
[Federal Register Volume 80, Number 127 (Thursday, July 2, 2015)]
[Notices]
[Pages 38253-38261]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-16269]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75311; File No. SR-NYSEArca-2015-50]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating to Listing and Trading of Shares of 
the Cambria Sovereign High Yield Bond ETF and the Cambria Value and 
Momentum ETF Under NYSE Arca Equities Rule 8.600

June 26, 2015.
    Pursuant to section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on June 19, 2015, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III below, which 
Items have been prepared by the Exchange. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the Cambria 
Sovereign High Yield Bond ETF and the Cambria Value and Momentum ETF 
under NYSE Arca Equities Rule 8.600 (``Managed Fund Shares''). The text 
of the proposed rule change is available on the Exchange's Web site at 
www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (''Shares'') of the 
following under NYSE Arca Equities Rule 8.600, which governs the 
listing and trading of Managed Fund Shares: \4\ Cambria Sovereign High 
Yield Bond ETF and the Cambria Value and Momentum ETF (each a ``Fund'' 
and, collectively, the ``Funds'').\5\ The Shares will be offered by the 
Cambria ETF Trust (the ``Trust''), a Delaware statutory trust which is 
registered with the Commission as an open-end management investment 
company.\6\ Cambria Investment Management, L.P. (``Cambria'' or the 
``Adviser'') will serve as the investment adviser of the Funds. SEI 
Investments Distribution Co. (the ``Distributor'' or ``SEI'') will be 
the principal underwriter and distributor of the Funds' Shares. SEI 
Investments Global Funds Services (``SEI GFS'') will serve as the 
accountant and administrator of the Funds. Brown Brothers Harriman & 
Co. will serve as

[[Page 38254]]

