
[Federal Register Volume 79, Number 131 (Wednesday, July 9, 2014)]
[Notices]
[Pages 39035-39046]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-15964]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72526; File No. SR-NYSEArca-2014-67]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change, as Modified by Amendment No. 1, Relating to 
the Listing and Trading of WBI SMID Tactical Growth Shares; WBI SMID 
Tactical Value Shares; WBI SMID Tactical Yield Shares; WBI SMID 
Tactical Select Shares; WBI Large Cap Tactical Growth Shares; WBI Large 
Cap Tactical Value Shares; WBI Large Cap Tactical Yield Shares; WBI 
Large Cap Tactical Select Shares; WBI Tactical Income Shares; and WBI 
Tactical High Income Shares under NYSE Arca Equities Rule 8.600

July 2, 2014.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on June 20, 2014, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. On July 1, 2014, the Exchange filed Amendment No. 1 to 
the proposed rule change.\4\ The Commission is publishing this notice, 
as modified by Amendment No. 1, 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.
    \4\ In Amendment No. 1, the Exchange makes the following 
clarifications: That (1) the WBI SMID Tactical Growth Shares ETF may 
invest in debt-based exchange-traded notes; (2) ``Options 
Strategies'' include the use of options that overlie: exchange-
listed equity indices; and futures on debt, interest rates, and 
currencies; and (3) ``Financial Instruments'' include forward 
contracts on currencies.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following 
under NYSE Arca Equities Rule 8.600 (``Managed Fund Shares''): WBI SMID 
Tactical Growth Shares; WBI SMID Tactical Value Shares; WBI SMID 
Tactical Yield Shares; WBI SMID Tactical Select Shares; WBI Large Cap 
Tactical Growth Shares; WBI Large Cap Tactical Value Shares; WBI Large 
Cap Tactical Yield Shares; WBI Large Cap Tactical Select Shares; WBI 
Tactical Income Shares; and WBI Tactical High Income Shares. The text 
of the proposed rule change is available on the Exchange's Web site at 
www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
following under NYSE Arca Equities Rule 8.600, which governs the 
listing and trading of Managed Fund Shares \5\ on the Exchange: WBI 
SMID Tactical Growth Shares; WBI SMID Tactical Value Shares; WBI SMID 
Tactical Yield Shares; WBI SMID Tactical Select Shares; WBI Large Cap 
Tactical Growth Shares; WBI Large Cap Tactical Value Shares; WBI Large 
Cap Tactical Yield Shares; WBI Large Cap Tactical Select Shares; WBI 
Tactical Income Shares; and WBI Tactical High Income Shares (each, a 
``Fund'' and, collectively, the ``Funds''). The Shares will be offered 
by Absolute Shares Trust (the ``Trust''),\6\ a statutory trust 
organized under the laws of the State of Delaware and registered with 
the Commission as an open-end management investment company.\7\ 
Millington Securities, Inc. will be the investment adviser for each 
Fund (the ``Adviser'') and WBI Investments, Inc. will be the sub-
adviser to each Fund (the ``Sub-Adviser'').\8\ U.S. Bank,

[[Page 39036]]

National Association (``Administrator'') will be the administrator, 
custodian, transfer agent and securities lending agent for each Fund. 
Foreside Fund Services, LLC (``Distributor'') will be the distributor 
for each Fund.
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    \5\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1), as amended (``1940 Act''), 
organized as an open-end investment company or similar entity that 
invests in a portfolio of securities selected by its investment 
adviser consistent with its investment objectives and policies. In 
contrast, an open-end investment company that issues Investment 
Company Units, listed and traded on the Exchange under NYSE Arca 
Equities Rule 5.2(j)(3), seeks to provide investment results that 
correspond generally to the price and yield performance of a 
specific foreign or domestic stock index, fixed income securities 
index or combination thereof.
    \6\ The Trust is registered under the 1940 Act. On February 28, 
2014, the Trust filed with the Commission an amended registration 
statement on Form N-1A relating to the Funds (File Nos. 333-192733 
and 811-22917) (the ``Registration Statement''). The description of 
the operation of the Trust and the Funds herein is based, in part, 
on the Registration Statement. In addition, the Commission has 
issued an order granting certain exemptive relief to the Adviser and 
the actively managed exchange-traded trusts it advises, including 
the Trust, under the 1940 Act. See Investment Company Act Release 
No. 30543 (May 29, 2013) (File No. 812-13886) (the ``Exemptive 
Order'').
    \7\ The Commission has previously approved the listing and 
trading on the Exchange of other of actively managed funds under 
Rule 8.600. See, e.g., Securities Exchange Act Release Nos. 60717 
(September 24, 2009), 74 FR 50853 (October 1, 2009) (SR-NYSEArca-
2009-74) (order approving listing of Four Grail Advisors RP 
Exchange-Traded Funds) and 67320 (June 29, 2012), 77 FR 39763 (July 
5, 2012) (SR-NYSEArca-2012-44) (order approving listing of the 
iShares Strategic Beta U.S. Large Cap Fund and iShares Strategic 
Beta U.S. Small Cap Fund).
    \8\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). The Adviser is wholly owned by WBI Trading Company, Inc., 
and the Sub-Adviser is an affiliate of WBI Trading Company. The 
Adviser and the Sub-Adviser are each registered as an investment 
adviser under the Advisers Act. As a result, the Adviser, the Sub-
Adviser and their related personnel are subject to the provisions of 
Rule 204A-1 under the Advisers Act relating to codes of ethics. This 
Rule requires investment advisers to adopt a code of ethics that 
reflects the fiduciary nature of the relationship to clients as well 
as compliance with other applicable securities laws. Accordingly, 
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with 
Rule 204A-1 under the Advisers Act. In addition, the Adviser, the 
Sub-Adviser, and their related personnel are subject to the 
provisions of Rule 206(4)-7 under the Advisers Act, which 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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    Commentary .06 to Rule 8.600 provides that, if the investment 
adviser to the investment company issuing Managed Fund Shares is 
affiliated with a broker-dealer, such investment adviser shall erect a 
``fire wall'' between the investment adviser and the broker-dealer with 
respect to access to information concerning the composition and/or 
changes to such investment company portfolio. In addition, Commentary 
.06 further requires that personnel who make decisions on the open-end 
fund's portfolio composition must be subject to procedures designed to 
prevent the use and dissemination of material nonpublic information 
regarding the open-end fund's portfolio. Commentary .06 to Rule 8.600 
is similar to Commentary .03(a)(i) and (iii) to NYSE Arca Equities Rule 
5.2(j)(3); however, Commentary .06 in connection with the establishment 
of a ``fire wall'' between the investment adviser and the broker-dealer 
reflects the applicable open-end fund's portfolio, not an underlying 
benchmark index, as is the case with index-based funds.
    The Adviser is a registered broker-dealer and is affiliated with a 
broker-dealer. The Sub-Adviser is also affiliated with a broker-dealer. 
In such capacity, the Adviser and Sub-Adviser will implement a firewall 
with respect to its relevant personnel and its broker-dealer affiliates 
regarding access to information concerning the composition and/or 
changes to a portfolio, and will be subject to procedures designed to 
prevent the use and dissemination of material non-public information 
regarding such portfolio. In the future, should (a) the Adviser and/or 
Sub-Adviser become newly affiliated with another broker-dealer, or (b) 
any new adviser or sub-adviser is a registered broker-dealer or becomes 
affiliated with a broker-dealer, it will implement a firewall with 
respect to such relevant personnel and/or its broker-dealer affiliate 
regarding access to information concerning the composition and/or 
changes to a portfolio, and will be subject to procedures designed to 
prevent the use and dissemination of material non-public information 
regarding such portfolio.
Common Fund Strategy and Characteristics
    Each Fund will be an actively-managed exchange-traded fund 
(``ETF'') and will not seek to replicate the performance of a specified 
index.
    According to the Registration Statement, the Sub-Adviser will 
manage each Fund's portfolio based on a proprietary selection process 
as described below (the ``Selection Process''). The Selection Process 
will attempt to provide consistent, attractive returns net of expenses 
with potentially less volatility and risk to capital than traditional 
approaches, whatever market conditions may be. Each Fund will define an 
absolute return approach to investment management in this way. The 
Selection Process will include a buy discipline and a sell discipline 
as described below.
    The Sub-Adviser will use quantitative computer screening of 
fundamental stock information to evaluate domestic and foreign small-
capitalization and mid-capitalization equity securities in an attempt 
to find companies with attractive characteristics worldwide. Dividend 
payments may be considered as part of the evaluation process.
    Once securities are identified, the Sub-Adviser will utilize an 
overlay of technical analysis to confirm timeliness of security 
purchases. The Sub-Adviser will then add qualifying securities using 
available cash within the parameters of a Fund's target allocations. In 
addition, the Sub-Adviser will use a proprietary bond model to assess 
the appropriate duration of any exposure to debt securities. Duration 
is a measure of a fixed income security's expected price sensitivity to 
changes in interest rates. Securities with longer durations are 
expected to experience greater price movements than securities with 
shorter durations for the same change in prevailing interest rates. A 
portion of a Fund's bond exposure may also be invested to pursue 
perceived opportunities in varying segments of the debt market. This 
systematic process of identifying, evaluating, and purchasing 
securities will constitute the Sub-Adviser's buy discipline for each 
Fund.
    According to the Registration Statement, once securities are 
purchased, the Sub-Adviser will maintain a strict sell discipline that 
attempts to control the effects of the volatility of each invested 
position on a Fund's value. If the security's price stays within this 
range of acceptable prices, the security will remain in a Fund. If the 
security's price falls below the bottom of this acceptable price range, 
the security will be sold. This will result in a responsive process 
that actively adjusts a Fund's allocation by causing it to become more 
fully invested or by raising cash to protect capital. During periods of 
high market volatility a significant amount of Fund holdings may be 
sold, resulting in a large allocation to cash in a Fund. The Selection 
Process will be run daily and cash will remain in the portfolio until a 
cash equivalent or a new security is purchased.
    According to the Registration Statement, each Fund will be, under 
normal market conditions,\9\ investing at least 80% of its net assets 
in securities according to its individual principal investment 
strategies as described below with respect to each Fund.
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    \9\ The term ``under normal market conditions'' or ``under 
normal circumstances'' includes, but is not limited to, the absence 
of adverse market, economic, political or other conditions, 
including extreme volatility or trading halts in the fixed income 
markets or the financial markets generally; operational issues 
causing dissemination of inaccurate market information; or force 
majeure type events such as systems failure, natural or man- made 
disaster, act of God, armed conflict, act of terrorism, riot or 
labor disruption or any similar intervening circumstance.
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    However, each Fund may temporarily depart from its principal 
investment strategy by making short-term investments in cash, cash 
equivalents, high-quality short-term debt securities, and money market 
instruments for temporary defensive purposes in response to adverse 
market, economic or political conditions. According to the Registration 
Statement, each Fund may acquire the following short-term investments: 
(1) Certificates of deposit issued by commercial banks as well as 
savings banks or savings and loan associations; (2) bankers' 
acceptances; (3) time deposits; and (4) commercial paper and short term 
notes rated at the time of purchase ``A-2'' or higher by Standard & 
Poor's[supreg], ``Prime-1'' by Moody's[supreg] Investors Service, Inc., 
or similarly rated by another nationally recognized statistical rating 
organization or, if unrated, will be determined by the Sub-Adviser to 
be of comparable quality, as well as U.S. Government obligations.
    According to the Registration Statement, certain Funds may use 
American depositary receipts (``ADR''), European depositary receipts 
(``EDR'') and Global depositary receipts (``GDR'') (collectively, 
``Depositary Receipts'') when, in the discretion of the Sub-Adviser, 
the use of such securities is warranted for liquidity, pricing, timing 
or other reasons. No Fund will invest more than 10% of its net assets 
in unsponsored Depositary Receipts.

