stock index. Companies 
in the universe of U.S. small capitalization securities represent 
various sectors of the U.S. small capitalization market.
    The Fund's proprietary investment process will begin with 
securities representing a defined investable universe of stocks of U.S. 
small-capitalization issuers. The universe will then be subjected to 
rules-based screens designed to exclude securities with very low 
trading volume or very low prices. The stocks are then scored based on 
their exposure to quantitative metrics such as leverage, return on 
equity, price-to-book ratio, and capitalization. BFA will assemble a 
portfolio emphasizing those stocks with high relative exposure to the 
desired investment characteristics, while seeking to remain diversified 
by industry.
    With respect to each of the Funds, no less than 80% of the equity 
securities held by the respective Fund will be listed and traded on a 
U.S. national securities exchange.

Other Investments of the Funds

    While each Fund, under normal circumstances, will invest at least 
80% of its net assets in their respective investments, each Fund may 
directly invest in certain other investments, as described below. The 
Funds may temporarily depart from their normal investment process,\7\ 
provided that the alternative, in the opinion of BFA, is consistent 
with a Fund's investment objective and is in the best interest of a 
Fund. However, BFA will not seek to actively time market movements.
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    \7\ Circumstances under which the Funds may temporarily depart 
from their normal investment process include, but are not limited 
to, extreme volatility or trading halts in the equity markets or the 
financial markets generally; operational issues causing 
dissemination of inaccurate market information; or force majeure 
type events such as systems failure, natural or man-made disaster, 
act of God, armed conflict, act of terrorism, riot or labor 
disruption, or any similar intervening circumstance.
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    Each Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid securities (calculated at the time of investment), 
including Rule 144A securities. 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 securities. Illiquid securities 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.
    The Funds may invest in repurchase and reverse repurchase 
agreements. A repurchase agreement is an instrument under which the 
purchaser (i.e., a Fund) acquires the security and the seller agrees, 
at the time of the sale, to repurchase the security at a mutually 
agreed upon time and price, thereby determining the yield during the 
purchaser's holding period. Reverse repurchase agreements involve the 
sale of securities with an agreement to repurchase the securities at an 
agreed-upon price, date, and interest payment, and have the 
characteristics of borrowing.
    The Funds may invest in other short-term instruments, including 
money market instruments, on an ongoing basis to provide liquidity or 
for other reasons. Money market instruments are generally short-term 
investments that may include but are not limited to: (i) Shares of 
money market funds (including those advised by BFA or otherwise 
affiliated with BFA); (ii) obligations issued or guaranteed by the U.S. 
government, its agencies, or instrumentalities (including government-
sponsored enterprises); (iii) negotiable certificates of deposit, 
bankers' acceptances, fixed-time deposits, and other obligations of 
U.S. and non-U.S. banks (including non-U.S.

[[Page 39765]]

branches) and similar institutions; (iv) commercial paper rated, at the 
date of purchase, ``Prime-1'' by Moody's[supreg] Investors Service, 
Inc., ``F-1'' by Fitch Inc., or ``A-1'' by Standard & Poor's[supreg], 
or if unrated, of comparable quality as determined by BFA; (v) non-
convertible corporate debt securities (e.g., bonds and debentures) with 
remaining maturities at the date of purchase of not more than 397 days 
and that satisfy the rating requirements set forth in Rule 2a-7 under 
the 1940 Act; and (vi) short-term U.S. dollar-denominated obligations 
of non-U.S. banks (including U.S. branches) that, in the opinion of 
BFA, are of comparable quality to obligations of U.S. banks which may 
be purchased by the Funds. Any of these instruments may be purchased on 
a current or forward-settled basis. Time deposits are non-negotiable 
deposits maintained in banking institutions for specified periods of 
time at stated interest rates.
    A Fund may invest a small portion of its net assets in tracking 
stocks, which primarily will be U.S. exchange-listed. A tracking stock 
is a separate class of common stock whose value is linked to a specific 
business unit or operating division within a larger company and is 
designed to ``track'' the performance of such business unit or 
division. The tracking stock may pay dividends to shareholders 
independent of the parent company. The parent company, rather than the 
business unit or division, generally is the issuer of tracking stock. 
However, holders of the tracking stock may not have the same rights as 
holders of the company's common stock.
    Each Fund will be classified as a ``diversified'' investment 
company under the 1940 Act. In addition, the Funds intend to qualify 
for and to elect treatment as a separate regulated investment company 
(``RIC'') under Subchapter M of the Internal Revenue Code. The Funds 
will not purchase the securities of issuers conducting their principal 
business activity in the same industry if, immediately after the 
purchase and as a result thereof, the value of a Fund's investments in 
that industry would equal or exceed 25% of the current value of a 
Fund's total assets, provided that this restriction does not limit a 
Fund's: (i) Investments in securities of other investment companies, 
(ii) investments in securities issued or guaranteed by the U.S. 
government, its agencies or instrumentalities, or (iii) investments in 
repurchase agreements collateralized by U.S. government securities.
    In accordance with the Exemptive Order, the Funds will not invest 
in options, futures, or swaps. The Funds may invest in currency 
forwards for hedging and trade settlement purposes.\8\ Each Fund's 
investments will be consistent with its respective investment objective 
and will not be used to enhance leverage. The Funds will not invest in 
non-U.S.-registered equity securities.
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    \8\ A forward currency contract is an obligation to purchase or 
sell a specific currency at a future date, which may be any fixed 
number of days from the date of the contract agreed upon by the 
parties, at a price set at the time of the contract.
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    The Exchange represents that the Shares will conform to the initial 
and continued listing criteria under NYSE Arca Equities Rule 8.600. The 
Exchange further represents that, for initial and/or continued listing, 
the Funds will be in compliance with Rule 10A-3 under the Exchange 
Act,\9\ as provided by NYSE Arca Equities Rule 5.3. A minimum of 
100,000 Shares for each Fund will be outstanding at the commencement of 
trading on the Exchange. The Exchange will obtain a representation from 
the issuer of the Shares that the net asset value (``NAV'') per Share 
will be calculated daily and that the NAV and the Disclosed Portfolio, 
as defined in NYSE Arca Equities Rule 8.600(c)(2), will be made 
available to all market participants at the same time.
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    \9\ 17 CFR 240.10A-3.
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    Additional information regarding the Trust, the Funds, and the 
Shares, including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings disclosure policies, 
distributions, and taxes, among other things, is included in the Notice 
and Registration Statements.\10\
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    \10\ See Notice and Registration Statements, supra notes 3 and 
4, respectively.
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III. Discussion and Commission's Findings

