
[Federal Register Volume 80, Number 121 (Wednesday, June 24, 2015)]
[Notices]
[Pages 36372-36380]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-15455]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75247; File No. SR-NYSEArca-2015-42]


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 Shares of Newfleet Multi-Sector 
Unconstrained Bond ETF under NYSE Arca Equities Rule 8.600

June 18, 2015.
    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 5, 2015, 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 June 15, 2015, NYSE Arca filed Amendment No. 1 to the 
proposed rule change.\4\ The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ Amendment No. 1 replaces and supersedes the filing in its 
entirety.
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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''): Newfleet 
Multi-Sector Unconstrained Bond ETF. 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

[[Page 36373]]

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\ Newfleet Multi-Sector 
Unconstrained Bond ETF,\6\ a series of the ETFis Series Trust I 
(``Trust'').\7\
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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) (``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 Commission has approved listing and trading on the 
Exchange of a number of actively managed funds under Rule 8.600. 
See, e.g., Securities Exchange Act Release Nos. 69591 (May 16, 
2013), 78 FR 30372 (May 22, 2013) (SR-NYSEArca-2013-33) (order 
approving Exchange listing and trading of International Bear ETF); 
69061 (March 7, 2013), 78 FR 15990 (March 13, 2013) (SR-NYSEArca-
2013-01) (order approving Exchange listing and trading of Newfleet 
Multi-Sector Income ETF); and 67277 (June 27, 2012), 77 FR 39554 
(July 3, 2012) (SR-NYSEArca-2012-39) (order approving Exchange 
listing and trading of the Global Alpha & Beta ETF).
    \7\ The Trust is registered under the 1940 Act. On January 26, 
2015, the Trust filed with the Commission an amendment to its 
registration statement on Form N-1A under the Securities Act of 1933 
(15 U.S.C. 77a) (``Securities Act''), and under the 1940 Act 
relating to the Fund (File Nos. 333-187668 and 811-22819) 
(``Registration Statement''). The description of the operation of 
the Trust and the Fund herein is based, in part, on the Registration 
Statement. In addition, the Commission has issued an order granting 
certain exemptive relief to the Trust under the 1940 Act. See 
Investment Company Act Release No. 30607 (July 23, 2013) (File No. 
812-14080) (``Exemptive Order'').
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    The investment adviser to the Fund will be Etfis Capital LLC. (the 
``Adviser''). The Fund's Sub-Adviser will be Newfleet Asset Management 
LLC (``Sub-Adviser''). ETF Issuer Solutions Inc. will serve as the 
Fund's operational administrator. ETF Distributors LLC will serve as 
the distributor (the ``Distributor'') of Fund Shares on an agency 
basis.\8\
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    \8\ This Amendment No. 1 to SR-NYSEArca-201[5]-42 replaces SR-
NYSEArca-201[5]-42 as originally filed and supersedes such filing in 
its entirety.
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    The Bank of New York Mellon (the ``Administrator'') will serve as 
the administrator, custodian, transfer agent and fund accounting agent 
for the Fund.
    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.\9\ 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. The Adviser and 
Sub-Adviser are not registered as broker-dealers but each is affiliated 
with one or more broker-dealers and has implemented and will maintain a 
fire wall with respect to each such broker-dealer affiliate regarding 
access to information concerning the composition and/or changes to the 
portfolio. In the event (a) the Adviser or Sub-Adviser become 
registered broker-dealers 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, it will implement a fire wall 
with respect to its relevant personnel or its broker-dealer affiliate 
regarding access to information concerning the composition and/or 
changes to the portfolio, and will be subject to procedures designed to 
prevent the use and dissemination of material non-public information 
regarding such portfolio.
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    \9\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, the Adviser and 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, Rule 206(4)-7 under 
the Advisers Act makes it unlawful for an investment adviser to 
provide investment advice to clients unless such investment adviser 
has (i) adopted and implemented written policies and procedures 
reasonably designed to prevent violation, by the investment adviser 
and its supervised persons, of the Advisers Act and the Commission 
rules adopted thereunder; (ii) implemented, at a minimum, an annual 
review regarding the adequacy of the policies and procedures 
established pursuant to subparagraph (i) above and the effectiveness 
of their implementation; and (iii) designated an individual (who is 
a supervised person) responsible for administering the policies and 
procedures adopted under subparagraph (i) above.
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Description of the Fund
Principal Investments
    According to the Registration Statement, the Fund will, under 
normal market conditions,\10\ invest at least eighty percent (80%) of 
the Fund's net assets in fixed income securities, across all sectors of 
the fixed income market, and in U.S. Treasury futures. The Fund may 
invest across the credit rating spectrum, which includes securities 
rated below investment grade by a nationally recognized statistical 
rating organization (``NRSRO''). The Fund also may invest in unrated 
securities. The Fund has no target duration for its investment 
portfolio and the Fund's portfolio managers may target shorter or 
longer durations in response to their view of the fixed income markets 
generally or any sector thereof.
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    \10\ The term ``under normal market conditions'' includes, but 
is not limited to, the absence of 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. In the absence of normal market 
conditions, the Fund may invest 100% of its total assets, without 
limitation, in cash or cash equivalents. The Fund may be invested in 
this manner for extended periods depending on the Sub-Adviser's 
assessment of market conditions.
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    The Fund's investment objective will seek to provide a high level 
of current income and, secondarily, capital appreciation. According to 
the Registration Statement, the Fund will apply a time-tested approach 
to credit research to capitalize on opportunities across undervalued 
areas of the bond market. According to the Registration Statement, 
under normal market conditions, the Sub-Adviser will seek to select 
securities using a sector rotation approach and seek to adjust the 
proportion of Fund investments in various sectors and sub-sectors in an 
effort to obtain higher relative returns.
    The Fund's investable assets will typically be allocated among 
various sectors and sub-sectors of the fixed income market using a top-
down, relative value approach that looks at factors such as yield and 
spreads, supply and demand, investment environment, and sector 
fundamentals. The Sub-Adviser will then typically