[[Page 39037]]

    According to the Registration Statement, each Fund that invests 
primarily in equities as described further below may also invest up to 
20% of its principal investment assets in high-yield bonds (also known 
as ``junk bonds'').
Individual Fund Investments
WBI SMID Tactical Growth Shares
    According to the Registration Statement, the WBI SMID Tactical 
Growth Shares will seek long-term capital appreciation and the 
potential for current income, while also seeking to protect principal 
during unfavorable market conditions.
Principal Investments
    According to the Registration Statement, under normal market 
conditions, the Fund will invest at least 80% of its net assets in the 
exchange-listed equity securities of small-capitalization and mid-
capitalization \10\ domestic and foreign \11\ companies selected on the 
basis of the Selection Process.
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    \10\ According to the Registration Statement, the Sub-Adviser 
considers small-capitalization and mid-capitalization companies 
those that are not in the top ten percent of the securities in their 
primary market when ranked in order of market capital. For publicly 
traded U.S. companies in the current environment, this would include 
companies with market capitalizations of less than approximately $17 
billion. Companies below the ten percent threshold for small and 
mid-sized companies in non-U.S. markets may have capitalizations 
that differ from this U.S. Dollar equivalent amount because of the 
wide range of market capitalizations of companies available for 
investment in those markets.
    \11\ The Adviser has represented that each Fund will generally 
invest in equity securities that trade in markets that are members 
of the Intermarket Surveillance Group (``ISG'') or are parties to a 
comprehensive surveillance sharing agreement with the Exchange. For 
each Fund, not more than 10% of the net assets invested in exchange-
traded equity securities shall consist of equity securities whose 
principal market is not a member of ISG or is a market with which 
the Exchange does not have a comprehensive surveillance sharing 
agreement. Furthermore, for each Fund not more than 10% of the net 
assets invested in futures contracts or options contracts shall 
consist of futures contracts or options contracts whose principal 
market is not a member of ISG or is a market with which the Exchange 
does not have a comprehensive surveillance sharing agreement.
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    The types of equity securities in which the Fund will invest are 
common stocks, preferred stocks, rights, warrants, convertibles, master 
limited partnerships (exchange-traded businesses organized as 
partnerships (``MLPs'')), and exchange-traded real estate investment 
trusts (``REITs''). The Fund may invest up to 50% of the Fund's 
principal investments in the securities of issuers in emerging markets, 
which could consist of Depositary Receipts, dollar denominated foreign 
securities and foreign equity securities. The Fund's principal 
investments may also consist of ETFs \12\ that invest predominantly in 
small-capitalization and mid-capitalization equity securities and will 
be considered small-capitalization and mid-capitalization equity 
securities for purposes of the Fund's equity allocation target.
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    \12\ For purposes of this filing, ETFs include 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). The ETFs all will be listed and traded in the 
U.S. on registered exchanges. The ETFs in which a Fund may invest 
will primarily be index-based exchange-traded funds that hold 
substantially all of their assets in securities representing a 
specific index. While each Fund may invest in inverse ETFs, a Fund 
will not invest in leveraged (e.g., 2X, -2X, 3X or -3X) ETFs.
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Non-Principal Investments
    While the Fund, under normal circumstances, will invest at least 
80% of its net assets in its investments as described above, the Fund 
may directly invest in certain other investments, as described below. 
According to the Registration Statement, the Fund may invest up to 20% 
of the Fund's net assets in large-capitalization equities,\13\ domestic 
and foreign debt securities (including junk bonds), ETFs (other than 
ETFs noted in the Principal Investment section for the Fund, above, 
that invest predominantly in small-capitalization and mid-
capitalization equity securities), and/or in ``Option [sic] 
Strategies'' (as defined below) to enhance the Fund's returns or to 
mitigate risk and volatility.
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    \13\ According to the Registration Statement, large 
capitalization companies are those that are in the top ten percent 
of the securities in their primary market when ranked in order of 
market capital.
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    The Fund may invest in the following types of debt securities: 
Fixed, floating and variable corporate debt securities, U.S. Government 
securities, debt securities of foreign issuers, sovereign debt 
securities, U.S. government agency securities, and high-yield bonds. 
The Fund may also invest in agency and non-agency residential mortgage-
backed securities (``RMBS'') and asset-backed securities.\14\ The Fund 
may also invest in debt-based exchange-traded notes (``ETNs'').\15\ The 
Fund expects to invest in debt securities of all maturities, from less 
than one year up to thirty years, depending on the portfolio manager's 
assessment of the risks and opportunities along the yield curve. 
According to the Registration Statement, the yield curve refers to the 
differences in yield among debt assets of varying maturities.
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    \14\ ``Non-agency'' securities are financial instruments that 
have been issued by an entity that is not a government-sponsored 
agency, such as the Federal National Mortgage Association (``Fannie 
Mae''), Federal Home Loan Mortgage Corporation (``Freddie Mac''), 
Federal Home Loan Banks, or the Government National Mortgage 
Association (``Ginnie Mae'').
    \15\ See Amendment No. 1, supra note 4. ETNs are debt 
obligations of investment banks which are traded on exchanges and 
the returns of which are linked to the performance of market indexes 
and include securities listed and traded on the Exchange under NYSE 
Arca Equities Rule 5.2(j)(6) (``Index-Linked Securities''). In 
addition to trading ETNs on exchanges, investors may redeem ETNs 
directly with the issuer on a weekly basis, typically in a minimum 
amount of 50,000 units, or hold the ETNs until maturity.
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    In addition, the Fund may utilize equity options for individual 
securities including writing (selling) covered calls, buying puts, 
using combinations of calls and puts, using combinations of calls and 
combinations of puts, and entering into cap and floor agreements.\16\ 
The Fund may also use options overlying: Exchange listed equity 
indices; and futures on debt, interest rates, and currencies.\17\ 
Options may be both exchange-traded and over-the-counter (``OTC'') 
options (collectively, the ``Options Strategies'').
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    \16\ Caps and floors are put and call options on futures 
associated with interest rates used to help manage interest rate 
risk by establishing an upper (``cap'') and a lower (``floor'') 
hedge. A cap, also called a ceiling, is a call option on an interest 
rate. An interest rate cap is a series of component options, or 
``caplets'', for each period the cap exists. A caplet is designed to 
provide a hedge against a rise in the benchmark interest rate, such 
as the London Interbank Offered Rate (LIBOR), for a stated period. A 
floor is the mirror image of the cap. The interest rate floor, like 
the cap, consists of a series of component options, except that they 
are put options and the series components are referred to as 
``floorlets.''
    \17\ See Amendment No. 1, supra note 4.
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    The Fund may also enter into the following types of financial 
instruments: futures overlying equity indexes, interest rates, debt 
instruments, and currencies; government debt repurchase agreements; 
depository receipt conversion swaps \18\ into and out of the underlying 
stock; and forward contracts on currencies (collectively, the 
``Financial Instruments'').\19\ Cash balances arising from the use of 
Financial Instruments typically will be held in money market 
instruments.
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    \18\ A depository receipt conversion swap is used to move Fund 
holdings between foreign ordinaries and listed depository receipts 
using a receipt agent. The swap is achieved by purchasing ADRs, EDRs 
or GDRs or by purchasing the underlying domestic shares of the 
company on the primary exchange and then swapping them for the 
relevant depositary receipt. The conversion occurs when the 
depository receipt agent takes the depositary receipt and submits 
the receipt for conversion to the trust bank for a fee, and takes 
delivery of the foreign ordinaries.
    \19\ See Amendment No. 1, supra note 4.

