
[Federal Register Volume 80, Number 36 (Tuesday, February 24, 2015)]
[Notices]
[Pages 9788-9792]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-03666]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74297; File No. SR-BATS-2014-056]


Self-Regulatory Organizations; BATS Exchange, Inc.; Order 
Granting Approval of a Proposed Rule Change, as Modified by Amendment 
No. 1 Thereto, To List and Trade Shares of the iShares U.S. Fixed 
Income Balanced Risk ETF of the iShares U.S. ETF Trust Under Rule 
14.11(i)

February 18, 2015.

I. Introduction

    On December 19, 2014, BATS Exchange, Inc. (``BATS'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to list and trade the shares 
(``Shares'') of the iShares U.S. Fixed Income Balanced Risk ETF 
(``Fund'') under BATS Rule 14.11(i). The proposed rule change was 
published for comment in the Federal Register on January 6, 2015.\3\ On 
February 12, 2015, BATS filed Amendment No. 1 to the proposal.\4\ The 
Commission received no comments on the proposal. This order grants 
approval of the proposed rule change, as modified by Amendment No. 1 
thereto.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 73965 (December 30, 
2014), 80 FR 585 (``Notice'').
    \4\ In Amendment No. 1, the Exchange amended the proposed rule 
change to note that all of the exchange listed investment company 
securities and futures in which the Fund will invest will trade on 
markets that are a member of the Intermarket Surveillance Group 
(``ISG'') or with which the Exchange has in a place a comprehensive 
surveillance sharing agreement. Amendment No. 1 provided 
clarification to the proposed rule change, and because it does not 
materially affect the substance of the proposed rule change or raise 
novel or unique regulatory issues, Amendment No. 1 is not subject to 
notice and comment.
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II. Description of the Proposed Rule Change

A. The Exchange's Proposal

    The Exchange proposes to list and trade Shares of the Fund under 
BATS Rule 14.11(i), which governs the listing and trading of Managed 
Fund Shares on the Exchange. The Shares will be offered by the iShares 
U.S. ETF Trust (``Trust''), a Delaware statutory trust, which is 
registered with the Commission as an open-end investment company.\5\
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    \5\ See Registration Statement on Form N-1A for the Trust, dated 
April 21, 2014 (File Nos. 333-179904 and 811-22649) (``Registration 
Statement''). In addition, the Exchange states that the Trust has 
obtained certain exemptive relief under the Investment Company Act 
of 1940 (``1940 Act''). See Investment Company Act Release No. 29571 
(January 24, 2011) (File No. 812-13601) (``Exemptive Order'').
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    BlackRock Fund Advisors will be the investment adviser (``BFA'' or 
``Adviser'') to the Fund.\6\ The Exchange represents that the (i) 
Adviser is not a registered broker-dealer, but is affiliated with 
multiple broker-dealers and has implemented fire walls with respect to 
such broker dealer affiliates regarding access to information 
concerning the composition of or changes to the Fund's portfolio, and 
(ii) Adviser personnel who make decisions regarding the Fund's 
portfolio are subject to procedures designed to prevent the use and 
dissemination of material nonpublic information regarding the Fund's 
portfolio.\7\ BlackRock Investments, LLC serves as the distributor of 
the Fund's Shares, and State Street Bank and Trust Company is the 
administrator, custodian, and transfer agent for the Trust.
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    \6\ BlackRock Fund Advisors is an indirect wholly owned 
subsidiary of BlackRock, Inc.
    \7\ BATS Rule 14.11(i)(7) provides that, if the investment 
adviser to the investment company issuing Managed Fund Shares is 
affiliated with a broker-dealer, the investment adviser shall erect 
a firewall between the investment adviser and the broker-dealer with 
respect to access to information concerning the composition of or 
changes to the investment company portfolio. In addition, Rule 
14.11(i)(7) further requires that personnel who make decisions on 
the investment company's portfolio composition must be subject to 
procedures designed to prevent the misuse and dissemination of 
material nonpublic information regarding the applicable investment 
company portfolio. The Exchange states that, in the event that (a) 
the Adviser becomes registered as a broker-dealer or newly 
affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser is a registered broker-dealer or becomes affiliated with a 
broker-dealer, such adviser or sub-adviser will implement a firewall 
with respect to its relevant personnel or such broker-dealer 
affiliate, as applicable, regarding access to information concerning 
the composition of or changes to the portfolio, and will be subject 
to procedures designed to prevent the use and dissemination of 
material non-public information regarding the portfolio.
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B. The Exchange's Description of the Fund

    The Exchange has made the following additional representations and 
statements in describing the Fund and its investment strategy, 
including portfolio holdings and investment restrictions.\8\
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    \8\ The Commission notes that additional information regarding 
the Fund, the Trust, and the Shares, including investment 
strategies, risks, creation and redemption procedures, fees, 
portfolio holdings disclosure policies, distributions, and taxes, 
among other things, can be found in the Notice and the Registration 
Statement, as applicable. See Notice, supra note 3, and Registration 
Statement, supra note 5, respectively.