[[Page 36374]]

select particular investments using a bottom-up, fundamental research-
driven analysis that includes assessment of credit risk, company 
management, issuer capital structure, technical market conditions, and 
valuations. The Sub-Adviser will select securities it believes offer 
the best potential to achieve the Fund's investment objective of 
providing a relatively high level of current income, and secondarily, 
capital appreciation.
    The Sub-Adviser will seek to provide diversification by allocating 
the Fund's investments among various sectors of the fixed income 
markets (as described below), including corporate investment-grade, 
corporate high-yield, non-agency commercial mortgage-backed securities 
(``CMBS''), agency and non-agency residential mortgage-backed 
securities (``RMBS''), non-U.S. dollar securities, emerging market 
high-yield securities, and asset-backed securities (``ABS'').
    The Fund may invest in the following fixed income securities:
     Securities issued or guaranteed as to principal and 
interest by the U.S. Government, its agencies, authorities or 
instrumentalities, including, without limitation, collateralized 
mortgage obligations (``CMOs''), real estate mortgage investment 
conduits (``REMICs'') and other pass-through securities;
     Non-agency \11\ CMBS, agency and non-agency RMBS, and 
other ABS, including equipment trust certificates; \12\
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    \11\ ``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, Federal 
Home Loan Mortgage Corporation, Federal Home Loan Banks, or the 
Government National Mortgage Association.
    \12\ The Fund may invest up to 20% of its net assets in the 
aggregate in non-agency CMBS, RMBS and ABS. The liquidity of any 
such security will be a factor in the selection of any such 
security.
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     Yankee bonds; \13\
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    \13\ Yankee bonds are denominated in U.S. dollars, registered in 
accordance with the Securities Act and publicly issued in the U.S. 
by foreign banks and corporations.
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     Loan assignments, including senior and junior bank loans 
(generally with floating rates); \14\
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    \14\ The Fund may invest in loan assignments, including senior 
and junior bank loans, rated C or higher by an NRSRO or is unrated 
but considered to be of comparable quality by the Adviser or Sub-
Adviser. The Fund will not invest in loan assignments that are in 
default at time of purchase. The Fund will only invest in U.S. 
dollar-denominated loan assignments. In addition, for investment 
purposes, a bank loan must have a par amount outstanding of U.S. 
$150 million or greater at the time it is originally issued. The 
Fund may invest up to 20% of its net assets in junior bank loans.
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     Corporate bonds; and
     Taxable municipal bonds and tax-exempt municipal bonds.
    The Fund represents that the portfolio generally will include a 
minimum of 13 non-affiliated issuers of debt securities. The Fund will 
only purchase performing securities and not distressed debt.\15\
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    \15\ Distressed debt is debt that is currently in default and is 
not expected to pay the current coupon.
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    The Fund may invest in securities of U.S. or non-U.S. issuers of 
any maturity or credit quality rating. The Fund generally will consider 
a security to be ``investment grade'' if it is rated within the four 
highest rating categories of a NRSRO or, if unrated, it is determined 
to be of comparable quality by the Sub-Adviser (pursuant to procedures 
reviewed and approved by the Trust's Board of Trustees (``Board'')). 
Securities that are not determined to be investment grade are 
considered below investment grade. There is no limitation to the Fund's 
holdings in below investment grade securities or non-U.S. issuers (as 
measured by country of risk).
    The fixed income securities referenced above may be issued by 
foreign issuers, including foreign governments and their political 
subdivisions and issuers located in emerging markets countries.\16\
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    \16\ The Adviser expects that under normal market conditions, 
the Fund will seek to invest at least 75% of its corporate bond 
assets in issuances that have at least $100,000,000 par amount 
outstanding in developed countries and at least $200,000,000 par 
amount outstanding in emerging market countries.
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    The fixed income securities referenced above may be short-term 
securities of U.S. and non-U.S. issuers.
    The Fund has no target duration for its investment portfolio and 
the Fund's portfolio managers may target shorter or longer durations in 
response to their view of the fixed income markets generally or any 
sector thereof. Duration measures the interest rate sensitivity of a 