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[[Page 39038]]

WBI SMID Tactical Value Shares
    According to the Registration Statement, the WBI SMID Tactical 
Value Shares will seek long-term capital appreciation and the potential 
for current income, while also seeking to protect principal during 
unfavorable market conditions.
Principal Investments
    According to the Registration Statement, under normal market 
conditions, the Fund will invest at least 80% of its net assets in the 
exchange-listed equity securities of small-capitalization and mid-
capitalization domestic and foreign companies selected by the Sub-
Adviser utilizing the Selection Process.
    The types of equity securities in which the Fund will invest are 
common stocks, preferred stocks, rights, warrants, convertibles, MLPs, 
and REITs. The Fund may invest up to 50% of the Fund's principal 
investments in the securities of issuers in emerging markets, which 
could consist of Depositary Receipts, dollar denominated foreign 
securities and foreign equity securities. The Fund's principal 
investments may also consist of ETFs that invest predominantly in 
small-capitalization and mid-capitalization equity securities and will 
be considered small-capitalization and mid-capitalization equity 
securities for purposes of the Fund's equity allocation target.
Non-Principal Investments
    While the Fund, under normal circumstances, will invest at least 
80% of its net assets in its investments as described above, the Fund 
may directly invest in certain other investments, as described below. 
According to the Registration Statement, the Fund may invest up to 20% 
of its net assets in large-capitalization equities, domestic and 
foreign debt securities (including junk bonds), ETFs (other than ETFs 
noted in the Principal Investments section for the Fund, above, that 
invest predominantly in small-capitalization and mid-capitalization 
equity securities), and/or in Option [sic] Strategies to enhance the 
Fund's returns or to mitigate risk and volatility. The Fund may also 
use Financial Instruments. Cash balances arising from the use of 
Financial Instruments typically will be held in money market 
instruments.
    The types of debt securities in which the Fund will invest are 
fixed, floating and variable corporate debt securities, U.S. Government 
securities, debt securities of foreign issuers, sovereign debt 
securities, U.S. government agency securities, and high-yield bonds. 
The Fund may also invest in debt-based ETNs. The Fund expects to invest 
in debt securities of all maturities, from less than one year up to 
thirty years, depending on the portfolio manager's assessment of the 
risks and opportunities along the yield curve.
WBI SMID Tactical Yield Shares
    According to the Registration Statement, the WBI SMID Tactical 
Yield Share will seek long-term capital appreciation and the potential 
for current income, while also seeking to protect principal during 
unfavorable market conditions.
Principal Investments
    Under normal market conditions, the Fund will invest at least 80% 
of its net assets in the exchange-listed dividend-paying equity 
securities of small-capitalization and mid-capitalization domestic and 
foreign companies selected by the Sub-Adviser utilizing the Selection 
Process.
    The types of equity securities in which the Fund will invest are 
common stocks, preferred stocks, rights, warrants, convertibles, MLPs, 
and REITs.
    The Fund may invest up to 50% of the Fund's principal investments 
in the securities of issuers in emerging markets, which could consist 
of Depositary Receipts, dollar denominated foreign securities and 
foreign equity securities. The Fund's principal investments may also 
consist of ETFs that invest predominantly in small-capitalization and 
mid-capitalization equity securities and will be considered small-
capitalization and mid-capitalization equity securities for purposes of 
the Fund's equity allocation target.
Non-Principal Investments
    While the Fund, under normal circumstances, will invest at least 
80% of its net assets in its investments as described above, the Fund 
may directly invest in certain other investments, as described below. 
According to the Registration Statement, the Fund may invest up to 20% 
of the Fund's net assets in large-capitalization equities, domestic and 
foreign debt securities, high-yield bonds and/or in Option [sic] 
Strategies and Financial Instruments. Cash balances arising from the 
use of Financial Instruments typically will be held in money market 
instruments.
    The types of debt securities in which the Fund will invest are 
fixed, floating and variable corporate debt securities, U.S. Government 
securities, debt securities of foreign issuers, sovereign debt 
securities, U.S. government agency securities, and high-yield bonds. 
The Fund may also invest in debt-based ETNs and ETFs. The Fund expects 
to invest in debt securities of all maturities, from less than one year 
up to thirty years, depending on the portfolio manager's assessment of 
the risks and opportunities along the yield curve.
WBI SMID Tactical Select Shares
    According to the Registration Statement, the WBI SMID Tactical 
Select Shares will seek long-term capital appreciation and the 
potential for current income, while also seeking to protect principal 
during unfavorable market conditions.
Principal Investments
    Under normal market conditions, the Fund will invest at least 80% 
of its net assets in the exchange-listed equity securities of small-
capitalization and mid-capitalization domestic and foreign companies 
selected by the Sub-Adviser utilizing the Selection Process.
    The types of equity securities in which the Fund will invest are 
common stocks, preferred stocks, rights, warrants, convertibles, MLPs, 
and REITs.
    The Fund may invest up to 50% of the Fund's principal investments 
in the securities of issuers in emerging markets, which could consist 
of Depositary Receipts, dollar denominated foreign securities and 
foreign equity securities. The Fund may also invest up to 20% of the 
Fund's principal investments in junk bonds. The Fund's principal 
investments may also consist of ETFs that invest predominantly in 
small-capitalization and mid-capitalization equity securities and will 
be considered small-capitalization and mid-capitalization equity 
securities for purposes of the Fund's equity allocation target.
Non-Principal Investments
    While the Fund, under normal circumstances, will invest at least 
80% of its net assets in its investments as described above, the Fund 
may directly invest in certain other investments, as described below. 
According to the Registration Statement, the Fund may invest up to 20% 
of the Fund's net assets in large-capitalization equities, domestic and 
foreign debt securities, high-yield bonds and/or in Option [sic] 
Strategies and Financial Instruments. Cash balances arising from the 
use of Financial Instruments typically will be held in money market 
instruments.