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[[Page 9789]]

Principal Investments
    According to the Exchange, the Fund will seek total return and 
preservation of capital. The Fund is an actively-managed fund that does 
not seek to replicate the performance of a specified index. The Fund 
intends to achieve its investment objective by investing, under normal 
circumstances,\9\ at least 80% of its net assets in a portfolio of U.S. 
dollar-denominated investment-grade and high-yield fixed-income 
securities (``Fixed Income Securities''), futures, and swaps, as 
described below. The Fund seeks to provide exposure to a portfolio of 
Fixed Income Securities where the expected contribution of interest 
rate risk and credit spread risk are approximately equal.
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    \9\ The term ``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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    The Fund may invest, without limitation, in high-yield securities 
rated CCC or higher by Moody's Investors Service, Inc. or equivalently 
rated by Standard & Poor's Financial Services LLC and/or Fitch, or, if 
unrated, determined by the Adviser to be of equivalent quality.\10\ 
Under normal circumstances, the Fund will invest primarily in fixed-
rate Fixed Income Securities of varying maturities.
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    \10\ According to the Exchange, the Adviser may determine that 
unrated Fixed Income Securities are of ``equivalent quality'' based 
on such credit quality factors that it deems appropriate, which may 
include among other things, performing an analysis similar, to the 
extent possible, to that performed by a nationally recognized 
statistical ratings organization when rating similar securities and 
issuers. In making such a determination, the Adviser may consider 
internal analyses and risk ratings, third party research and 
analysis, and other sources of information, as deemed appropriate by 
the Adviser.
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    Fixed Income Securities in which the Fund may invest will include 
only the following instruments: \11\ fixed and floating rate debt 
securities, such as corporate bonds \12\ and government bonds; agency 
securities; \13\ instruments of non-U.S. issuers; \14\ privately-issued 
securities; \15\ municipal bonds; money market securities; \16\ and 
exchange traded and non-exchange traded investment companies (including 
investment companies advised by the Adviser or its affiliates) that 
invest in such Fixed Income Securities.\17\
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    \11\ The Exchange represents that the Fund's portfolio will meet 
the following requirements of Rule 14.11(c)(4)(B)(i), which governs 
the listing and trading of fixed income based Index Fund Shares: (1) 
Components that in the aggregate account for at least 75% of the 
weight of the index or portfolio must have a minimum original 
principal amount outstanding of $100 million or more (Rule 
14.11(c)(4)(B)(i)(b)); (2) a component may be a convertible 
security, however, once the convertible security component converts 
to an underlying equity security, the component is removed from the 
index or portfolio (Rule 14.11(c)(4)(B)(i)(c)); and (3) no component 
fixed-income security (excluding Treasury Securities) will represent 
more than 30% of the weight of the portfolio, and the five highest 
weighted component fixed-income securities do not in the aggregate 
account for more than 65% of the weight of the portfolio (Rule 
14.11(c)(4)(B)(i)(d)). For the purposes of this footnote, the term 
``fixed income securities'' includes all holdings of the Fund.
    \12\ While the Fund is permitted to invest without restriction 
in corporate bonds, the Exchange states that, under normal 
circumstances, the Fund will generally invest in corporate bond 
issuances that have at least $250 million par amount outstanding.
    \13\ The Exchange states that ``agency securities'' for this 
purpose generally includes securities issued by the following 
entities: Government National Mortgage Association (Ginnie Mae), 
Federal National Mortgage Association (Fannie Mae), Federal Home 
Loan Banks (FHLBanks), Federal Home Loan Mortgage Corporation 
(Freddie Mac), Farm Credit System (FCS) Farm Credit Banks (FCBanks), 
Student Loan Marketing Association (Sallie Mae), Resolution Funding 
Corporation (REFCORP), Financing Corporation (FICO), and the Farm 
Credit System (FCS) Financial Assistance Corporation (FAC). Agency 
securities may include, but are not limited to, mortgage-backed 
securities.
    \14\ The Exchange states that ``instruments of non-U.S. 
issuers'' means U.S. dollar-denominated fixed income securities 
issued by non-U.S. corporate or sovereign entities.