the ``Custodian'' and ``Transfer Agent'' of the Funds' assets.
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    \4\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-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.
    \5\ The Commission has previously 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. 71999 (April 
23, 2014), 79 FR 24040 (April 29, 2014) (SR-NYSEArca-2014-19) (order 
approving Exchange listing and trading of shares of four actively-
managed asset allocation funds of iShares U.S. ETF Trust); 57801 
(May 8, 2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-2008-31) 
(order approving Exchange listing and trading of shares of twelve 
actively-managed funds of the WisdomTree Trust); 73004 (September 5, 
2014), 79 FR 54333 (September 11, 2014) (SR-NYSEArca-2014-76) (order 
approving Exchange listing and trading of Shares of the Cambria 
Global Momentum ETF).
    \6\ The Trust will be registered under the 1940 Act. On August 
27, 2014, the Trust filed an amendment to the Trust's registration 
statement on Form N-1A under the Securities Act of 1933 (the ``1933 
Act'') (15 U.S.C. 77a), and under the 1940 Act relating to the Funds 
(File Nos. 333-180879 and 811-22704) (the ``Registration 
Statement''). The description of the operation of the Trust and the 
Funds herein is based, in part, on the Registration Statement. In 
addition, the Commission has issued an order granting certain 
exemptive relief to the Trust under the 1940 Act. See Investment 
Company Act Release No. 30340 (January 4, 2013) (``Exemptive 
Order''). Investments made by the Funds will comply with the 
conditions set forth in the Exemptive Order.
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    Commentary .06 to Rule 8.600 provides that, if the investment 
adviser to the investment company issuing Managed Fund Shares is 
affiliated with a broker-dealer, such investment adviser shall erect a 
``fire wall'' between the investment adviser and the broker-dealer with 
respect to access to information concerning the composition and/or 
changes to such investment company portfolio. In addition, Commentary 
.06 further requires that personnel who make decisions on the open-end 
fund's portfolio composition must be subject to procedures designed to 
prevent the use and dissemination of material nonpublic information 
regarding the open-end fund's portfolio.\7\ The Adviser is not 
registered as a broker-dealer or affiliated with a broker-dealer. In 
the event (a) the Adviser or any sub-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, it will implement a fire wall with 
respect to its relevant personnel or 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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    \7\ 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 its related personnel are 
subject to the provisions of Rule 204A-1 under the Advisers Act 
relating to codes of ethics. This Rule requires investment advisers 
to adopt a code of ethics that reflects the fiduciary nature of the 
relationship to clients as well as compliance with other applicable 
securities laws. Accordingly, procedures designed to prevent the 
communication and misuse of non-public information by an investment 
adviser must be consistent with Rule 204A-1 under the Advisers Act. 
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful 
for an investment adviser to provide investment advice to clients 
unless such investment adviser has (i) adopted and implemented 
written policies and procedures reasonably designed to prevent 
violation, by the investment adviser and its supervised persons, of 
the Advisers Act and the Commission rules adopted thereunder; (ii) 
implemented, at a minimum, an annual review regarding the adequacy 
of the policies and procedures established pursuant to subparagraph 
(i) above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
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Cambria Sovereign High Yield Bond ETF
Principal Investment Policies
    According to the Registration Statement, the Fund will seek income 
and capital appreciation from investments in securities and instruments 
that provide exposure to sovereign and quasi-sovereign bonds.
    Under normal market conditions \8\, at least 80% of the value of 
the Fund's net assets (plus borrowings for investment purposes) will be 
invested in sovereign and quasi-sovereign high yield bonds (commonly 
known as ``junk bonds'').\9\ For the purposes of this policy, sovereign 
and quasi-sovereign high yield bonds include exchange-traded funds 
(``ETFs'') \10\ and exchange-traded notes (``ETNs'') \11\ that invest 
in or have exposure to such bonds. The Fund will invest in emerging and 
developed countries, including countries located in the G-20 and other 
countries. Potential countries include, but are not limited to, 