fixed income security by assessing and weighting the present value of 
the security's payment pattern. Generally, the longer the maturity, the 
greater the duration and, therefore, the greater effect interest rate 
changes have on the price of the security.
    The Sub-Adviser will seek to adjust (i) the proportion of Fund 
investments primarily in the sectors described above, and (ii) the 
selections within sectors to obtain higher relative returns. The Sub-
Adviser will regularly review the Fund's portfolio construction, 
endeavoring to minimize risk exposure by closely monitoring portfolio 
characteristics such as sector concentration and portfolio duration and 
by investing no more than 5% of the Fund's total assets in securities 
of any single issuer (excluding the U.S. government, its agencies, 
authorities or instrumentalities).
    The Fund may invest in U.S. Treasury futures contracts traded on 
U.S. futures exchanges in an attempt to protect the Fund's current or 
intended investments from broad fluctuations in securities prices.\17\
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    \17\ In instances involving the purchase of futures contracts, 
the Fund will deposit in a segregated account with its custodian an 
amount of cash, cash equivalents and/or appropriate securities equal 
to the cost of such futures contracts, to the extent that such 
deposits are required under the 1940 Act.
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Other Investments
    While the Fund, under normal market conditions, will invest at 
least eighty percent (80%) of its assets in fixed income securities and 
financial instruments, as described above, the Fund may invest its 
remaining assets in other assets and financial instruments, as 
described below.
    The Fund may hold the following exchange-traded equity securities: 
common stocks, preferred stocks, warrants, convertible securities, unit 
investment trusts, master limited partnerships, real estate investment 
trusts (``REITs''), exchange-traded funds (``ETFs'') \18\ and exchange-
traded notes (``ETNs'').\19\
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    \18\ The ETFs in which the Fund may invest will be registered 
under the 1940 Act and 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). Such ETFs all will be listed and traded in the U.S. on 
registered exchanges. The Fund may invest in inverse ETFs, leveraged 
ETFs and inverse leveraged ETFs (e.g., 2X or 3X).
    \19\ ETNs, also called index-linked securities as would be 
listed, for example, under NYSE Arca Equities Rule 5.2(j)(6), are 
senior, unsecured, unsubordinated debt securities issued by an 
underwriting bank that are designed to provide returns that are 
linked to a particular benchmark less investor fees. The Fund will 
not invest in leveraged ETNs and inverse leveraged ETNs (e.g., 2X or 
3X).
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    The Fund will purchase such equity securities traded in the U.S. on 
registered exchanges.
    To gain exposure to the performance of foreign issuers, the Fund 
may invest in the following types of equity securities: American 
Depositary Receipts (``ADRs''), ``ordinary shares,'' and ``New York 
shares'' (each of which is issued and traded in the U.S.); and Global 
Depositary Receipts (``GDRs''), European Depositary Receipts 
(``EDRs''), and International Depositary Receipts (``IDRs''), which are 
traded on foreign exchanges (all of the foregoing financial instruments 
collectively referred to as ``Equity Financial Instruments'').\20\
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    \20\ ADRs are U.S. dollar denominated receipts typically issued 
by U.S. banks and trust companies that evidence ownership of 
underlying securities issued by a foreign issuer. The underlying 
securities may not necessarily be denominated in the same currency 
as the securities into which they may be converted. The underlying 
securities are held in trust by a custodian bank or similar 
financial institution in the issuer's home country. The depositary 
bank may not have physical custody of the underlying securities at 
all times and may charge fees for various services, including 
forwarding dividends and interest and corporate actions. The Fund 
may invest in sponsored or unsponsored ADRs; however, non-exchange 
listed ADRs will not exceed 10% of the Fund's net assets. Ordinary 
shares are shares of foreign issuers that are traded abroad and on a 
U.S. exchange. New York shares are shares that a foreign issuer has 
allocated for trading in the U.S. ADRs, ordinary shares, and New 
York shares all may be purchased with and sold for U.S. dollars, 
which protects the Fund from foreign settlement risks. GDRs, EDRs, 
and IDRs are similar to ADRs in that they are certificates 
evidencing ownership of shares of a foreign issuer; however, GDRs, 
EDRs, and IDRs may be issued in bearer form and denominated in other 
currencies, and are generally designed for use in specific or 
multiple securities markets outside the U.S. EDRs, for example, are 
designed for use in European securities markets while GDRs are 
designed for use throughout the world.