[[Page 39039]]

    The types of debt securities in which the Fund will invest are 
fixed, floating and variable corporate debt securities, U.S. Government 
securities, debt securities of foreign issuers, sovereign debt 
securities, U.S. government agency securities, and high-yield bonds. 
The Fund may also invest in debt-based ETNs and ETFs. The Fund expects 
to invest in debt securities of all maturities, from less than one year 
up to thirty years, depending on the portfolio manager's assessment of 
the risks and opportunities along the yield curve.
WBI Large Cap Tactical Growth Shares
    According to the Registration Statement, the WBI Large Cap Tactical 
Growth Shares objectives are to seek long-term capital appreciation and 
the potential for current income, while also seeking to protect 
principal during unfavorable market conditions.
Principal Investments
    Under normal market conditions, the Fund will invest at least 80% 
of its net assets in the exchange-listed equity securities of large 
capitalization domestic and foreign companies selected by the Sub-
Adviser utilizing the Selection Process.
    The types of equity securities in which the Fund will invest are 
common stocks, preferred stocks, rights, warrants, convertibles, MLPs, 
and REITs.
    The Fund may invest up to 50% of the Fund's principal investments 
in the securities of issuers in emerging markets, which could consist 
of Depositary Receipts, dollar denominated foreign securities and 
foreign equity securities. The Fund's principal investments may also 
consist of ETFs that invest predominantly in small-capitalization and 
mid-capitalization equity securities and will be considered small-
capitalization and mid-capitalization equity securities for purposes of 
the Fund's equity allocation target.
Non-Principal Investments
    While the Fund, under normal circumstances, will invest at least 
80% of its net assets in its investments as described above, the Fund 
may directly invest in certain other investments, as described below. 
According to the Registration Statement, up to 20% of the Fund's net 
assets may be invested in small-capitalization and mid-capitalization 
equities, domestic and foreign debt securities, and high-yield bonds 
and/or in Option [sic] Strategies and Financial Instruments. Cash 
balances arising from the use of Financial Instruments typically will 
be held in money market instruments.
    The types of debt securities in which the Fund will invest are 
fixed, floating and variable corporate debt securities, U.S. Government 
securities, debt securities of foreign issuers, sovereign debt 
securities, U.S. government agency securities, and high-yield bonds. 
The Fund may also invest in debt-based ETNs and ETFs. The Fund expects 
to invest in debt securities of all maturities, from less than one year 
up to thirty years, depending on the portfolio manager's assessment of 
the risks and opportunities along the yield curve.
WBI Large Cap Tactical Value Shares
    According to the Registration Statement, the WBI Large Cap Tactical 
Value Shares objectives are to seek long-term capital appreciation and 
the potential for current income, while also seeking to protect 
principal during unfavorable market conditions.
Principal Investments
    Under normal market conditions, the Fund will invest at least 80% 
of its net assets in the exchange-listed equity securities of large 
capitalization domestic and foreign companies selected by the Sub-
Adviser utilizing the Selection Process.
    The types of equity securities in which the Fund will invest are 
common stocks, preferred stocks, rights, warrants, convertibles, MLPs, 
and REITs.
    The Fund may invest up to 50% of the Fund's principal investments 
in the securities of issuers in emerging markets, which could consist 
of Depositary Receipts, dollar denominated foreign securities and 
foreign equity securities. The Fund may also invest up to 20% of the 
Fund's principal investments in junk bonds. The Fund's principal 
investments may also consist of ETFs that invest predominantly in 
small-capitalization and mid-capitalization equity securities and will 
be considered small-capitalization and mid-capitalization equity 
securities for purposes of the Fund's equity allocation target.
Non-Principal Investments
    While the Fund, under normal circumstances, will invest at least 
80% of its net assets in its investments as described above, the Fund 
may directly invest in certain other investments, as described below. 
According to the Registration Statement, up to 20% of the Fund's net 
assets may be invested in small-capitalization and mid-capitalization 
equities, domestic and foreign debt securities, and high-yield bonds 
and/or in Option [sic] Strategies and Financial Instruments. Cash 
balances arising from the use of Financial Instruments typically will 
be held in money market instruments.
    The types of debt securities in which the Fund will invest are 
fixed, floating and variable corporate debt securities, U.S. Government 
securities, debt securities of foreign issuers, sovereign debt 
securities, U.S. government agency securities, and high-yield bonds. 
The Fund may also invest in debt-based ETNs and ETFs. The Fund expects 
to invest in debt securities of all maturities, from less than one year 
up to thirty years, depending on the portfolio manager's assessment of 
the risks and opportunities along the yield curve.
WBI Large Cap Tactical Yield Shares
    According to the Registration Statement, the WBI Large Cap Tactical 
Yield Shares will seek long-term capital appreciation and the potential 
for current income, while also seeking to protect principal during 
unfavorable market conditions.
Principal Investments
    Under normal market conditions, the Fund will invest at least 80% 
of its net assets in the exchange-listed dividend-paying equity 
securities of large capitalization domestic and foreign companies 
selected by the Sub-Adviser utilizing the Selection Process.
    The types of equity securities in which the Fund will invest are 
common stocks, preferred stocks, rights, warrants, convertibles, MLPs, 
and REITs.
    The Fund may invest up to 50% of the Fund's principal investments 
in the securities of issuers in emerging markets, which could consist 
of Depositary Receipts, dollar denominated foreign securities and 
foreign equity securities. The Fund may also invest up to 20% of the 
Fund's principal investments in high-yield bonds. The Fund's principal 
investments may also consist of ETFs that invest predominantly in 
small-capitalization and mid-capitalization equity securities and will 
be considered small-capitalization and mid-capitalization equity 
securities for purposes of the Fund's equity allocation target.
Non-Principal Investments
    While the Fund, under normal circumstances, will invest at least 
80% of its net assets in its investments as described above, the Fund 
may directly invest in certain other investments, as

[[Page 39040]]