Argentina, Australia, Brazil, Canada, Chile, China, Colombia, members 
of the European Union, Hong Kong, India, Israel, Indonesia, Japan, 
Malaysia, Mexico, New Zealand, Norway, Peru, the Philippines, Russia, 
Saudi Arabia, Singapore, South Africa, South Korea, Sweden, 
Switzerland, Taiwan, Thailand, Turkey, the United Kingdom and the 
United States.
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    \8\ The term ``under normal market conditions'' includes, but is 
not limited to, the absence of extreme volatility or trading halts 
in the equity markets or the financial markets generally; 
operational issues causing dissemination of inaccurate market 
information; or force majeure type events such as systems failure, 
natural or man-made disaster, act of God, armed conflict, act of 
terrorism, riot or labor disruption or any similar intervening 
circumstance.
    \9\ Sovereign and quasi-sovereign bonds include securities 
issued or guaranteed by foreign governments (including political 
subdivisions) or their authorities, agencies, or instrumentalities 
or by supra-national agencies. Supra-national agencies are agencies 
whose member nations make capital contributions to support the 
agencies' activities. Examples include the International Bank for 
Reconstruction and Development (the World Bank), the Asian 
Development Bank, the European Coal and Steel Community, and the 
Inter-American Development Bank. In addition to investing directly 
in foreign government securities, the Fund may purchase instruments 
evidencing undivided ownership interests in interest payments and/or 
principal payments of foreign government securities.
    \10\ For purposes of this filing, the term ``ETFs'' includes 
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). All ETFs will be listed and traded in the 
U.S. on a national securities exchange. While the Funds may invest 
in inverse ETFs, the Funds will not invest in leveraged (e.g., 2X, -
2X, 3X or -3X) ETFs.
    \11\ For purposes of this filing, the term ``ETNs'' includes 
Index-Linked Securities (as described in NYSE Arca Equities Rule 
5.2(j)(6)). All ETNs will be listed and traded in the U.S. on a 
national securities exchange. The Funds will not invest in leveraged 
(e.g., 2X, -2X, 3X or -3X) ETNs.
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    Sovereign bonds include debt securities issued by a national 
government, instrumentality or political sub-division. Quasi-sovereign 
bonds include debt securities issued by a supra-national government or 
a state-owned enterprise or agency. The sovereign and quasi-sovereign 
bonds that the Fund will invest in may be denominated in local and 
foreign currencies. The Fund may invest in securities of any duration 
or maturity.
    The Fund may invest up to 20% of its net assets in money market 
instruments or other high quality debt securities, cash or cash 
equivalents, or ETFs and ETNs that invest in, or provide exposure to, 
such instruments or securities.
    Cambria will utilize a quantitative model to select sovereign and 
quasi-sovereign bond exposures for the Fund. The model will review 
various characteristics of potential investments, with yield as the 
largest determinant. By considering together the various 
characteristics of potential investments, the model will identify 
potential allocations for the Fund, as well as opportune times to make 
such allocations. Screens will exclude foreign issuers whose securities 
are highly restricted or illegal for U.S. persons to own, including due 
to the imposition of sanctions by the U.S. Government.
Cambria Value and Momentum ETF
Principal Investments
    According to the Registration Statement, the Fund will seek income 
and capital appreciation from investments in the U.S. equity market. 
The Fund will seek to achieve its investment objective by investing, 
under normal market conditions, at least 80% of the value of the Fund's 
net assets in U.S. exchange-listed equity securities that are 
undervalued according to various valuation metrics, including 
cyclically adjusted valuation metrics. These valuation metrics are 
derived by dividing the current market value of a reference index or 
asset by an inflation-adjusted normalized factor (typically earnings, 
book value, dividends, cash flows or sales) over the past seven to ten 
years. The Adviser intends to employ systematic quantitative strategies 
in an effort to avoid overvalued and downtrending markets.
    In attempting to avoid overvalued and downtrending markets, the 
Fund may use U.S. exchange-traded stock index futures or options 
thereon, or take short positions in ETFs to attempt to hedge the long 
equity portfolio during times when Cambria believes that the U.S. 
equity market is overvalued from a valuation standpoint, or Cambria's 
models identify unfavorable trends and momentum in the U.S. equity 
market. The Fund may hedge up to 100% of the