    \15\ The Exchange states that ``privately-issued securities'' 
generally includes Rule 144A securities and, in this context, may 
include both mortgage-backed and non-mortgage 144A securities. The 
Exchange represents that, to the extent that the Fund's holding of 
privately-issued securities include non-agency mortgage-backed 
securities or illiquid assets, such holdings will be subject to the 
limitations established in the ``Other Investments'' and 
``Investment Restrictions'' sections set forth below, as applicable.
    \16\ The Exchange represents that, under normal circumstances, 
the Fund intends to invest in money market securities in a manner 
consistent with its investment objective in order to help manage 
cash flows in and out of the Fund, such as in connection with 
payment of dividends or expenses, and to satisfy margin 
requirements, to provide collateral or to otherwise back investments 
in derivative instruments. For these purposes, money market 
securities include: Short-term, high-quality obligations issued or 
guaranteed by the U.S. Treasury or the agencies or instrumentalities 
of the U.S. government; short-term, high-quality securities issued 
or guaranteed by non-U.S. governments, agencies and 
instrumentalities; repurchase agreements; money market mutual funds; 
commercial paper; and deposits and other obligations of U.S. and 
non-U.S. banks and financial institutions. All money market 
securities acquired by the Fund will be rated investment grade. The 
Fund does not intend to invest in any unrated money market 
securities. However, it may do so, to a limited extent, such as 
where a rated money market security becomes unrated, if such money 
market security is determined by the Adviser to be of comparable 
quality. See supra note 10.
    \17\ The Exchange states that the Fund currently anticipates 
investing in only registered open-end investment companies, 
including mutual funds and the open-end investment company funds 
described in BATS Rule 14.11, but notes that the Exemptive Order 
allows the Fund to invest in ``shares of other ETFs, shares of money 
market mutual funds, or other investment companies.''
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    The Adviser will utilize a model-based proprietary investment 
process to assemble an investment portfolio comprised of (i) long 
positions in U.S. dollar denominated investment-grade corporate bonds 
selected by BFA based on certain criteria determined by BFA to be 
indicators of creditworthiness; (ii) long positions in U.S. dollar-
denominated high-yield corporate bonds selected by BFA based on certain 
criteria determined by BFA to be indicators of creditworthiness; (iii) 
long positions in U.S. dollar-denominated agency mortgage backed 
securities; (iv) long positions in U.S. dollar denominated agency 
mortgage to-be-announced transactions; (v) long positions in U.S. 
Treasury securities; (vi) short positions in U.S. Treasury futures; and 
(vii) short positions in U.S. Treasury securities through transactions 
in interest rate swaps. The Fund seeks to invest in a portfolio of 
Fixed Income Securities that in the aggregate has approximately equal 
exposure to credit spread risk and interest rate risk, which is 
measured by the Adviser as the volatility of returns of a security 
associated with changes in the security's credit spread or changes in 
interest rates.
    The Fund will adjust the allocation among its underlying securities 
in an effort to achieve a target credit spread risk and interest rate 
risk for the Fund's portfolio. When necessary to balance the Fund's 
exposure to interest rate risk against its exposure to credit spread 
risk, the Fund may take short or long positions in U.S. Treasury 
futures and, through transactions in interest rate swaps, take short 
positions in U.S. Treasury securities. The Adviser will determine the 
aggregate credit spread risk and interest rate risk of the Fund's 
portfolio. The Fund may also invest in other interest rate futures 
contracts, including but not limited to, Eurodollar and Federal Funds 
futures.\18\
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    \18\ The Exchange represents that derivatives held as part of 
the Fund's principal investment strategy will be exchange traded 
and/or centrally cleared, and they will be collateralized.
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    In selecting corporate securities for the Fund, the Adviser may 
employ a credit screening process centered on research and analysis of 
issuer credit quality to reduce exposure to credit issuers that have 
potential for experiencing credit deterioration. The remaining credit 
portfolio is then constructed to match the key target risk 
characteristics which BFA determines to be relevant in prevailing 
market conditions.