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[[Page 36375]]

    With respect to its exchange-traded equity securities investments, 
the Fund will normally invest in equity securities that are listed and 
traded on a U.S. exchange or in markets that are members of the 
Intermarket Surveillance Group (``ISG'') or parties to a comprehensive 
surveillance sharing agreement with the Exchange. In any case, not more 
than 10% of the net assets of the Fund in the aggregate invested in 
exchange-traded equity securities will consist of equity securities 
whose principal market is not a member of ISG or a market with which 
the Exchange does not have a comprehensive surveillance sharing 
agreement.
    The Fund may invest in, to the extent permitted by section 12(d)(1) 
of the 1940 Act and the rules thereunder,\21\ other affiliated and 
unaffiliated funds, such as open-end or closed-end management 
investment companies (``closed-end funds''), including other ETFs.
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    \21\ 15 U.S.C. 80a-12(d)(1).
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    The Fund also may invest in the securities of other investment 
companies in compliance with section 12(d)(1)(E), (F) and (G) of the 
1940 Act and the rules thereunder.\22\
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    \22\ 15 U.S.C. 80a-12(d)(1)(E),(F) and (G).
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    The Fund may invest in the exchange traded securities of pooled 
vehicles that are not investment companies and, thus, not required to 
comply with the provisions of the 1940 Act. Such pooled vehicles would 
be required to comply with the provisions of other federal securities 
laws, such as the Securities Act. These pooled vehicles typically hold 
commodities, such as gold or oil, currency, or other property that is 
itself not a security.\23\
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    \23\ Exchange-traded pooled investment vehicles include Trust 
Issued Receipts (as described in NYSE Arca Equities Rule 8.200); 
Commodity-Based Trust Shares (as described in NYSE Arca Equities 
Rule 8.201); Currency Trust Shares (as described in NYSE Arca 
Equities Rule 8.202); Commodity Index Trust Shares (as described in 
NYSE Arca Equities Rule 8.203); and Trust Units (as described in 
NYSE Arca Equities Rule 8.500).
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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 fixed income securities and bank loans, that are 
deemed illiquid by the Adviser, consistent with Commission 
guidance.\24\ Thus, only those Rule 144A securities and bank loans, 
that are deemed illiquid by the Adviser would be included in the 
limitation of 15% of net assets in illiquid assets.\25\
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    \24\ 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. 28193 (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 fund. 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).
    \25\ Rule 144A securities and loan assignments, including bank 
loans, are subject to the Fund's 15% limitation on holdings in 
illiquid assets only if deemed illiquid by the Adviser. In reaching 
liquidity decisions relating to Rule 144A securities and loan 
assignments, the Adviser may consider the following factors: 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; and the nature of the security and the nature of the 
marketplace trades (e.g., the time needed to dispose of the 
security, the method of soliciting offers, and the mechanics of 
transfer.) The Adviser represents that the Adviser and the Board 
will continue to evaluate each 144A security and loan assignment 
based on the Fund's valuation procedures to oversee liquidity and 
valuation concerns.
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    The Adviser has represented that it will invest generally in loan 
assignments, including bank loans, that it deems highly liquid, with 
readily available prices.
    The Fund will not invest in options contracts or swap agreements.
    The Fund will seek to qualify for treatment as a regulated 
investment company under the Internal Revenue Code of 1986.\26\
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    \26\ 26 U.S.C. 851.
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    The Fund's investments will be consistent with its investment 
objective and will not be used to provide multiple returns of a 
benchmark or to produce leveraged returns.
Creation and Redemption of Shares
    The Trust will issue and sell Shares of the Fund only in ``Creation 
Units'' on a continuous basis through the Distributor, at their NAV 
next determined after receipt, on any business day, for an order 
received in proper form. All orders to create Creation Units must be 
placed for one or more Creation Unit size aggregations of Shares 
(50,000 Shares per Creation Unit). The Creation Unit size is subject to 
change.
    The consideration for purchase of a Creation Unit of the Fund 
generally will consist of an in-kind deposit of ``Deposit Securities'' 
for each Creation Unit constituting a substantial replication, or a 
representation, of the securities included in the Fund's portfolio and 
a ``Cash Component'' computed as described below. Together, the Deposit 
Securities and the Cash Component constitute the ``Fund Deposit'', 
which represents the minimum initial and subsequent investment amount 
for a Creation Unit of the 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. If the Cash Component is a 
positive number (i.e., the NAV per Creation Unit exceeds the market 
value of the Deposit Securities), the Cash Component will be such 
positive amount. If the Cash Component is a negative number (i.e., the 
NAV per Creation Unit is less than the market value of the Deposit 
Securities), the Cash Component will be such negative amount, and the 
creator will be entitled to receive cash from the Fund in an amount 
equal to the Cash Component. The Cash Component serves the function of 
compensating for any differences between the NAV per Creation Unit and 
the market value of the Deposit Securities.
    The Administrator, 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., Eastern Time), the list of the names and the required number 
of Shares of each Deposit Security to be included in the current Fund 
Deposit (based on information at the end of the previous business day) 
for the Fund. Such Fund Deposit will be applicable, subject to any 
adjustments as described below, in order to effect creations of 
Creation Units of the Fund

[[Page 36376]]