[[Page 38255]]

value of the Fund's long portfolio using these strategies. During 
certain periods, including to collateralize the Fund's investments in 
futures contracts, the Fund may invest up to 20% of the value of its 
net assets in U.S. dollar and non-U.S. dollar denominated money market 
instruments or other high quality debt securities, or ETFs that invest 
in these instruments.
    The Fund may invest in securities of companies in any industry, and 
will limit the maximum allocation to any particular sector. Although 
the Fund generally expects to invest in companies with larger market 
capitalizations, the Fund may also invest in small- and mid-
capitalization companies. Filters will be implemented to screen for 
companies that pass sector concentration and liquidity requirements. 
Screens also will exclude foreign issuers whose securities are highly 
restricted or illegal for U.S. persons to own, including due to the 
imposition of sanctions by the U.S. Government.
    Cambria will utilize a quantitative model that combines value and 
momentum factors to identify which securities the Fund may purchase and 
sell and opportune times for purchases and sales. The Fund will look to 
allocate to the top performing value stocks based on value factors as 
well as absolute and relative momentum. Valuation will typically be 
measured on a longer time horizon (five to ten years) than momentum 
(typically less than one year).
    The Fund may invest in U.S. exchange-listed preferred stocks. 
Preferred stocks include convertible and non-convertible preferred and 
preference stocks that are senior to common stock.
    The Fund may invest in U.S. exchange-listed real estate investment 
trusts (``REITs'').
    The Fund may engage in short sales of securities.
Other Investments
    While each Fund, under normal market conditions, will invest at 
least 80% of the value of its net assets (plus borrowings for 
investment purposes) in the securities and other assets described 
above, each Fund may invest its remaining assets in the securities and 
financial instruments described below.
    A Fund may invest a portion of its assets in cash or cash items 
pending other investments or to maintain liquid assets required in 
connection with some of a Fund's investments. These cash items and 
other high quality debt securities may include money market 
instruments, securities issued by the U.S. Government and its agencies, 
bankers' acceptances, commercial paper, bank certificates of deposit 
and shares of investment companies that invest primarily in such 
instruments.
    A Fund may invest in corporate debt securities. A Fund may invest 
in commercial paper, master notes and other short-term corporate 
instruments that are denominated in U.S. dollars. Commercial paper 
consists of short-term promissory notes issued by corporations. Master 
notes are demand notes that permit the investment of fluctuating 
amounts of money at varying rates of interest pursuant to arrangements 
with issuers who meet the quality criteria of a Fund. Master notes are 
generally illiquid and therefore subject to a Fund's percentage 
limitations for investments in illiquid securities.
    A Fund may invest in the following types of debt securities in 
addition to those described under ``Principal Investments'' above for 
each Fund: Securities issued or guaranteed by the U.S. Government, its 
agencies, instrumentalities, and political subdivisions; securities 
issued or guaranteed by foreign governments, their authorities, 
agencies, instrumentalities and political subdivisions; securities 
issued or guaranteed by supra-national agencies; corporate debt 
securities; time deposits; notes; inflation-indexed securities; and 
repurchase agreements.
    Such debt securities may be investment grade securities or high 
yield securities. Investment grade securities include securities issued 
or guaranteed by the U.S. Government, its agencies and 
instrumentalities, as well as securities rated in one of the four 
highest rating categories by at least two Nationally Recognized 
Statistical Rating Organizations (``NRSROs'') rating that security, 
such as Standard & Poor's Ratings Services (``Standard & Poor's''), 
Moody's Investors Service, Inc. (``Moody's'') or Fitch Ratings Ltd. 
(``Fitch''), or rated in one of the four highest rating categories by 
one NRSRO if it is the only NRSRO rating that security or, if unrated, 
deemed to be of comparable quality by Cambria and traded publicly on 
the world market. The Fund, at the discretion of Cambria, may retain a 
debt security that has been downgraded below the initial investment 
criteria.
    A Fund may invest in securities rated lower than Baa by Moody's, or 
equivalently rated by S&P or Fitch.
    The debt and other fixed income securities in which a Fund may 
invest include fixed and floating rate securities of any maturity. 
Fixed rate securities pay a specified rate of interest or dividends. 
Floating rate securities pay a rate that is adjusted periodically by 
reference to a specified index or market rate. A Fund may invest in 
indexed bonds, which are a type of fixed income security whose 
principal value and/or interest rate is adjusted periodically according 
to a specified instrument, index, or other statistic (e.g., another 
security, inflation index, currency, or commodity).
    A Fund may invest in zero coupon securities.
    A Fund gain exposure to foreign securities by purchasing U.S. 
exchange-listed and traded American Depositary Receipts (``ADRs''), and 
exchange-traded European Depositary Receipts (``EDRs'') and Global 
Depositary Receipts (``GDRs'', together with ADRs and EDRs, 
``Depositary Receipts'').\12\
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    \12\ Depositary Receipts are receipts, typically issued by a 
bank or trust issuer, which evidence ownership of underlying 
securities issued by a non-U.S. issuer. Generally, ADRs, in 
registered form, are denominated in U.S. dollars and are designed 
for use in the U.S. securities markets. GDRs, in bearer form, are 
issued and designed for use outside the United States and EDRs, in 
bearer form, may be denominated in other currencies and are designed 
for use in European securities markets. ADRs are receipts typically 
issued by a U.S. bank or trust company evidencing ownership of the 
underlying securities. EDRs are European receipts evidencing a 
similar arrangement. GDRs are receipts typically issued by non-
United States banks and trust companies that evidence ownership of 
either foreign or domestic securities. Not more than 10% of the net 
assets of a Fund in the aggregate invested in exchange-traded equity 
securities shall consist of equity securities whose principal market 
is not a member of the Intermarket Surveillance Group (``ISG'') or 
party to a comprehensive surveillance sharing agreement (``CSSA'') 
with the Exchange. See note 23, infra.
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    The Cambria Sovereign High Yield Bond ETF may enter into forward 
foreign currency contracts.
Investment Restrictions
    To respond to adverse market, economic, political or other 
conditions, each of the Funds may invest up to 100% of its total 
assets, without limitation, in high-quality debt securities and money 
market instruments. The Funds may be invested in these instruments for 
extended periods, depending on Cambria's assessment of market 
conditions. Cambria deems high-quality debt securities and money market 
instruments to include commercial paper, certificates of deposit, 
bankers' acceptances, U.S. Government and agency securities, repurchase 
agreements and bonds that are BBB or higher, and registered investment 
companies that invest in such instruments.
    The Funds may invest in the securities of other investment