described below. According to the Registration Statement, up to 20% of 
the Fund's net assets may be invested in small-capitalization and mid-
capitalization equities, domestic and foreign debt securities, high-
yield bonds and/or in Option [sic] Strategies and Financial 
Instruments. Cash balances arising from the use of Financial 
Instruments typically will be held in money market instruments.
    The types of debt securities in which the Fund will invest are 
fixed, floating and variable corporate debt securities, U.S. Government 
securities, debt securities of foreign issuers, sovereign debt 
securities, U.S. government agency securities, and high-yield bonds. 
The Fund may also invest in debt-based ETNs and ETFs. The Fund expects 
to invest in debt securities of all maturities, from less than one year 
up to thirty years, depending on the portfolio manager's assessment of 
the risks and opportunities along the yield curve.
WBI Large Cap Tactical Select Shares
    According to the Registration Statement, the WBI Large Cap Tactical 
Select Shares objectives are to seek long-term capital appreciation and 
the potential for current income, while also seeking to protect 
principal during unfavorable market conditions.
Principal Investments
    Under normal market conditions, the Fund will invest at least 80% 
of its net assets in the exchange-listed equity securities of large 
capitalization domestic and foreign companies selected by the Sub-
Adviser utilizing the Selection Process.
    The types of equity securities in which the Fund will invest are 
common stocks, preferred stocks, rights, warrants, convertibles, MLPs, 
and REITs.
    The Fund may invest up to 50% of the Fund's principal investments 
in the securities of issuers in emerging markets, which could consist 
of Depositary Receipts, dollar denominated foreign securities and 
foreign equity securities. The Fund may also invest up to 20% of the 
Fund's principal investments in junk bonds. The Fund's principal 
investments may also consist of ETFs that invest predominantly in 
small-capitalization and mid-capitalization equity securities and will 
be considered small-capitalization and mid-capitalization equity 
securities for purposes of the Fund's equity allocation target.
Non-Principal Investments
    While the Fund, under normal circumstances, will invest at least 
80% of its net assets in its investments as described above, the Fund 
may directly invest in certain other investments, as described below. 
According to the Registration Statement, up to 20% of the Fund's net 
assets may be invested in small-capitalization and mid-capitalization 
equities, domestic and foreign debt securities, and high-yield bonds 
and/or in Option [sic] Strategies described above and Financial 
Instruments. Cash balances arising from the use of Financial 
Instruments typically will be held in money market instruments.
    The types of debt securities in which the Fund will invest are 
fixed, floating and variable corporate debt securities, U.S. Government 
securities, debt securities of foreign issuers, sovereign debt 
securities, U.S. government agency securities, and high-yield bonds. 
The Fund may also invest in debt-based ETNs and ETFs. The Fund expects 
to invest in debt securities of all maturities, from less than one year 
up to thirty years, depending on the portfolio manager's assessment of 
the risks and opportunities along the yield curve.
WBI Tactical Income Shares
    According to the Registration Statement, the WBI Tactical Income 
Shares objectives are to seek current income with the potential for 
long-term capital appreciation, while also seeking to protect principal 
during unfavorable market conditions.
Principal Investments
    Under normal market conditions, the Fund will invest at least 80% 
of its net assets in income producing debt and exchange listed equity 
securities of foreign and domestic issuers, including the securities of 
foreign and domestic corporate and governmental entities selected by 
the Sub-Adviser utilizing the Selection Process.
    The types of debt securities in which the Fund will invest are 
corporate debt securities, U.S. Government securities, debt securities 
of foreign issuers, sovereign debt securities, U.S. government agency 
securities, high-yield bonds, variable and floating rate securities, 
and debt-based ETNs and ETFs. The Fund expects to invest in debt 
securities of all maturities, from less than one year up to thirty 
years, depending on the portfolio manager's assessment of the risks and 
opportunities along the yield curve.
    The types of equity securities in which the Fund will invest are 
common stocks, preferred stocks, rights, warrants, convertibles [sic] 
MLPs, and REITs. The Fund may invest in companies of any size market 
capitalization.
    The Fund may invest up to 50% of the Fund's principal investments 
in the securities of issuers in emerging markets, which could consist 
of Depositary Receipts, dollar denominated foreign securities and 
foreign equity securities. The Fund may also invest up to 40% of the 
Fund's principal investments in junk bonds. The Fund's principal 
investments may also consist of ETFs that invest predominantly in debt 
securities and will be considered debt securities for the purposes of 
the Fund's debt target allocation and investments in other investment 
companies that invest predominantly in dividend-paying equity 
securities are considered dividend-paying equity securities for the 
purposes of the fund's income producing securities target allocation.
Non-Principal Investments
    While the Fund, under normal circumstances, will invest at least 
80% of its net assets in its investments as described above, the Fund 
may directly invest in certain other investments, as described below. 
According to the Registration Statement, up to 20% of the Fund's net 
assets may be invested in exchange listed foreign and domestic equities 
(other than the foreign and domestic equities noted in the Principal 
Investment section for the Fund, above), ETFs, ETNs (other than the 
debt-based ETFs and ETNs noted in the Principal Investment section for 
the Fund, above), and/or in Option [sic] Strategies and Financial 
Instruments. Cash balances arising from the use of Financial 
Instruments typically will be held in money market instruments.
WBI Tactical High Income Shares
    According to the Registration Statement, the WBI Tactical High 
Income Shares investment objectives are to seek high current income 
with the potential for long-term capital appreciation, while also 
seeking to protect principal during unfavorable market conditions.
Principal Investments
    Under normal market conditions, the Fund will invest at least 80% 
of its net assets in income producing debt and exchange listed equity 
securities of foreign and domestic issuers, including the securities of 
foreign and domestic corporate and governmental entities selected by 
the Sub-Adviser utilizing the Selection Process.

[[Page 39041]]

    The types of debt securities in which the Fund will invest are 
corporate debt securities, U.S. Government securities, debt securities 
of foreign issuers, sovereign debt securities, U.S. government agency 
securities, high-yield bonds, variable and floating rate securities, 
and debt-based ETNs and ETFs. The Fund expects to invest in debt 
securities of all maturities, from less than one year up to thirty 
years, depending on the portfolio manager's assessment of the risks and 
opportunities along the yield curve.
    The types of equity securities in which the Fund will invest are 
common stocks, preferred stocks, rights, warrants, convertibles [sic] 
MLPs, and REITs. The Fund may invest in companies of any size market 
capitalization.
    The Fund may invest up to 50% of the Fund's principal investments 
in the securities of issuers in emerging markets, which could consist 
of Depositary Receipts, dollar denominated foreign securities and 
foreign equity securities. The Fund may also invest up to 80% of the 
Fund's principal investments in junk bonds. The Fund's principal 
investments may also consist of ETFs that invest predominantly in debt 
securities and will be considered debt securities for the purposes of 
the Fund's debt target allocation and investments in other investment 
companies that invest predominantly in dividend-paying equity 
securities are considered dividend-paying equity securities for the 
purposes of the fund's income producing securities target allocation.
Non-Principal Investments
    While the Fund, under normal circumstances, will invest at least 
80% of its net assets in its investments as described above, the Fund 
may directly invest in certain other investments, as described below. 
According to the Registration Statement, up to 20% of the Fund's net 
assets may be invested in exchange listed foreign and domestic equities 
(other than the foreign and domestic equities noted in the Principal 
Investment section for the Fund, above), ETFs, ETNs (other than the 
debt-based ETFs and ETNs noted in the Principal Investment section for 
the Fund, above), and/or in Option [sic] Strategies and Financial 
Instruments. Cash balances arising from the use of Financial 
Instruments typically will be held in money market instruments.
Investment Restrictions
    Each Fund will seek to qualify for treatment as a regulated 
investment company (``RIC'') under Subchapter M of the Internal Revenue 
Code of 1986, as amended.\20\
---------------------------------------------------------------------------

    \20\ 26 U.S.C. 151 [sic].
---------------------------------------------------------------------------

    As part of its non-principal strategy, a 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.\21\ Each Fund will monitor its portfolio liquidity on an 
ongoing basis to determine whether, in the 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 and other illiquid assets.
---------------------------------------------------------------------------

    \21\ The Commission has stated that long-standing Commission 
guidelines have required open-end funds to hold no more than 15% of 
their net assets in illiquid securities and other illiquid assets. 
See Investment Company Act Release No. 8901 (March 11, 2008), 73 FR 
14618 (March 18, 2008), footnote 34. See also, Investment Company 
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 
1970) (Statement Regarding ``Restricted Securities''); Investment 
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio 
security is illiquid if it cannot be disposed of in the ordinary 
course of business within seven days at approximately the value 
ascribed to it by the ETF. See Investment Company Act Release No. 
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting 
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act 
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) 
(adopting Rule 144A under the Securities Act of 1933).
---------------------------------------------------------------------------

    According to the Registration Statement, a Fund will not invest 
more than 25% of its total assets, directly or indirectly, through 
underlying ETFs, in an individual industry, as defined by the Standard 
Industrial Classification Codes utilized by the Division of Corporate 
Finance of the Commission.\22\ 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.
---------------------------------------------------------------------------

    \22\ See Form N-1A, Item 5. The Commission has taken the 
position that a fund is concentrated if it invests more than 25% of 
the value of its total assets in any one industry. See, e.g., 
Investment Company Act Release No. 9011 (October 30, 1975), 40 FR 
54241 (November 21, 1975).
---------------------------------------------------------------------------