[[Page 9790]]

    To adjust the exposure to interest rate risks, the Adviser may 
employ short positions primarily in U.S. Treasury futures and interest 
rate swaps. By taking these short positions, the Adviser seeks to 
mitigate, but not eliminate, the impact of Treasury interest rates on 
the performance of the underlying bonds. The short positions are not 
intended to mitigate other factors influencing the price of bonds.
    In the absence of normal circumstances, the Fund may temporarily 
depart from its normal investment process, provided that such departure 
is, in the opinion of the Adviser, consistent with the Fund's 
investment objective and in the best interests of the Fund. For 
example, the Fund may hold a higher than normal proportion of its 
assets in cash in response to adverse market, economic, or political 
conditions.
Other Investments
    In addition to the derivatives holdings described above as part of 
the Fund's principal investment strategy, the Fund may also, to a 
limited extent (under normal circumstances, less than 20% of the Fund's 
net assets), engage in transactions in the following instruments in 
order to serve additional investment objectives of the Fund: \19\ 
treasury futures, interest rate swaps, credit default swaps, asset-
backed Fixed Income Securities,\20\ non-agency mortgage-backed fixed-
income securities,\21\ and structured securities.\22\
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    \19\ In addition to the uses described above, the Exchange 
states that derivatives might be included in the Fund's investments 
to serve additional investment objectives of the Fund, which uses 
are limited to the following: Using a combination of treasury 
futures, interest rate swaps, and credit default swaps to equitize 
coupon income and cash holdings. The Exchange represents that the 
derivatives in which the Fund will invest will be exchange traded 
and/or centrally cleared, and they will be collateralized.
    \20\ The Exchange states that asset-backed securities are fixed-
income securities that are backed by a pool of assets, usually loans 
such as installment sale contracts or credit card receivables.
    \21\ The Exchange states that mortgage-backed securities are 
asset-backed securities based on a particular type of asset, a 
mortgage. The Exchange states that there are a wide variety of 
mortgage-backed securities involving commercial or residential, 
fixed-rate or adjustable rate mortgages, and mortgages issued by 
banks or government agencies.
    \22\ The Exchange states that ``structured securities'' 
generally include privately-issued and publicly-issued structured 
securities, including certain publicly-issued structured securities 
that are not agency securities, excluding agency mortgage backed 
securities. Examples include, but are not limited to: Asset-backed 
securities backed by assets such as consumer receivables, credit 
cards, student loans, and equipment leases; asset-backed commercial 
paper; credit linked notes; and secured funding notes. Structured 
securities do not include agency mortgage-backed securities.
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Investment Restrictions
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
including Rule 144A securities deemed illiquid by the Adviser \23\ 
under the 1940 Act. The Fund will monitor its portfolio liquidity on an 
ongoing basis to determine whether, in light of current circumstances, 
an adequate level of liquidity is being maintained, and will consider 
taking appropriate steps in order to maintain adequate liquidity if, 
through a change in values, net assets, or other circumstances, more 
than 15% of the Fund's net assets are held in illiquid assets. Illiquid 
assets include securities subject to contractual or other restrictions 
on resale and other instruments that lack readily available markets as 
determined in accordance with Commission staff guidance.
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    \23\ In reaching liquidity decisions, the Adviser may consider 
factors including: The frequency of trades and quotes for the 
security; the number of dealers wishing to purchase or sell the 
security and the number of other potential purchasers; dealer 
undertakings to make a market in the security; the nature of the 
security and the nature of the marketplace in which it trades (e.g., 
the time needed to dispose of the security, the method of soliciting 
offers, and the mechanics of transfer); any legal or contractual 
restrictions on the ability to transfer the security or asset; 
significant developments involving the issuer or counterparty 
specifically (e.g., default, bankruptcy, etc.) or the securities 
markets generally; and settlement practices, registration 
procedures, limitations on currency conversion or repatriation, and 
transfer limitations (for foreign securities or other assets).
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    The Fund's investments will be consistent with the Fund's 
investment objective and will not be used to achieve leveraged or 
inverse leveraged returns (i.e. two times or three times the Fund's 
benchmark).
    The Fund is a non-diversified fund and therefore may invest a 
greater portion of its assets in the securities of one or more issuers 
than a diversified fund. The Fund, however, will not purchase the 
securities of issuers conducting their principal business activity in 
the same industry if, immediately after the purchase and as a result 
thereof, the value of the Fund's investments in that industry would 
equal or exceed 25% of the current value of the Fund's total assets, 
provided that this restriction does not limit the Fund's: (i) 
Investments in securities of other investment companies, (ii) 
investments in securities issued or guaranteed by the U.S. government, 
its agencies, or instrumentalities, or (iii) investments in repurchase 
agreements collateralized by U.S. government securities.