[[Page 38256]]

companies to the extent that such an investment would be consistent 
with the requirements of section 12(d)(1) of the 1940 Act, or any rule, 
regulation or order of the Commission or interpretation thereof.
    According to the Registration Statement, each Fund will seek to 
qualify for treatment as a Regulated Investment Company (``RIC'') under 
the Internal Revenue Code.\13\
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    \13\ 26 U.S.C. 851.
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    A Fund may hold up to an aggregate amount of 15% of its net assets 
in illiquid assets (calculated at the time of investment), consistent 
with Commission guidance. Each Fund will monitor its portfolio 
liquidity on an ongoing basis to determine whether, in light of current 
circumstances, an adequate level of liquidity is being maintained, and 
will consider taking appropriate steps in order to maintain adequate 
liquidity if, through a change in values, net assets, or other 
circumstances, more than 15% of a Fund's net assets are held in 
illiquid 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.\14\
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    \14\ 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 1933 Act).
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    Each Fund's investments will be consistent with its investment 
objective and will not be used to enhance leverage.
Creation and Redemption of Shares
    According to the Registration Statement, the Funds will sell and 
redeem Shares in aggregations of 50,000 Shares (each, a ``Creation 
Unit'') on a continuous basis through the Distributor, without a sales 
load, at the net asset value (``NAV'') next determined after receipt of 
an order in proper form on any business day. The size of a Creation 
Unit is subject to change.
    The purchase or redemption of Creation Units from a Fund must be 
effected by or through an ``Authorized Participant'' (i.e., either a 
broker-dealer or other participant in the Continuous Net Settlement 
System of the National Securities Clearing Corporation (``NSCC'') or a 
participant in the Depository Trust Company (``DTC'') with access to 
the DTC system, and who has executed an agreement (``Participant 
Agreement'') with the Distributor that governs transactions in a Fund's 
Creation Units.
    The consideration for a Creation Unit of a Fund will be the ``Fund 
Deposit''. The Fund Deposit will consist of the ``In-Kind Creation 
Basket'' and ``Cash Component'', or an all cash payment (``Cash 
Value''), as determined by Cambria to be in the best interest of a 
Fund. The Cash Component will typically include a ``Balancing Amount'' 
reflecting the difference, if any, between the NAV of a Creation Unit 
and the market value of the securities in the ``In-Kind Creation 
Basket''. The Fund Deposit for the Cambria Value and Momentum ETF 
generally will consist of the In-Kind Creation Basket and Cash 
Component and the Fund Deposit for the Cambria Sovereign High Yield 
Bond ETF generally will consist of the Cash Value.
    If the NAV per Creation Unit exceeds the market value of the 
securities in the In-Kind Creation Basket, the purchaser will pay the 
Balancing Amount to a Fund. By contrast, if the NAV per Creation Unit 
is less than the market value of the securities in the In-Kind Creation 
Basket, a Fund will pay the Balancing Amount to the purchaser.
    The Transfer Agent, in a portfolio composition file sent via the 
NSCC, generally will make available on each business day, immediately 
prior to the opening of business on the Exchange (currently 9:30 a.m., 
Eastern time), a list of the names and the required number of shares of 
each security in the In-Kind Creation Basket to be included in the 
current Fund Deposit for each Fund (based on information about a Fund's 
portfolio at the end of the previous business day) (subject to 
amendment or correction). If applicable, the Transfer Agent, through 
the NSCC, also will make available on each business day, the estimated 
Cash Component or Cash Value, effective through and including the 
previous business day, per Creation Unit.
    The announced Fund Deposit will be applicable, subject to any 
adjustments as described below, for purchases of Creation Units of a 
Fund until such time as the next-announced Fund Deposit is made 
available. From day to day, the composition of the In-Kind Creation 
Basket may change as, among other things, corporate actions and 
investment decisions by Cambria are implemented for a Fund's portfolio. 
Each Fund reserves the right to accept a nonconforming (i.e., custom) 
Fund Deposit.
    The Fund may, in its sole discretion, permit or require the 
substitution of an amount of cash (``cash in lieu'') to be added to the 
Cash Component to replace any security in the In-Kind Creation Basket. 
The Fund may permit or require cash in lieu when, for example, the 
securities in the In-Kind Creation Basket may not be available in 
sufficient quantity for delivery or may not be eligible for transfer 
through the systems of DTC. Similarly, a Fund may permit or require 
cash in lieu when, for example, the Authorized Participant or its 
underlying investor is restricted under U.S. or local securities law or 
policies from transacting in one or more securities in the In-Kind 
Creation Basket.\15\
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    \15\ The Adviser represents that, to the extent the Trust 
effects the creation of Shares in cash, such transactions will be 
effected in the same manner for all Authorized Participants.
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    To compensate the Trust for costs incurred in connection with 
creation and redemption transactions, investors will be required to pay 
to the Trust a ``Transaction Fee'' as described in the Registration 
Statement.
    According to the Registration Statement, Fund Shares may be 
redeemed only in Creation Units at their NAV next determined after 
receipt of a redemption request in proper form by a Fund through the 
Transfer Agent and only on a business day. The redemption proceeds for 
a Creation Unit will consist of the ``In-Kind Redemption Basket'' and a 
``Cash Redemption Amount'', or the Cash Value, in all instances equal 
to the value of a Creation Unit. The redemption proceeds for the 
Cambria Value and Momentum ETF generally will consist of the In-Kind 
Redemption Basket and the Cash Redemption Amount and the redemption 
proceeds for the Cambria Sovereign High Yield Bond ETF generally 
generally [sic] will consist of the Cash Value.
    The Cash Redemption Amount will typically include a Balancing 
Amount, reflecting the difference, if any, between the NAV of a 
Creation Unit and the market value of the securities in the In-Kind 
Redemption Basket. If the NAV per Creation Unit exceeds the market 
value of the securities in the In-Kind Redemption Basket, a Fund will 
pay the Balancing Amount to the redeeming investor. By contrast, if the 
NAV per

[[Page 38257]]