until such time as the next-announced composition of the Deposit 
Securities is made available.
    The identity and number of Shares of the Deposit Securities 
required for the Fund Deposit for the Fund will change as rebalancing 
adjustments and corporate action events are reflected from time to time 
by the Sub-Adviser with a view to the investment objective of the Fund. 
In addition, the Trust 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 that may 
not be available in sufficient quantity for delivery, that may not be 
eligible for transfer or that may not be eligible for trading by an 
``Authorized Participant'' (as described below) or the investor for 
which it is acting.
    In addition to the list of names and numbers of securities 
constituting the current Deposit Securities of the Fund Deposit, the 
Administrator, through NSCC, also will make available on each business 
day the estimated Cash Component, effective through and including the 
previous business day, per outstanding Creation Unit of the Fund.
Procedures for Creation of Creation Units
    To be eligible to place orders to create a Creation Unit of the 
Fund, an entity must be (i) a ``Participating Party'', i.e., a broker-
dealer or other participant in the clearing process through the 
Continuous Net Settlement System of NSCC (the ``Clearing Process'') or 
a clearing agency that is registered with the Commission, or (ii) a 
Depositary Trust Company (``DTC'') Participant (see ``Book Entry Only 
System'') and, in each case, must have executed an agreement with the 
Trust, the Distributor and the Administrator with respect to creations 
and redemptions of Creation Units (``Participant Agreement''). A 
Participating Party and DTC Participant are collectively referred to as 
an ``Authorized Participant''.
    All orders to create Creation Units must be received by the 
Distributor no later than the close of the regular trading session on 
the Exchange (ordinarily 4:00 p.m. Eastern Time) (``Closing Time''), in 
each case on the date such order is placed in order for the creation of 
Creation Units to be effected based on the NAV of Shares of the Fund as 
next determined on such date after receipt of the order in proper form.
Redemption of Creation Units
    Shares may be redeemed only in Creation Units at their NAV next 
determined after receipt of a redemption request in proper form by the 
Distributor and the Fund through the Administrator and only on a 
business day.
    With respect to the Fund, the Administrator, through NSCC, will 
make available immediately prior to the opening of business on the 
Exchange (currently 9:30 a.m., Eastern Time) on each business day, the 
Deposit Securities that will be applicable (subject to possible 
amendment or correction) to redemption requests received in proper form 
on that day. Deposit Securities received on redemption may not be 
identical to Deposit Securities which are applicable to creations of 
Creation Units.
    Unless cash redemptions are available or specified for the Fund, 
the redemption proceeds for a Creation Unit generally consist of 
Deposit Securities, as announced by the Administrator on the business 
day of the request for redemption received in proper form, plus 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 the Deposit Securities (the ``Cash Redemption 
Amount''), less a redemption transaction fee. In the event that the 
Deposit Securities have a value greater than the NAV of the Shares, a 
compensating cash payment equal to the differential is required to be 
made by or through an Authorized Participant by the redeeming 
shareholder.
    If it is not possible to effect deliveries of the Deposit 
Securities, the Trust may in its discretion exercise its option to 
redeem such shares in cash, and the redeeming Beneficial Owner will be 
required to receive its redemption proceeds in cash. In addition, an 
investor may request a redemption in cash which the Fund may, in its 
sole discretion, permit.\27\ In either case, the investor will receive 
a cash payment equal to the NAV of its Shares based on the NAV of 
Shares of the Fund next determined after the redemption request is 
received in proper form (minus a redemption transaction fee and 
additional charge for requested cash redemptions specified above, to 
offset the Trust's brokerage and other transaction costs associated 
with the disposition of Deposit Securities). The Fund may also, in its 
sole discretion, upon request of a shareholder, provide such redeemer a 
portfolio of securities which differs from the exact composition of the 
Deposit Securities but does not differ in NAV.
---------------------------------------------------------------------------

    \27\ The Adviser represents that, to the extent the Trust 
effects the redemption of Shares in cash, such transactions will be 
effected in the same manner for all Authorized Participants.
---------------------------------------------------------------------------

    The right of redemption may be suspended or the date of payment 
postponed with respect to the Fund (1) for any period during which the 
Exchange is closed (other than customary weekend and holiday closings); 
(2) for any period during which trading on the Exchange is suspended or 
restricted; (3) for any period during which an emergency exists as a 
result of which disposal of the Shares of the Fund or determination of 
the Shares' NAV is not reasonably practicable; or (4) in such other 
circumstance as is permitted by the Commission.
Net Asset Value
    The NAV of the Shares for the Fund will be equal to the Fund's 
total assets minus the Fund's total liabilities divided by the total 
number of Shares outstanding. Interest and investment income on the 
Trust's assets will accrue daily and will be included in the Fund's 
total assets. Expenses and fees (including investment advisory, 
management, administration and distribution fees, if any) will accrue 
daily and will be included in the Fund's total liabilities.
    The pricing and valuation of portfolio securities will be 
determined in good faith in accordance with procedures approved by, and 
under the direction of, the Board. In determining the value of the 
Fund's assets, portfolio securities will generally be valued at market 
using quotations from the primary market in which they are traded. The 
Fund normally will use third party pricing services to obtain market 
quotations.
    Securities and assets for which market quotations are not readily 
available or which cannot be accurately valued using the Fund's normal 
pricing procedures will be valued by the Trust's Fair Value Pricing 
Committee at fair value as determined in good faith under policies 
approved by the Trust's Board. Fair value pricing may be used, for 
example, in situations where (i) portfolio securities, such as 
securities with small capitalizations, are so thinly traded that there 
have been no transactions for that security over an extended period of 
time; (ii) an event occurs after the close of the exchange on which a 
portfolio security is principally traded that is likely to change the 
value of the portfolio security prior to the Fund's NAV calculation; 
(iii) the exchange on which the portfolio security is principally 
traded closes early; or (iv) trading of the particular portfolio 
security is halted during the day and does not resume prior to the