    The Commission has carefully reviewed the proposed rule change and 
finds that it is consistent with the requirements of Section 6 of the 
Act \11\ and the rules and regulations thereunder applicable to a 
national securities exchange.\12\ In particular, the Commission finds 
that the proposal is consistent with Section 6(b)(5) of the Act,\13\ 
which requires, among other things, that the Exchange's rules be 
designed to promote just and equitable principles of trade, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, to protect investors and the 
public interest. The Commission notes that the Funds and the Shares 
must comply with the requirements of NYSE Arca Equities Rule 8.600 to 
be listed and traded on the Exchange.
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    \11\ 15 U.S.C. 78f.
    \12\ 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).
    \13\ 17 U.S.C. 78f(b)(5).
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    The Commission finds that the proposal to list and trade the Shares 
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the 
Act,\14\ which sets forth Congress' finding 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. Quotation and last-
sale information for the Shares will be available via the Consolidated 
Tape Association (``CTA'') high-speed line. In addition, the Indicative 
Optimized Portfolio Value (``IOPV''), 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.\15\ On each business 
day, before commencement of trading in Shares during the Core Trading 
Session on the Exchange, the Funds will disclose on their Web site the 
Disclosed Portfolio that will form the basis for the Funds' calculation 
of the NAV at the end of the business day.\16\ The NAV of the Funds 
will be determined once each business day, generally as of the 
regularly scheduled close of business of the New York Stock Exchange 
(``NYSE'') (normally 4 p.m., Eastern time) on each day that the NYSE is 
open for trading, based on prices at the time of closing provided that 
(a) any Fund assets or liabilities denominated in currencies other than 
the U.S. dollar are translated into U.S. dollars at the prevailing 
market rates on the date of valuation as quoted by one or more data 
service providers, and (b) U.S. fixed-income assets may be valued as of 
the announced closing time for trading in fixed-income instruments in a 
particular market or exchange. A basket composition file, which 
includes the security names and share quantities required to be 
delivered in exchange for a Fund's Shares, together with estimates

[[Page 39766]]