Creation Unit is less than the market value of the securities in the 
In-Kind Redemption Basket, the redeeming investor will pay the 
Balancing Amount to a Fund.
    The composition of the In-Kind Creation Basket will normally be the 
same as the composition of the In-Kind Redemption Basket. Otherwise, 
the In-Kind Redemption Basket will be made available by the Adviser or 
Transfer Agent. The Fund reserves the right to accept a nonconforming 
(i.e., custom) ``Fund Redemption''.
    In lieu of an In-Kind Redemption Basket and Cash Redemption Amount, 
Creation Units may be redeemed consisting solely of cash in an amount 
equal to the NAV of a Creation Unit, which amount is referred to as the 
Cash Value. If applicable, information about the Cash Value will be 
made available by the Adviser or Transfer Agent.
    The right of redemption may be suspended or the date of payment 
postponed: (i) For any period during which the New York Stock Exchange 
(``NYSE'') is closed (other than customary weekend and holiday 
closings); (ii) for any period during which trading on the NYSE is 
suspended or restricted; (iii) for any period during which an emergency 
exists as a result of which disposal of the Shares or determination of 
a Fund's NAV is not reasonably practicable; or (iv) in such other 
circumstances as permitted by the Commission.
    A Fund may, in its sole discretion, permit or require the 
substitution of an amount of cash (``cash in lieu'') to be added to the 
Cash Redemption Amount to replace any security in the In-Kind 
Redemption Basket. A Fund may permit or require cash in lieu when, for 
example, the securities in the In-Kind Redemption Basket may not be 
available in sufficient quantity for delivery or may not be eligible 
for transfer through the systems of DTC. Similarly, a Fund may permit 
or require cash in lieu when, for example, the Authorized Participant 
or its underlying investor is restricted under U.S. or local securities 
law or policies from transacting in one or more securities in the In-
Kind Redemption Basket.
    If it is not possible to effect deliveries of the securities in the 
In-Kind Redemption Basket, the Trust may in its discretion exercise its 
option to redeem 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 that a Fund may, 
in its sole discretion, permit. 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 relevant Fund next determined after the redemption 
request is received in proper form (minus a Transaction Fee, including 
a variable charge, if applicable, as described in the Registration 
Statement).\16\
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    \16\ 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 Fund may also, in its sole discretion, upon request of a 
shareholder, provide such redeemer a portfolio of securities that 
differs from the exact composition of the In-Kind Redemption Basket, or 
cash in lieu of some securities added to the Cash Component, but in no 
event will the total value of the securities delivered and the cash 
transmitted differ from the NAV. Redemptions of Fund Shares for the In-
Kind Redemption Basket will be subject to compliance with applicable 
federal and state securities laws and a Fund (whether or not it 
otherwise permits cash redemptions) reserves the right to redeem 
Creation Units for cash to the extent that the Trust could not lawfully 
deliver specific securities in the In-Kind Redemption Basket upon 
redemptions or could not do so without first registering the securities 
in the In-Kind Redemption Basket under such laws.
    When cash redemptions of Creation Units are available or specified 
for a Fund, they will be effected in essentially the same manner as in-
kind redemptions. In the case of a cash redemption, the investor will 
receive the cash equivalent of the In-Kind Redemption Basket minus any 
Transaction Fees.
    Additional information regarding creation and redemption procedures 
is included in the Registration Statement.
Net Asset Value
    The NAV of Shares will be calculated each business day by SEI GFS 
as of the close of regular trading on the NYSE, generally 4:00 p.m., 
Eastern time on each day that the NYSE is open. The Fund will calculate 
its NAV per Share by taking the value of its total assets, subtracting 
any liabilities, and dividing that amount by the total number of Shares 
outstanding, rounded to the nearest cent. Expenses and fees, including 
the management fees, will be accrued daily and taken into account for 
purposes of determining NAV.
    When calculating the NAV of a Fund's Shares, expenses will be 
accrued and applied daily and U.S. exchange-traded equity securities 
will be valued at their market value when reliable market quotations 
are readily available. Exchange-traded equity securities will be valued 
at the closing price on the relevant exchange, or, if the closing price 
is not readily available, the mean of the closing bid and asked prices. 
Certain equity securities, debt securities and other assets will be 
valued differently. For instance, fixed-income investments maturing in 
60 days or less may be valued using the amortized cost method or, like 
those maturing in excess of 60 days, at the readily available market 
price, if available. Investments in securities of investment companies 
(other than ETFs) will be valued at NAV.
    Forward foreign currency contracts generally will be valued based 
on the marked-to-market value of the contract provided by pricing 
services. Pricing services, approved and monitored pursuant to a policy 
approved by the Funds' Board of Trustees (``Board''), provide market 
quotations based on both market prices and indicative bids.
    Sovereign and quasi-sovereign bonds, U.S. government securities, 
corporate debt securities, commercial paper, commercial interests, 
bankers' acceptances, bank certificates of deposit, repurchase 
agreements, fixed and floating rate securities, indexed bonds, master 
notes, zero coupon securities will be valued based on price quotations 
obtained from a third-party pricing service or from a broker-dealer who 
makes markets in such securities.
    U.S. exchange-traded stock index futures contracts and U.S. 
exchange-traded options thereon will be valued at the settlement or 
closing price determined by the applicable U.S. futures exchange.
    If a market quotation is not readily available or is deemed not to 
reflect market value, a Fund will determine the price of the security 
held by a Fund based on a determination of the security's fair value 
pursuant to policies and procedures approved by the Board. In addition, 
a Fund may use fair valuation to price securities that trade on a 
foreign exchange, if any, when a significant event has occurred after 
the foreign exchange closes but before the time at which a Fund's NAV 
is calculated. Such significant events may include, but are not limited 
to: governmental action that affects securities in one sector or 
country; natural disasters or armed conflicts affecting a country or 
region; or significant domestic or foreign market fluctuations.
Availability of Information
    The Funds' Web site (www.cambriafunds.com), which will