[[Page 36377]]

Fund's NAV calculation. Pursuant to policies adopted by the Board, the 
Adviser will consult with BNY Mellon and the Sub-Adviser on a regular 
basis regarding the need for fair value pricing. The Fund's policies 
regarding fair value pricing are intended to result in a calculation of 
the Fund's NAV that fairly reflects portfolio security values as of the 
time of pricing. A portfolio security's ``fair value'' price may differ 
from the price next available for that portfolio security using the 
Fund's normal pricing procedures, and the fair value price may differ 
substantially from the price at which the security may ultimately be 
traded or sold. The Board will monitor and evaluate the Fund's use of 
fair value pricing, and periodically reviews the results of any fair 
valuation under the Trust's policies.
    The NAV will be determined as of the close of regular trading on 
the Exchange, normally 4:00 p.m. Eastern time, on each day that the 
Exchange is open for business.
    In computing the Fund's NAV, the Fund's securities holdings will be 
valued based on their last readily available market price.
    Exchange-traded equity securities 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. If market prices are unavailable or 
the Fund believes that they are unreliable, or when the value of a 
security has been materially affected by events occurring after the 
relevant market closes, the Fund will price those securities at fair 
value as determined in good faith using methods approved by the Trust's 
Board.
    Unsponsored ADRs, which are traded OTC, will be valued on the basis 
of the market closing price on the exchange where the stock of the 
foreign issuer that underlies the ADR is listed. Investment company 
securities (other than ETFs), including mutual funds and closed end 
funds will be valued at net asset value.
    Currency spot rates will be taken from major market data vendors 
and will generally be determined as of the close of trading of the New 
York Stock Exchange. Futures contracts will generally be valued at the 
settlement price of the relevant exchange. In computing the Fund's net 
asset value per Share, Rule 144A fixed income securities will be valued 
based on price quotations and other equivalent indications of value 
provided by a third party pricing service.
    Corporate debt securities, bank loans, non-agency CMBS, agency and 
non-agency RMBS, non-U.S. dollar securities, emerging market high-yield 
securities, investment-grade bonds, ABS, municipal bonds, CMOs, REMICs, 
junk bonds, equipment trust certificates, and money market instruments 
generally trade in the OTC market rather than on a securities exchange. 
The Fund will generally value these portfolio securities by relying on 
independent pricing services. The Fund's pricing services will use 
valuation models or matrix pricing to determine current value. In 
general, pricing services use information with respect to comparable 
bond and note transactions, quotations from bond dealers or by 
reference to other securities that are considered comparable in such 
characteristics as rating, interest rate, maturity date, option 
adjusted spread models, prepayment projections, interest rate spreads 
and yield curves.
    Foreign exchange rates will be priced using 4:00 p.m. Eastern Time 
mean prices from major market data vendors.
Availability of Information
    The Fund's Web site (www.newfleet.com), which will be publicly 
available prior to the public offering of Shares, will include a form 
of the prospectus for the Fund that may be downloaded. The Fund's Web 
site will include additional quantitative information updated on a 
daily basis, including, for the Fund, (1) daily trading volume, the 
prior business day's reported closing price, NAV and mid-point of the 
bid/ask spread at the time of calculation of such NAV (the ``Bid/Ask 
Price''),\28\ and a calculation of the premium and discount of the Bid/
Ask Price against the NAV, and (2) data in chart format displaying the 
frequency distribution of discounts and premiums of the daily Bid/Ask 
Price against the NAV, within appropriate ranges, for each of the four 
previous calendar quarters. On each business day, before commencement 
of trading in Shares in the Core Trading Session on the Exchange, the 
Fund's Web site will disclose the Disclosed Portfolio that will form 
the basis for the Fund's calculation of NAV at the end of the business 
day.\29\
---------------------------------------------------------------------------

    \28\ The Bid/Ask Price of the Fund's Shares 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 the Fund's NAV. The 
records relating to Bid/Ask Prices will be retained by the Fund and 
its service providers.
    \29\ Under accounting procedures followed by the Fund, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, the Fund 
will be able to disclose at the beginning of the business day the 
portfolio that will form the basis for the NAV calculation at the 
end of the business day.
---------------------------------------------------------------------------

    The 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, CUSIP number or other identifier, if any; a 
description of the holding (including the type of holding); the 
identity of the security, commodity, index 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; 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, if applicable, required to be delivered in 
exchange for the Fund's Shares, together with estimates and actual cash 
components, will be publicly disseminated daily prior to the opening of 
the Exchange via the NSCC. The basket represents one Creation Unit of 
the Fund. The NAV of Shares of the Fund will normally be determined as 
of the close of the regular trading session on the Exchange (ordinarily 
4:00 p.m. Eastern Time) on each business day. Authorized participants 
may refer to the basket composition file for information regarding 
securities and financial instruments that may comprise the Fund's 
basket on a given day.
    The approximate value of the Fund's investments on a per-Share 
basis, the Indicative Intra-Day Value (``IIV''), will be disseminated 
every 15 seconds during the Exchange Core Trading Session. The IIV 
should not be viewed as a ``real-time'' update of NAV because the IIV 
will be calculated by an independent third party and may not be 
calculated in the exact same manner as NAV, which will be computed 
daily.
    The IIV for the Fund will be calculated 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. ``Estimated 
Fund Value'' is the sum of the estimated amount of cash held in the 
Fund's portfolio, the estimated amount of accrued interest owing to the 
Fund and the estimated value of the securities held in the Fund's 
portfolio, minus the estimated amount of the Fund's liabilities. The 
IIV will be calculated based on the same portfolio holdings disclosed 
on the Fund's Web site. In determining the estimated value for