    According to the Registration Statement, a Fund may not purchase or 
sell physical commodities or physical commodity contracts unless 
acquired as a result of ownership of securities or other instruments 
issued by persons that purchase or sell commodities or commodities 
contracts, but this shall not prevent a Fund from purchasing, selling 
and entering into financial futures contracts (including futures 
contracts on indices of securities, interest rates and currencies), 
options on financial futures contracts (including futures contracts on 
indices of securities, interest rates and currencies), warrants, swaps, 
forward contracts, or other derivative instruments that are not related 
to physical commodities.
Net Asset Value
    According to the Registration Statement, each Fund will calculate 
net asset value (``NAV'') of the Shares of the respective Fund using 
the NAV of the respective Fund. NAV per share for each Fund will be 
computed by dividing the value of the net assets of a Fund (i.e., the 
Fund's total assets less total liabilities) by the total number of 
shares outstanding, rounded to the nearest cent; however, for purposes 
of determining the price of Creation Units, the NAV will be calculated 
to five decimal places.
    For purposes of calculating NAV, portfolio securities and other 
assets for which market quotes are readily available will be valued at 
market value. Market value will generally be determined on the basis of 
last reported sales prices, or if no sales are reported, based on 
quotes obtained from a quotation reporting system, established market 
makers, or pricing services.
    In calculating NAV, each Fund's exchange traded equity investments, 
including domestic and foreign common stocks, preferred stocks, rights, 
warrants, convertibles, Depositary Receipts, ETFs, ETNs, MLPs and 
REITS, will be valued at market value, which will generally be 
determined using the last reported official closing or last trading 
price on the exchange or market on which the security is primarily 
traded at the time of valuation or, if no sale has occurred, at the 
last quoted bid price on the primary market or exchange on which they 
are traded.
    Unsponsored Depositary Receipts will be valued on the basis of the 
market closing price on the exchange where the stock of the foreign 
issuer that underlies the Depositary Receipt is listed. Debt 
securities, including fixed, floating and variable corporate debt 
securities, U.S. Government securities, debt securities of foreign 
issuers, sovereign debt securities, U.S. government agency securities 
and high-yield bonds will be valued using market quotations when 
available or other equivalent indications of value provided by a third-
party pricing service. Mortgage-backed securities, asset-backed 
securities, money market instruments and Financial Instruments (with 
the exception of reverse repurchase agreements, discussed below) will 
be

[[Page 39042]]

valued by relying on third-party pricing services.
    Any such third-party pricing service may use a variety of 
methodologies to value some or all of a Fund's debt securities to 
determine the market price. For example, the prices of securities with 
characteristics similar to those held by each Fund may be used to 
assist with the pricing process. In addition, the pricing service may 
use proprietary pricing models. In certain cases, some of a Fund's debt 
securities may be valued at the mean between the last available bid and 
ask prices for such securities or, if such prices are not available, at 
prices for securities of comparable maturity, quality, and type.
    Short-term debt instruments having a remaining maturity of 60 days 
or less will generally be valued at amortized cost, which approximates 
market value.
    Exchange traded equity options are generally valued on a basis of 
quotes obtained from a quotation reporting system, established market 
makers, or pricing services. Non-exchange-traded derivatives, including 
forwards, swaps, and certain options, will normally be valued on the 
basis of quotes obtained from brokers and dealers or pricing services 
using data reflecting the closing of the principal markets for those 
assets. Prices obtained from independent pricing services use 
information provided by market makers or estimates of market values 
obtained from yield data relating to investments or securities with 
similar characteristics.
    OTC options may be valued intraday through option valuation models 
(e.g., Black-Scholes) or using exchange traded options as a proxy, or 
another proxy as determined to be appropriate by the third party market 
data provider. Futures and options on futures will be valued at the 
settlement price determined by the applicable exchange.
    Caps and floors will be valued using the exchange closing prices on 
the interest rate options.
    Reverse repurchase agreements and Rule 144A securities will 
generally be valued at bid prices received from independent pricing 
services as of the announced closing time for trading in such 
instruments.
    Investments that may be valued using fair value pricing include, 
but are not limited to: (1) Securities that are not actively traded, 
including ``restricted'' securities and securities received in private 
placements for which there is no public market; (2) securities of an 
issuer that becomes bankrupt or enters into a restructuring; (3) 
securities whose trading has been halted or suspended; and (4) foreign 
securities traded on exchanges that close before a Fund's NAV is 
calculated. The NAV will be calculated by the Administrator and 
determined each Business Day as of the close of regular trading on the 
Exchange (ordinarily 4:00 p.m., Eastern time (``E.T.''). The Shares of 
each Fund will not be priced on days on which the Exchange is closed 
for trading.
Indicative Intra-Day Value
    According to the Registration Statement, an independent third party 
calculator, initially the Exchange, will calculate the Indicative 
Intra-Day Value (``IIV'') for each Fund during hours of trading on the 
Exchange by dividing the ``Estimated Fund Value'' as of the time of the 
calculation by the total number of outstanding Shares of that Fund. 
``Estimated Fund Value'' is the sum of the estimated amount of cash 
held in a Fund's portfolio, the estimated amount of accrued interest 
owed to a Fund and the estimated value of the securities held in a 
Fund's portfolio, minus the estimated amount of a Fund's liabilities. 
The IIV will be calculated based on the same portfolio holdings 
disclosed on the Trust's Web site. The IIV will be widely disseminated 
by one or more major market data vendors at least every 15 seconds 
during the Core Trading Session.
    According to the Registration Statement, each Fund will provide the 
independent third party calculator with information to calculate the 
IIV, but a Fund will not be involved in the actual calculation of the 
IIV and are not responsible for the calculation or dissemination of the 
IIV. Each Fund makes no warranty as to the accuracy of the IIV. The IIV 
should not be viewed as a ``real-time'' update of NAV because the IIV 
may not be calculated in the same manner as NAV, which will be computed 
once per day.
    In addition, the Portfolio Indicative Value, as defined in NYSE 
Arca Equities Rule 8.600 (c)(3), will be widely disseminated by one or 
more major market data vendors at least every 15 seconds during the 
Core Trading Session.\23\ The IIV dissemination together with the 
Disclosed Portfolio, will allow investors to determine the value of the 
underlying portfolio of each Fund on a daily basis and to provide a 
close estimate of that value throughout the trading day.
---------------------------------------------------------------------------

    \23\ Currently, the Exchange understands that several major 
market data vendors display and/or make widely available IIV taken 
from CTA or other data feeds.
---------------------------------------------------------------------------

    The IIV is the same as the Portfolio Indicative Value as defined in 
NYSE Arca Equities Rule 8.600 (c)(3).
Creations and Redemptions of Shares
    According to the Registration Statement, each Fund will offer and 
issue Shares only in aggregations of a specified number of Shares 
(each, a ``Creation Unit''). Creation Unit sizes will be 50,000 Shares 
per Creation Unit. The Creation Unit size for a Fund may change. Each 
Fund will issue and redeem Shares only in Creation Units at the NAV 
next determined after receipt of an order on a continuous basis on a 
``Business Day''. A Business Day with respect to a Fund will be, 
generally, any day on which the Exchange is open for business. The NAV 
of a Fund will be determined once each Business Day, normally as of the 
close of trading on the NYSE (normally, 4:00 p.m. E.T.). An order to 
purchase or redeem Creation Units will be deemed to be received on the 
Business Day on which the order is placed provided that the order is 
placed in proper form prior to the applicable cut-off time (typically 
required by 4:00 p.m. E.T. or 3:00 p.m. E.T. in the case of custom 
orders).
    The consideration for purchase of a Creation Unit of a Fund will 
generally consist of the ``in-kind'' deposit of a designated portfolio 
of securities (the ``Deposit Securities'') per each Creation Unit and a 
specified cash payment (the ``Cash Component''). However, consideration 
may consist of the cash value of the Deposit Securities (``Deposit 
Cash'') and the Cash Component.
    Together, the Deposit Securities or Deposit Cash, as applicable, 
and the Cash Component will constitute the ``Fund Deposit,'' which 
represents the minimum initial and subsequent investment amount for a 
Creation Unit of any Fund. The ``Cash Component'' is an amount equal to 
the difference between the NAV of the Shares (per Creation Unit) and 
the market value of the Deposit Securities or Deposit Cash, as 
applicable. The Cash Component will serve the function of compensating 
for any differences between the NAV per Creation Unit and the market 
value of the Deposit Securities or Deposit Cash, as applicable.
    The Custodian, through the National Securities Clearing Corporation 
(``NSCC''), will make available on each Business Day, immediately prior 
to the opening of business on the Exchange (currently 9:30 a.m. E.T.), 
the list of the names and the required number of shares of each Deposit 
Security or the required amount of Deposit Cash, as applicable, to be 
included in the current Fund Deposit (based on information at the end 
of the previous Business Day) for a Fund. According to the Registration 
Statement, the Trust