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 of 
the Shares will be continually available on a real-time basis 
throughout the day on brokers' computer screens and other electronic 
services, and 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 intra-day, closing, and 
settlement prices or other values of the portfolio securities, currency 
forwards, and other Fund investments are also generally readily 
available from the national securities exchanges trading such 
securities, automated quotation systems, published or other public 
sources, or on-line information services, such as Bloomberg or Reuters. 
The Funds' Web site will also include a form of the prospectus for each 
Fund, information relating to NAV (updated daily), and other 
quantitative and trading information.
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    \14\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \15\ According to the Exchange, several major market data 
vendors display and/or make widely available IOPVs published on the 
CTA or other data feeds.
    \16\ On a daily basis, the Adviser will disclose for each 
portfolio security or other financial instrument of the Funds the 
following information: Ticker symbol (if applicable); name of 
security and financial instrument; number of shares or dollar value 
of financial instruments held in the portfolio; and percentage 
weighting of the security and financial instrument in the portfolio.
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    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 
will be made available to all market participants at the same time.\17\ 
In addition, the Exchange will halt trading in the Shares under the 
specific circumstances set forth in NYSE Arca Equities Rule 
8.600(d)(2)(D) and may halt trading in the Shares if trading is not 
occurring in the securities and/or the financial instruments comprising 
the Disclosed Portfolio of the Funds, or if other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present.\18\ Further, the Commission notes that the 
Reporting Authority that provides the Disclosed Portfolio must 
implement and maintain, or be subject to, procedures designed to 
prevent the use and dissemination of material non-public information 
regarding the actual components of the portfolio.\19\ The Exchange 
states that it has a general policy prohibiting the distribution of 
material, non-public information by its employees. Moreover, the 
Exchange states that the Adviser is affiliated with multiple broker-
dealers and represents that the Adviser has implemented a fire wall 
with respect to such broker-dealers regarding access to information 
concerning the composition and/or changes to the Funds' portfolios.\20\ 
The Commission also notes that the Exchange can obtain information via 
the Intermarket Surveillance Group (``ISG'') from other exchanges that 
are ISG members, including all U.S. national securities exchanges, or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement.
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    \17\ See NYSE Arca Equities Rule 8.600(d)(1)(B).
    \18\ See NYSE Arca Equities Rule 8.600(d)(2)(C). With respect to 
trading halts, the Exchange may consider other relevant factors in 
exercising its discretion to halt or suspend trading in the Shares 
of the Funds. Trading in Shares of the Funds 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.
    \19\ See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii).
    \20\ See supra note 5 and accompanying text. The Commission 
notes that an investment adviser to an open-end fund is required to 
be registered under the Investment Advisers Act of 1940 (``Advisers 
Act''). As a result, the Adviser and its related personnel are 
subject to the provisions of Rule 204A-1 under the Advisers Act 
relating to codes of ethics. This Rule requires investment advisers 
to adopt a code of ethics that reflects the fiduciary nature of the 
relationship to clients as well as compliance with other applicable 
securities laws. Accordingly, procedures designed to prevent the 
communication and misuse of non-public information by an investment 
adviser must be consistent with Rule 204A-1 under the Advisers Act. 
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful 
for an investment adviser to provide investment advice to clients 
unless such investment adviser has (i) Adopted and implemented 
written policies and procedures reasonably designed to prevent 
violation, by the investment adviser and its supervised persons, of 
the Advisers Act and the Commission rules adopted thereunder; (ii) 
implemented, at a minimum, an annual review regarding the adequacy 
of the policies and procedures established pursuant to subparagraph 
(i) above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
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    The Exchange represents that the Shares are deemed 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 made representations, 
including:
    (1) The Shares will conform to the initial and continued listing 
criteria under NYSE Arca Equities Rule 8.600.
    (2) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (3) The Exchange's surveillance procedures applicable to derivative 
products, which include Managed Fund Shares, 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.
    (4) Prior to the commencement of trading, the Exchange will inform 
its Equity Trading Permit (``ETP'') Holders in an Information Bulletin 
of the special characteristics and risks associated with trading the 
Shares. Specifically, the Information Bulletin will discuss the 
following: (a) The procedures for purchases and redemptions of Shares 
in Creation Unit aggregations (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 IOPV will not be calculated or publicly 
disseminated; (d) how information regarding the IOPV 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 and other information.
    (5) For initial and/or continued listing, the Funds will be in 
compliance with Rule 10A-3 under the Act,\21\ as provided by NYSE Arca 
Equities Rule 5.3.
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    \21\ See 17 CFR 240.10A-3.
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    (6) With respect to each of the Funds, no less than 80% of the 
equity securities held by the respective Fund will be listed and traded 
on a U.S. national securities exchange.
    (7) Each Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid securities, including Rule 144A securities.
    (8) Each Fund will not: (a) invest in non-U.S.-registered equity 
securities; and (b) pursuant to the terms of the Exemptive Order, 
invest in options, futures, or swap agreements. In addition, each 
Fund's investments will be consistent with its respective investment 
objective and will not be used to enhance leverage.
    (9) A minimum of 100,000 Shares of each Fund will be outstanding at 
the commencement of trading on the Exchange.

This approval order is based on all of the Exchange's representations 
and description of the Funds, including those set forth above and in 
the Notice.
    For the foregoing reasons, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act \22\ and the 
rules and

[[Page 39767]]

regulations thereunder applicable to a national securities exchange.
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    \22\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\23\ that the proposed rule change (SR-NYSEArca-2012-44) be, and it 
hereby is, approved.
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    \23\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-16524 Filed 7-3-12; 8:45 am]
BILLING CODE 8011-01-P