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment No. 1 thereto, is consistent with the 
requirements of Section 6 of the Act \24\ and the rules and regulations 
thereunder applicable to a national securities exchange.\25\ In 
particular, the Commission finds that the proposed rule change is 
consistent with the requirements of Section 6(b)(5) of the Act,\26\ 
which requires, among other things, that the Exchange's rules be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest. The Commission also finds 
that the proposal to list and trade the Shares on the Exchange is 
consistent with Section 11A(a)(1)(C)(iii) of the Act,\27\ which sets 
forth Congress' finding that it is in the public interest and 
appropriate for the protection of investors and the maintenance of fair 
and orderly markets to assure the availability to brokers, dealers, and 
investors of information with respect to quotations for, and 
transactions in, securities. The Commission notes that the Fund and the 
Shares must comply with the requirements of BATS Rule 14.11(i) to be 
listed and traded on the Exchange.
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    \24\ 15 U.S.C. 78(f).
    \25\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \26\ 15 U.S.C. 78f(b)(5).
    \27\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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    According to the Exchange, quotation and last-sale information for 
the Shares will be available on the facilities of the Consolidated Tape 
Association (``CTA''), and the previous day's closing price and trading 
volume information for the Shares will be published daily in the 
financial section of newspapers.\28\ Additionally, 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.\29\ Daily 
trading volume information for the Fund will also be available in the 
financial section of newspapers, through subscription services such as 
Bloomberg, Thomson

[[Page 9791]]