[[Page 36378]]

each of the component securities, the IIV will use last sale, market 
prices or other methods that would be considered appropriate for 
pricing equity securities held by registered investment companies.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), the Fund's shareholder reports, and its Form N-
CSR and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder 
Reports will be available free upon request from the Trust, and those 
documents and the Form N-CSR and Form N-SAR may be viewed on-screen or 
downloaded from the Commission's Web site at 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 the 
underlying U.S. exchange-traded equity securities will be available via 
the Consolidated Tape Association (``CTA'') high-speed line, and from 
the national securities exchange on which they are listed. Price 
information regarding exchange-traded equity securities and futures 
contracts held by the Fund will be available from the exchanges trading 
such assets.
    Quotation information from brokers and dealers or pricing services 
will be available for unsponsored ADRs; fixed income securities; bank 
loans; U.S. Treasury securities; other obligations issued or guaranteed 
by U.S. government agencies and instrumentalities; bank obligations; 
short-term securities; money market instruments; ABS; MBS; CMBS; RMBS; 
CMOs; shares of mutual funds; corporate debt securities; and 
convertible securities. Price information for investment company 
securities (other than ETFs and exchange-traded closed end funds) will 
be available from the investment company's Web site and from market 
data vendors. Pricing information regarding each asset class in which 
the Fund will invest will generally be available through nationally 
recognized data service providers through subscription agreements. 
Foreign exchange prices are available from major market data vendors. 
Intra-day and closing price information for Rule 144A fixed income 
securities and loan assignments will be available from major market 
data vendors.
    In addition, the IIV, (which is the Portfolio Indicative Value, as 
defined in NYSE Arca Equities Rule 8.600(c)(3)), will be widely 
disseminated at least every 15 seconds during the Core Trading Session 
by one or more major market data vendors.\30\ The dissemination of the 
IIV, together with the Disclosed Portfolio, will allow investors to 
determine the value of the underlying portfolio of the Fund on a daily 
basis and will provide a close estimate of that value throughout the 
trading day.
---------------------------------------------------------------------------

    \30\ Currently, it is the Exchange's understanding that several 
major market data vendors display and/or make widely available IIVs 
taken from CTA or other data feeds.
---------------------------------------------------------------------------

    Additional information regarding the Trust and the Shares, 
including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings disclosure policies, distributions 
and taxes is included in the Registration Statement.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of the Fund.\31\ Trading in Shares of the Fund 
will be halted if the circuit breaker parameters in NYSE Arca Equities 
Rule 7.12 have been reached. Trading also may be halted because of 
market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable. These may include: (1) The 
extent to which trading is not occurring in the securities and/or the 
financial instruments comprising 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. Trading in 
the Shares will be subject to NYSE Arca Equities Rule 8.600(d)(2)(D), 
which sets forth circumstances under which Shares of the Fund may be 
halted.
---------------------------------------------------------------------------

    \31\ See NYSE Arca Equities Rule 7.12, Commentary .04.
---------------------------------------------------------------------------

Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace from 4 a.m. to 8 p.m. Eastern Time in 
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late 
Trading Sessions). The Exchange has appropriate rules to facilitate 
transactions in the Shares during all trading sessions. 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 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), the Adviser 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 the Fund's portfolio. The Exchange represents that, for 
initial and/or continued listing, the Fund will be in compliance with 
Rule 10A-3 \32\ 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 
\33\ as defined in NYSE Arca Equities Rule 8.600(c)(2) will be made 
available to all market participants at the same time. The Fund's 
investments will be consistent with the Fund's investment objective and 
will not be used to enhance leverage.
---------------------------------------------------------------------------

    \32\ 17 CFR 240.10A-3.
    \33\ The term ``Disclosed Portfolio'' is defined in NYSE Arca 
Equities Rule 8.600(c)(2).
---------------------------------------------------------------------------

    Additional information regarding the Trust, Fund, and Shares, 
including investment strategies, risks, creation and redemption 
procedures, fees, portfolio holdings, disclosure policies, 
distributions and taxes, availability of information, trading rules and 
halts, and surveillance procedures, among other things, can be found in 
the Registration Statement.
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, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws. The Exchange represents that these 
procedures are adequate to properly monitor Exchange trading of the 
Shares in all trading sessions and to deter and detect violations of 
Exchange rules and federal

[[Page 36379]]

securities laws applicable to trading on the Exchange.\34\
---------------------------------------------------------------------------

    \34\ 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.
---------------------------------------------------------------------------

    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.\35\
---------------------------------------------------------------------------

    \35\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio may trade on markets that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement.
---------------------------------------------------------------------------