[[Page 39043]]

reserves the right to permit or require the substitution of an amount 
of cash (i.e., a ``cash in lieu'' amount) to be added to the Cash 
Component to replace any Deposit Security. The Adviser represents that, 
to the extent the Trust permits or requires a ``cash in lieu'' amount, 
such transactions will be effected in the same or equitable manner for 
all authorized participants.
    Shares may be redeemed only in Creation Units at their NAV next 
determined after receipt of a redemption request in proper form by a 
Fund through the Transfer Agent and only on a Business Day.
    With respect to each Fund, the Custodian, through the NSCC, will 
make available immediately prior to the opening of business on the 
Exchange (currently 9:30 a.m. E.T.) on each Business Day, the list of 
the names and share quantities of each Fund's portfolio securities that 
will be applicable (subject to possible amendment or correction) to 
redemption requests received in proper form on that day (``Fund 
Securities'').
    Redemption proceeds for a Creation Unit typically will be paid in-
kind; however, such proceeds may be paid in cash or a combination of 
in-kind and cash, as determined by the Trust. With respect to in-kind 
redemptions of a Fund, redemption proceeds for a Creation Unit will 
consist of Fund Securities as announced by the Custodian on the 
Business Day of the request for redemption received in proper form plus 
or minus cash in an amount equal to the difference between the NAV of 
the Shares being redeemed, as next determined after a receipt of a 
request in proper form, and the value of a Fund's Securities (the 
``Cash Redemption Amount''), less a fixed redemption transaction fee 
and any applicable additional variable charge. The Adviser represents 
that all persons redeeming Shares during a Business Day will be treated 
in the same manner with respect to payment of proceeds in-kind, in 
cash, or in a combination thereof.
    The Trust may, in its discretion, exercise its option to redeem 
Shares in cash, and the redeeming Shareholders will be required to 
receive its redemption proceeds in cash, as described in the 
Registration Statement. The investor will receive a cash payment equal 
to the NAV of its Shares based on the NAV of Shares of the relevant 
Fund next determined after the redemption request is received in proper 
form. The Adviser represents that, to the extent the Trust effects a 
redemption of Shares in cash, such transactions will be effected in the 
same manner for all Authorized Participants.
Availability of Information
    Each Fund's Web site, www.wbishares.com, which will be publicly 
available prior to the public offering of Shares, will include a form 
of the prospectus for each Fund that may be downloaded. The Web site 
will include additional quantitative information updated on a daily 
basis, including (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''),\24\ 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 (9:30 a.m. E.T. to 
4:00 p.m. E.T.) on the Exchange, each Fund will disclose on the Fund's 
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.\25\ The Web site information will be 
publicly available at no charge.
---------------------------------------------------------------------------

    \24\ The Bid/Ask Price of each Fund will be determined using the 
mid-point of the highest bid and the lowest offer on the Exchange as 
of the time of calculation of each Fund's NAV. The records relating 
to Bid/Ask Prices will be retained by each Fund and their service 
providers.
    \25\ Under accounting procedures followed by each Funds, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, each Fund 
will be able to disclose at the beginning of the business day the 
portfolio that will form the basis for the NAV calculation at the 
end of the business day.
---------------------------------------------------------------------------

    On a daily basis, each Fund will disclose on the Fund's Web site 
the following information regarding each portfolio holding, as 
applicable to the type of holding: Ticker symbol, the individual 
identifier (CUSIP) 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 the Fund's portfolio. The 
Web site information will be publicly available at no charge.
    In addition, a basket composition file, which includes the security 
names and share quantities required to be delivered in exchange for 
Fund Shares, together with estimates and actual cash components, will 
be publicly disseminated daily prior to the opening of the NYSE via the 
NSCC. The basket represents one Creation Unit of each Fund.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), Shareholder Reports and Form N-CSR. The Trust's 
SAI and Shareholder Reports are available free upon request from the 
Trust, and those documents and the Form N-CSR may be viewed on-screen 
or downloaded from the Commission's Web site at www.sec.gov. 
Information regarding market price and trading volume of the Shares 
will be continually available on a real-time basis throughout the day 
on brokers' computer screens and other electronic services. Information 
regarding the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers.
    Quotation and last-sale information for the Shares and underlying 
domestic exchange listed equities securities, including common stocks, 
preferred stocks, rights, warrants, convertibles, Depositary Receipts, 
ETFs, ETNs, MLPs and REITS, will be available via the Consolidated Tape 
Association (``CTA'') high-speed line and from the national securities 
exchange on which they are listed. Quotation and last-sale information 
for domestic exchange-listed options contracts will be available via 
the Options Price Reporting Authority.
    Price information regarding equity securities and options traded on 
non-U.S. securities exchanges will be available from the exchanges 
trading such securities, automated quotation systems, published or 
other public sources, or on-line information services such as Bloomberg 
or Reuters.
    Quotation information for unsponsored Depositary Receipts will be 
available from major market data vendors. Quotation information for 
non-exchange-traded derivatives, including OTC options, forwards, and 
swaps may be obtained from brokers and dealers who make markets in such 
securities or major market data vendors. Price information on futures 
and options on futures will be available from major market data vendors 
and from securities and futures exchanges, as applicable.
    Quotation information for debt securities, including fixed, 
floating and variable corporate debt securities, U.S. Government 
securities, debt securities of foreign issuers, sovereign debt 
securities, U.S. government agency securities and high-yield bonds, 
will be

[[Page 39044]]

available from major market data vendors. In addition, quotation 
information from brokers and dealers or major market data vendors will 
be available for mortgage-backed; asset-backed securities; money market 
instruments; short-term debt securities; and Financial Instruments.
    Additional information regarding the Trust and the Shares, 
including investment strategies, risks, creation and redemption 
procedures, fees (including money manager and other advisory or 
management fees), portfolio holdings disclosure policies, distributions 
and taxes is included in the Registration Statement. All terms relating 
to each 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 each Fund.\26\
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    \26\ See NYSE Arca Equities Rule 7.12, Commentary .04.
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    Trading in Shares of a Fund will be halted if the circuit breaker 
parameters in NYSE Arca Equities Rule 7.12 have been reached. Trading 
also may be halted because of market conditions or for reasons that, in 
the view of the Exchange, make trading in the Shares inadvisable. These 
may include: (1) The extent to which trading is not occurring in the 
securities and/or the Financial Instruments comprising the Disclosed 
Portfolio of a Fund; or (2) whether other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present. Trading in the Shares will be subject to NYSE Arca 
Equities Rule 8.600(d)(2)(D), which sets forth circumstances under 
which Shares of a Fund may be halted.
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. E.T. in accordance with 
NYSE Arca Equities Rule 7.34 (Opening, Core, and Late Trading 
Sessions). The Exchange has appropriate rules to facilitate 
transactions in the Shares during all trading sessions. As provided in 
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price 
variation (``MPV'') for quoting and entry of orders in equity 
securities traded on the NYSE Arca Marketplace is $0.01, with the 
exception of securities that are priced less than $1.00 for which the 
MPV for order entry is $0.0001.
    The Shares of each Fund will conform to the initial and continued 
listing criteria under NYSE Arca Equities Rule 8.600. Consistent with 
NYSE Arca Equities Rule 8.600(d)(2)(B)(ii), each Fund's Reporting 
Authority will 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 each Fund's portfolio. 
The Exchange represents that, for initial and/or continued listing, 
each Fund will be in compliance with Rule 10A-3 \27\ under the Act, as 
provided by NYSE Arca Equities Rule 5.3. A minimum of 100,000 Shares 
will be outstanding at the commencement of trading on the Exchange. The 
Exchange will obtain a representation from the issuer of the Shares 
that the NAV per Share will be calculated daily and that the NAV and 
the Disclosed Portfolio as defined in NYSE Arca Equities Rule 
8.600(c)(2) will be made available to all market participants at the 
same time.
---------------------------------------------------------------------------

    \27\ 17 CFR 240.10A-3.
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Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange 
that are designed to detect violations of Exchange rules and applicable 
federal securities laws.\28\ The Exchange represents that these 
procedures are adequate to properly monitor Exchange trading of the 
Shares in all trading sessions and to detect and help deter violations 
of Exchange rules and applicable federal securities laws.
---------------------------------------------------------------------------