Reuters, and International Data Corporation, which can be accessed by 
authorized participants and other investors, as well as through other 
electronic services, including major public Web sites.\30\ The Exchange 
states that intraday, executable price quotations for the underlying 
Fixed Income Securities and non-exchange traded derivatives, including 
non-exchange listed investment companies, are available from major 
broker-dealer firms and, for the underlying exchange-traded assets, 
including investment companies and futures, such intraday information 
is available directly from the applicable listing exchange.\31\ 
Further, the Exchange states that intraday price information for all 
such instruments is available through subscription services, such as 
Bloomberg, Thomson Reuters and International Data Corporation, which 
can be accessed by authorized participants and other investors.\32\
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    \28\ See Notice, supra, note 3, 80 FR at 590.
    \29\ See id.
    \30\ See id.
    \31\ See id.
    \32\ See id.
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    In addition, the Intraday Indicative Value of the Fund,\33\ as 
defined in BATS Rule 14.11(i)(3)(C), that reflects an estimated 
intraday value of the Fund's portfolio, will be updated and widely 
disseminated by one or more major market data vendors at least every 15 
seconds during the Exchange's Regular Trading Hours.\34\ On each 
business day, before commencement of trading in Shares during Regular 
Trading Hours \35\ on the Exchange, the Fund will disclose on its Web 
site the identities and quantities of the portfolio of securities and 
other assets held by the Fund that will form the basis for the Fund's 
calculation of NAV at the end of the business day (``Disclosed 
Portfolio'').\36\ The Net Asset Value (``NAV'') of the Fund's Shares 
will generally be calculated once daily as of the close of regular 
trading on the Exchange, generally 4:00 p.m. Eastern Time on each day 
that the Exchange is open for trading.\37\ The Adviser will make 
available through the National Securities Clearing Corporation on each 
business day, prior to the opening of business on the Exchange, the 
list of names and the required number or par value of each security, as 
well as the amount of the cash, comprising the creation basket of the 
Fund for that day.\38\ The Web site for the Fund will include a form of 
the prospectus for the Fund and additional data relating to NAV and 
other applicable quantitative information.\39\
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    \33\ According to the Exchange, the Intraday Indicative Value 
will be based upon the current value for the components of the 
Disclosed Portfolio. The quotations of certain of the Fund's 
holdings may not be updated during U.S. trading hours if such 
holdings do not trade in the United States or if updated prices 
cannot be ascertained. See id.
    \34\ See id. Currently, it is the Exchange's understanding that 
several major market data vendors display and/or make widely 
available Intraday Indicative Values published via the CTA or other 
data feeds. See id.
    \35\ Regular Trading Hours are 9:30 a.m. to 4:00 p.m. Eastern 
Time.
    \36\ On a daily basis, the Disclosed Portfolio displayed on the 
Fund's Web site will include the following information regarding 
each portfolio holding, as applicable to the type of holding: Ticker 
symbol, if any; CUSIP number or other identifier, if any; a 
description of the holding (including the type of holding, such as 
the type of swap); the identity of the security or other asset or 
instrument underlying the holding, if any; 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; 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. See id.
    \37\ See id. at 588. The NAV per Share is calculated by dividing 
the Fund's net assets by the number of Fund Shares outstanding. 
According to the Exchange, for purposes of calculating NAV, the Fund 
values non-exchange traded Fixed Income Securities using prices 
provided directly from one or more broker-dealers, market makers, 
independent third-party pricing services which may use matrix 
pricing and valuation models to derive values, or, for investment 
companies, NAV. Exchange traded instruments, including exchange 
traded Fixed Income Securities and futures, will be valued at market 
closing price or, if no sale has occurred, at the last quoted bid 
price on the primary exchange on which they are traded. Price 
information for exchange traded instruments, including exchange 
traded derivatives, will be taken from the exchange where the 
security is primarily traded. Over-the-counter derivatives are 
valued based upon quotations from market makers or by a pricing 
service in accordance with valuation procedures approved by the 
Fund's board of directors. Certain short-term debt securities will 
be valued on the basis of amortized cost. Generally, trading in 
certain Fixed Income Securities and derivatives is substantially 
completed each day at various times prior to the close of business 
on the Exchange, and the values of such securities and derivatives 
used in computing the NAV of the Fund are determined at such times. 
When market quotations are not readily available or are believed by 
the Adviser to be unreliable, the Fund's investments are valued at 
fair value by the Adviser in accordance with policies and procedures 
approved by the Fund's board of directors and in accordance with the 
1940 Act. Id.
    \38\ See id. at 589.
    \39\ See id. at 592.
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    The Commission further believes that the proposal to list and trade 
the Shares is reasonably designed to promote fair disclosure of 
information that may be necessary to price the Shares appropriately and 
to prevent trading when a reasonable degree of transparency cannot be 
assured. The Exchange will obtain a representation from the issuer of 
the Shares that the NAV will be calculated daily and that the NAV and 
the Disclosed Portfolio will be made available to all market 
participants at the same time.\40\ Further, trading in the Shares will 
be subject to BATS Rules 11.18 and 14.11(i)(4)(B)(iv), which set forth 
circumstances under which trading in Shares of the Fund may be 
halted.\41\ Trading 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 composing 
the Disclosed Portfolio of the Fund; or (2) whether other unusual 
conditions or circumstances detrimental to the maintenance of a fair 
and orderly market are present.\42\ Further, the Commission notes that 
the Reporting Authority that provides the Disclosed Portfolio must 
implement and maintain, or be subject to, procedures designed to 
prevent the use and dissemination of material, non-public information 
regarding the actual components of the portfolio.\43\ The Exchange 
represents that it prohibits the distribution of material, non-public 
information by its employees.\44\ The Exchange also states that the 
Adviser is not a broker-dealer, but is affiliated with multiple broker-
dealers and has implemented fire walls with respect to such broker 
dealer affiliates regarding access to information concerning the 
composition of or changes to the portfolio.\45\ The Exchange may obtain 
information regarding trading in the Shares and the underlying shares 
in exchange traded investment companies and futures via

[[Page 9792]]