    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares, exchange-traded equity securities and 
futures contracts with other markets and other entities that are 
members of the ISG, and FINRA, on behalf of the Exchange, may obtain 
trading information regarding trading in the Shares, exchange-traded 
equity securities and futures contracts from such markets and other 
entities. In addition, the Exchange may obtain information regarding 
trading in the Shares, exchange-traded equity securities and futures 
contracts from markets and other entities that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement. In addition, FINRA, on behalf of the Exchange, is 
able to access, as needed, trade information for certain fixed income 
securities held by the Fund reported to FINRA's Trade Reporting and 
Compliance Engine (``TRACE'').
    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 Holders in an Information Bulletin (``Bulletin'') 
of the special characteristics and risks associated with trading the 
Shares. Specifically, the Bulletin will discuss the following: (1) The 
procedures for purchases and redemptions of Shares in Creation Unit 
aggregations (and that Shares are not individually redeemable); (2) 
NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence 
on its Equity Trading Permit 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 and the Disclosed 
Portfolio is disseminated; (5) the requirement that Equity Trading 
Permit Holders deliver a prospectus to investors purchasing newly 
issued Shares prior to or concurrently with the confirmation of a 
transaction; and (6) trading information.
    In addition, the Bulletin will reference that the Fund is subject 
to various fees and expenses described in the Registration Statement. 
The Bulletin will discuss any exemptive, no-action, and interpretive 
relief granted by the Commission from any rules under the Act. The 
Bulletin will also disclose that the NAV for the Shares will be 
calculated after 4:00 p.m. Eastern Time each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under section 6(b)(5) \36\ 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.
---------------------------------------------------------------------------

    \36\ 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 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, exchange-
traded equity securities and futures contracts with other markets and 
other entities that are members of the ISG, and FINRA, on behalf of the 
Exchange, may obtain trading information regarding trading in the 
Shares, exchange-traded equity securities and futures contracts from 
such markets and other entities. In addition, the Exchange may obtain 
information regarding trading in the Shares, exchange-traded equity 
securities and futures contracts from markets and other entities that 
are members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement. In addition, FINRA, on 
behalf of the Exchange, is able to access, as needed, trade information 
for certain fixed income securities held by the Fund reported to TRACE. 
The Fund may invest up to 20% of its net assets in the aggregate in 
non-agency CMBS, RMBS and ABS. The Fund may invest up to 20% of its 
assets in junior bank loans. The Fund may not purchase or hold illiquid 
assets if, in the aggregate, more than 15% of its net assets would be 
invested in illiquid assets. The Adviser and Sub-Adviser are not 
registered as broker-dealers but are affiliated with two broker-dealers 
and have implemented and will maintain a fire wall with respect to each 
such broker-dealer affiliate regarding access to information concerning 
the composition and/or changes to the portfolio.
    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 Exchange will obtain a representation from the issuer of the 
Shares that the NAV per Share will be calculated daily and that the NAV 
and the Disclosed Portfolio will be made available to all market 
participants at the same time. In addition, a large amount of 
information is publicly available regarding the Fund and the Shares, 
thereby promoting market transparency. Quotation and last sale 
information for the Shares and the underlying U.S. exchange-traded 
equity securities will be available via the CTA high-speed line, and 
from the national securities exchange on which they are listed. The 
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, CUSIP number or other identifier, if any; a description 
of the holding (including the type of holding); the identity of the 
security, commodity, index 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; effective date, if any; market value of 
the holding; and the percentage weighting of the holding in the Fund's 
portfolio. Moreover, prior to the commencement of trading, the Exchange 
will inform its Equity Trading Permit Holders in an Information 
Bulletin of the special characteristics and risks associated with 
trading the Shares. Trading in Shares of the Fund will be halted if the 
circuit breaker parameters in NYSE Arca Equities Rule 7.12 have been 
reached or because of market

[[Page 36380]]

conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable. Trading in the Shares will be 
subject to NYSE Arca Equities Rule 8.600(d)(2)(D), which sets forth 
circumstances under which Shares of the Fund may be halted. In 
addition, as noted above, investors will have ready access to 
information regarding the 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 
an additional type of actively-managed exchange-traded product that 
will enhance competition among market participants, to the benefit of 
investors and the marketplace. As noted above, the Exchange has in 
place surveillance procedures relating to trading in the Shares and may 
obtain information via ISG from other exchanges that are members of ISG 
or with which the Exchange has entered into a comprehensive 
surveillance sharing agreement. In addition, as noted above, investors 
will have ready access to information regarding the 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 an 
additional type of actively-managed exchange-traded product 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 such longer period up to 90 days after publication 
(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-2015-42 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2015-42. 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 Section, 100 F Street, 
NE., Washington, DC 20549 on official business days between 10:00 a.m. 
and 3:00 p.m. Copies of the filing will also be available for 
inspection and copying at the NYSE's principal office and on its 
Internet Web site at www.nyse.com. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSEArca-2015-42 and should be submitted on or before 
July 15, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\37\
---------------------------------------------------------------------------

    \37\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-15455 Filed 6-23-15; 8:45 am]
 BILLING CODE 8011-01-P