[[Page 38258]]

be publicly available prior to the public offering of Shares, will 
include a form of the prospectus for the Funds that may be downloaded. 
The Funds' Web site will include additional quantitative information 
updated on a daily basis, including, for the Funds (1) the prior 
business day's NAV and the market closing price or mid-point of the 
bid/ask spread at the time of calculation of such NAV (the ``Bid/Ask 
Price''),\17\ and a calculation of the premium and discount of the 
closing price or Bid/Ask Price against the NAV, and (2) data in chart 
format displaying the frequency distribution of discounts and premiums 
of the daily closing price or 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, each Fund will disclose on its Web 
site the Disclosed Portfolio as defined in NYSE Arca Equities Rule 
8.600(c)(2) that will form the basis for a Fund's calculation of NAV at 
the end of the business day.\18\
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    \17\ The Bid/Ask Price of the Funds will be determined using the 
midpoint of the highest bid and the lowest offer on the Exchange as 
of the time of calculation of a Fund's NAV. The records relating to 
Bid/Ask Prices will be retained by the Funds and their service 
providers.
    \18\ Under accounting procedures followed by the Funds, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, the Funds 
will be able to disclose at the beginning of the business day the 
portfolio that will form the basis for the NAV calculation at the 
end of the business day.
---------------------------------------------------------------------------

    On a daily basis, the Funds will disclose on the Funds' 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, such as the type of swap); the identity of the security, 
commodity, index or other asset or instrument underlying the holding, 
if any; for options, the option strike price; quantity held (as 
measured by, for example, par value, notional value or number of 
shares, contracts or units); maturity date, if any; coupon rate, if 
any; effective date, if any; market value of the holding; and the 
percentage weighting of the holding in a Fund's portfolio.
    The Web site information will be publicly available at no charge.
    In addition, a basket composition file, which includes the security 
names and share quantities required to be delivered in exchange for a 
Fund's Shares, together with estimates and actual cash components, will 
be publicly disseminated daily prior to the opening of the NYSE via 
NSCC. The basket represents one Creation Unit of a Fund.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), a Fund's Shareholder Reports, and the Trust's 
Form N-CSR and Form N-SAR, filed twice a year. The Trust's SAI and 
Shareholder Reports are available free upon request from the Trust, and 
those documents and the Form N-CSR and Form N-SAR may be viewed on-
screen or downloaded from the Commission's Web site at 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. Quotation 
and last sale information for the Shares will be available via the 
Exchange proprietary quote and trade services and via the Consolidated 
Tape Association (``CTA'') high-speed line.
    Quotation and last sale information for the equity portfolio 
holdings of a Fund that are U.S. exchange listed, including common 
stocks, preferred stocks, ETFs, ETNs, Depositary Receipts, and REITs 
will be available via the CTA high speed line. Quotation and last sale 
information for such U.S. exchange-listed securities, as well as 
futures and options on futures will be available from the exchange on 
which they are listed. Information relating to non-exchange listed 
securities of investment companies will be available from major market 
data vendors.
    Quotation information for sovereign and quasi-sovereign bonds, U.S. 
government securities, corporate debt securities, commercial paper, 
commercial interests, bankers' acceptances, bank certificates of 
deposit, repurchase agreements, fixed and floating rate securities, 
indexed bonds, master notes, zero coupon securities, and forward 
foreign currency contracts may be obtained from brokers and dealers who 
make markets in such securities or through nationally recognized 
pricing services through subscription agreements.
    In addition, the Intraday Indicative Value (``IIV''),\19\ 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 Exchange's Core Trading Session by one or more major market 
data vendors.\20\ The dissemination of the IIV, together with the 
Disclosed Portfolio, will allow investors to determine the value of the 
underlying portfolio of a Fund and provide a close estimate of that 
value throughout the trading day.
---------------------------------------------------------------------------