the ISG, from other exchanges who are members or affiliates of the ISG, 
or with which the Exchange has entered into a comprehensive 
surveillance sharing agreement. In addition, the Exchange is able to 
access, as needed, trade information for certain fixed income 
instruments reported to Financial Industry Reporting Authority's 
(``FINRA'') Trade Reporting and Compliance Engine (``TRACE'').\46\
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    \40\ See id. at 590.
    \41\ See id.
    \42\ See id.
    \43\ See BATS Rule 14.11(i)(4)(B)(ii)(b).
    \44\ See Notice, supra note 3, 80 FR at 591.
    \45\ See supra note 7 and accompanying text. The Exchange states 
that an investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (``Advisers 
Act''). As a result, the Adviser and its related personnel are 
subject to the provisions of Rule 204A-1 under the Advisers Act 
relating to codes of ethics. This Rule requires investment advisers 
to adopt a code of ethics that reflects the fiduciary nature of the 
relationship to clients as well as compliance with other applicable 
securities laws. Accordingly, procedures designed to prevent the 
communication and misuse of non-public information by an investment 
adviser must be consistent with Rule 204A-1 under the Advisers Act. 
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful 
for an investment adviser to provide investment advice to clients 
unless such investment adviser has (i) adopted and implemented 
written policies and procedures reasonably designed to prevent 
violation, by the investment adviser and its supervised persons, of 
the Advisers Act and the Commission rules adopted thereunder; (ii) 
implemented, at a minimum, an annual review regarding the adequacy 
of the policies and procedures established pursuant to subparagraph 
(i) above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
    \46\ See Notice, supra note 3, 80 FR at 591.
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    The Exchange represents that 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.\47\ In support of this proposal, the Exchange has made 
representations, including:
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    \47\ See id. at 590.
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    (1) The Shares will be subject to BATS Rule 14.11(i), which sets 
forth the initial and continued listing criteria applicable to Managed 
Fund Shares.
    (2) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (3) Trading of the Shares through the Exchange will be subject to 
the Exchange's surveillance procedures for derivative products, 
including Managed Fund Shares, which are adequate to properly monitor 
the trading of the Shares on the Exchange during all trading sessions 
and to deter and detect violations of Exchange rules and the applicable 
federal securities laws.
    (4) Prior to the commencement of trading, the Exchange will inform 
its members in an Information Circular of the special characteristics 
and risks associated with trading the Shares. Specifically, the 
Information Circular will discuss the following: (a) The procedures for 
purchases and redemptions of Shares in creation units (and that Shares 
are not individually redeemable); (b) BATS Rule 3.7, which imposes 
suitability obligations on Exchange members with respect to 
recommending transactions in the Shares to customers; (c) how 
information regarding the Intraday Indicative Value and the Disclosed 
Portfolio is disseminated; (d) the risks involved in trading the Shares 
during the Pre-Opening and After Hours Trading Sessions when an updated 
Intraday Indicative Value will not be calculated or publicly 
disseminated; (e) the requirement that members deliver a prospectus to 
investors purchasing newly issued Shares prior to or concurrently with 
the confirmation of a transaction; and (f) trading information.
    (5) For initial and continued listing, the Fund must be in 
compliance with Rule 10A-3 under the Exchange Act.\48\
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    \48\ 17 CFR 240.10A-3.
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    (6) A minimum of 100,000 Shares will be outstanding at the 
commencement of trading on the Exchange.
    (7) The Fund will invest at least 80% of its assets, under normal 
market conditions, in U.S. dollar-denominated investment-grade and 
high-yield Fixed-Income Securities, futures, and swaps.
    (8) Derivatives investments held by the Fund will be exchange 
traded and/or centrally cleared, and they will be collateralized.
    (9) The Fund will generally invest in corporate bond issuances that 
have at least $250 million par amount outstanding.
    (10) The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment); will 
monitor its portfolio liquidity on an ongoing basis to determine 
whether, in light of current circumstances, an adequate level of 
liquidity is being maintained; and will consider taking appropriate 
steps in order to maintain adequate liquidity if, through a change in 
values, net assets, or other circumstances, more than 15% of the Fund's 
net assets are held in illiquid assets.
    (11) All of the exchange listed investment company securities and 
futures that the Fund will invest in will trade on markets that are 
members of ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement.
    (12) The Fund will not invest in non-U.S. equity securities.
    (13) The Fund's investments will be consistent with the Fund's 
investment objective and will not be used to achieve leveraged or 
inverse leveraged returns (i.e. two times or three times the Fund's 
benchmark).
This approval order is based on all of the Exchange's representations 
and description of the Fund, including those set forth above and in the 
Notice, and the Exchange's description of the Fund.
    For the foregoing reasons, the Commission finds that the proposed 
rule change, as modified by Amendment No. 1 thereto, is consistent with 
Section 6(b)(5) of the Act \49\ and the rules and regulations 
thereunder applicable to a national securities exchange.
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    \49\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\50\ that the proposed rule change (SR-BATS-2014-056), as modified 
by Amendment No. 1 thereto, be, and it hereby is, approved.
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    \50\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\51\
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    \51\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-03666 Filed 2-23-15; 8:45 am]
BILLING CODE 8011-01-P