    \28\ FINRA surveils trading on the Exchange pursuant to a 
regulatory services agreement. The Exchange is responsible for 
FINRA's performance under this regulatory services agreement.
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    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares, underlying exchange-traded equity 
securities (including, without limitation, domestic and foreign common 
stocks, preferred stocks, rights, warrants, convertibles, Depositary 
Receipts, ETFs, ETNs, MLPs and REITS), exchange-traded options, 
futures, options on futures contracts and options on securities indices 
with markets and entities that are members of ISG, and FINRA may 
obtain, on behalf of the Exchange, trading information regarding 
trading in the Shares, underlying exchange-traded equity securities, 
exchange-traded options, futures, options on futures contracts and 
options on securities indices from such markets or entities. In 
addition, the Exchange may obtain information regarding trading in the 
Shares, underlying exchange-traded equity securities (including, 
without limitation, domestic and foreign common stocks, preferred 
stocks, rights, warrants, convertibles, Depositary Receipts, ETFs, 
ETNs, MLPs and REITS), exchange-traded options, futures, options on 
futures contracts and options on securities indices from markets and 
entities that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement.\29\ FINRA, on 
behalf of the Exchange, is able to access, as needed, trade information 
for certain fixed income securities reported to FINRA's Trade Reporting 
and Compliance Engine (``TRACE'').
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    \29\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio for a Fund may trade on markets that are members 
of ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement.
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    As noted above, not more than 10% of the net assets of a Fund in 
the aggregate shall consist of unsponsored Depositary Receipts. Not 
more than 10% of the net assets of each Fund in the aggregate invested 
in exchange traded equity securities shall consist of equity securities 
whose principal market is not a member of ISG or is a market with which 
the Exchange does not have a comprehensive surveillance sharing 
agreement. Furthermore, not more than 10% of the net assets of a Fund 
in the aggregate shall consist of futures contracts or options 
contracts whose principal market is not a member of ISG or is a market 
with which the Exchange does not have a comprehensive surveillance 
sharing agreement.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
Equity Trading Permit (``ETP'') Holders in an Information Bulletin 
(``Bulletin'') of the special characteristics and risks associated with 
trading the Shares.

[[Page 39045]]

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 
IIV will not be calculated or publicly disseminated; (4) how 
information regarding the IIV 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 a Fund is subject to 
various fees and expenses described in the Registration Statement. The 
Bulletin will discuss any exemptive, no-action, and interpretive relief 
granted by the Commission from any rules under the Act. The Bulletin 
will also disclose that the NAV for the Shares will be calculated after 
4:00 p.m. E.T. each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \30\ 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.
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.600. The Funds will continue to comply with all initial and continued 
listing requirements under NYSE Arca Equities Rule 8.600.
    FINRA, on behalf of the Exchange, has in place surveillance 
procedures that are adequate to properly monitor trading in the Shares 
in all trading sessions and to deter and detect violations of Exchange 
rules and applicable federal securities laws. FINRA, on behalf of the 
Exchange, will communicate as needed regarding trading in the Shares, 
underlying exchange-traded equity securities (including, without 
limitation, domestic and foreign common stocks, preferred stocks, 
rights, warrants, convertibles, Depositary Receipts, ETFs, ETNs, MLPs 
and REITS), exchange-traded options, futures, options on futures 
contracts and options on securities indices with markets and entities 
that are members of ISG, and FINRA may obtain, on behalf of the 
Exchange, trading information regarding trading in the Shares, 
underlying exchange-traded equity securities, exchange-traded options, 
futures, options on futures contracts and options on securities indices 
from such markets or entities. In addition, the Exchange may obtain 
information regarding trading in the Shares, underlying exchange-traded 
equity securities (including, without limitation, domestic and foreign 
common stocks, preferred stocks, rights, warrants, convertibles, 
Depositary Receipts, ETFs, ETNs, MLPs and REITS), exchange-traded 
options, futures, options on futures contracts and options on 
securities indices from markets and entities that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement. FINRA, on behalf of the Exchange, is able to access, 
as needed, trade information for certain fixed income securities 
reported to FINRA's TRACE.
    As noted above, not more than 10% of the net assets of a Fund in 
the aggregate shall consist of unsponsored Depositary Receipts. Not 
more than 10% of the net assets of each Fund in the aggregate invested 
in exchange traded equity securities shall consist of equity securities 
whose principal market is not a member of ISG or is a market with which 
the Exchange does not have a comprehensive surveillance sharing 
agreement. Furthermore, not more than 10% of the net assets of a Fund 
in the aggregate shall consist of futures contracts or options 
contracts whose principal market is not a member of ISG or is a market 
with which the Exchange does not have a comprehensive surveillance 
sharing agreement.
    Each Fund's investments will, under normal circumstances, be 
consistent with its investment objective. Each Fund will not hold more 
than 15% of its net assets in illiquid securities, including Rule 144A 
securities. Each Fund will not invest in leveraged or inverse leveraged 
(e.g., 2X, -2X, 3X, or -3X) ETFs.
    The Adviser is a registered broker-dealer and is affiliated with a 
broker-dealer. The Sub-Adviser is also affiliated with a broker-dealer. 
The Adviser and Sub-Adviser will accordingly implement a firewall with 
respect to its relevant personnel and its broker-dealer affiliate 
regarding access to information concerning the composition and/or 
changes to a portfolio, and will be subject to procedures designed to 
prevent the use and dissemination of material non-public information 
regarding such portfolio. In the future, should (a) the Adviser and/or 
Sub-Adviser become newly affiliated with another broker-dealer, or (b) 
any new adviser or sub-adviser is a registered broker-dealer or becomes 
affiliated with a broker-dealer, it will implement a firewall with 
respect to such relevant personnel and/or its broker-dealer affiliate 
to accomplish the same purposes discussed immediately above.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that the Adviser will establish a firewall as discussed immediately 
above. The Exchange will also obtain a representation from the issuer 
of the Shares that the NAVs per Share will be calculated daily and that 
the NAVs and the Disclosed Portfolio will be made available to all 
market participants at the same time. In addition, a large amount of 
information is publicly available regarding each Fund and the Shares, 
thereby promoting market transparency.
    Each Fund's portfolio holdings will be disclosed on its Web site 
daily after the close of trading on the Exchange and prior to the 
opening of trading on the Exchange the following day. Moreover, the IIV 
will be widely disseminated by one or more major market data vendors at 
least every 15 seconds during the Core Trading Session. Information 
regarding market price and trading volume of the Shares will be 
continually available on a real-time basis throughout the day on 
brokers' computer screens and other electronic services, and quotation 
and last-sale information will be available via the CTA high-speed 
line. The Web site will include a form of the prospectus for each Fund 
and additional data relating to a Fund's NAVs and other applicable 
quantitative information. On a daily basis, the Fund will disclose for 
each portfolio holding of the Fund the following information: ticker 
symbol, the individual identifier (CUSIP) 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

[[Page 39046]]

any; effective date, if any; market value of the holding; and the 
percentage weighting of the holding in the Fund's portfolio. Prior to 
the commencement of trading, the Exchange will inform its ETP Holders 
in an Information Bulletin of the special characteristics and risks 
associated with trading the Shares.
    Trading in Shares of each Fund will be halted if the circuit 
breaker parameters in NYSE Arca Equities Rule 7.12 have been reached or 
because of market conditions or for reasons that, in the view of the 
Exchange, make trading in the Shares inadvisable, and trading in the 
Shares will be subject to NYSE Arca Equities Rule 8.600(d)(2)(D), which 
sets forth circumstances under which Shares of each Fund may be halted. 
In addition, as noted above, investors will have ready access to 
information regarding each Fund's holdings, the IIV, the Disclosed 
Portfolio, and quotation and last-sale information for the Shares.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
additional types of actively-managed exchange-traded products that will 
enhance competition among market participants, to the benefit of 
investors and the marketplace. As noted above, FINRA, on behalf of the 
Exchange, has in place surveillance procedures that are adequate to 
properly monitor trading in the Shares in all trading sessions and to 
deter and detect violations of Exchange rules and applicable federal 
securities laws. In addition, as noted above, investors will have ready 
access to information regarding each Fund's holdings, the IIV, the 
Disclosed Portfolio, and quotation and last-sale information for the 
Shares.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of 
additional types of actively-managed exchange-traded products that will 
enhance competition among market participants, to the benefit of 
investors and the marketplace.

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

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:
Electronic Comments
     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2014-67 on the subject line.
Paper Comments
     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2014-67. 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 (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, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing will also be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2014-67 and should 
be submitted on or before July 30, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
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    \31\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2014-15964 Filed 7-8-14; 8:45 am]
BILLING CODE 8011-01-P