    \19\ The IIV is an approximate per Share value of a Fund's 
portfolio holdings, which is disseminated every fifteen seconds 
throughout the trading day by one or more market data vendors. The 
IIV will be based on the current market value of a Fund's 
``Disclosed Portfolio'' as defined in Rule 8.600(c)(2). The IIV does 
not necessarily reflect the precise composition of the current 
portfolio of securities held by a Fund at a particular point in 
time. The IIV should not be viewed as a ``real-time'' update of the 
NAV of a Fund because the approximate value may not be calculated in 
the same manner as the NAV. The quotations for certain investments 
may not be updated during U.S. trading hours if such holdings do not 
trade in the U.S., except such quotations may be updated to reflect 
currency fluctuations.
    \20\ 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. All terms relating 
to a Fund that are referred to, but not defined, in this proposed rule 
change are defined in the Registration Statement.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of the Funds.\21\ Trading in Shares of the Funds 
will be halted if the circuit breaker parameters in NYSE Arca Equities 
Rule 7.12 have been reached. Trading also may be halted because of 
market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable. 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 Funds; 
or (2) whether other unusual conditions or circumstances detrimental to 
the maintenance of a fair and orderly market are present. Trading in 
the Shares will be subject to NYSE Arca Equities Rule 8.600(d)(2)(D), 
which sets forth circumstances under which Shares of a Fund may be 
halted.
---------------------------------------------------------------------------

    \21\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

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 4:00 a.m. to 8:00 p.m. Eastern time in 
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late 
Trading Sessions). The Exchange has

[[Page 38259]]

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. The Exchange represents 
that, for initial and/or continued listing, a Fund will be in 
compliance with Rule 10A-3 \22\ under the Act, as provided by NYSE Arca 
Equities Rule 5.3. A minimum of 100,000 Shares for a Fund will be 
outstanding at the commencement of trading on the Exchange. The 
Exchange will obtain a representation from the issuer of the Shares 
that the 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.
---------------------------------------------------------------------------

    \22\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

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.\23\ 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 securities laws applicable to trading on 
the Exchange.
---------------------------------------------------------------------------

    \23\ 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.
    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares, common stocks, preferred stocks, 
Depositary Receipts, REITs, ETFs, ETNs, futures and options on futures 
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, common stocks, preferred stocks, 
Depositary Receipts, REITs, ETFs, ETNs, futures and options on futures 
from such markets and other entities. In addition, the Exchange may 
obtain information regarding trading in the Shares, common stocks, 
preferred stocks, Depositary Receipts, REITs, ETFs, ETNs, futures and 
options on futures from markets and other entities that are members of 
ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement.\24\ FINRA, on behalf of the Exchange, 
is able to access, as needed, trade information for certain fixed 
income securities held by a Fund reported to FINRA's Trade Reporting 
and Compliance Engine (``TRACE'').
---------------------------------------------------------------------------

    \24\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio for a Fund may trade on markets that are members 
of ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement.
---------------------------------------------------------------------------

    Not more than 10% of the net assets of a Fund in the aggregate 
invested in exchange-traded equity securities shall consist of equity 
securities whose principal market is not a member of the ISG or party 
to a CSSA with the Exchange.
    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 Portfolio Indicative Value will not be 
calculated or publicly disseminated; (4) how information regarding the 
Portfolio Indicative Value 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 each 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) \25\ 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.
---------------------------------------------------------------------------

    \25\ 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. The Adviser is not registered as a 
broker-dealer or affiliated with a broker-dealer. A Fund's investments 
will be consistent with its investment objective and will not be used 
to enhance leverage. FINRA, on behalf of the Exchange, will communicate 
as needed regarding trading in the Shares, common stocks, preferred 
stocks, Depositary Receipts, REITs, ETFs, ETNs, futures and options on 
futures 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, ETFs, ETNs, futures and 
options on futures from such markets and other entities. In addition, 
the Exchange may obtain information regarding trading in the Shares, 
common stocks, preferred stocks, Depositary Receipts, REITs, ETFs, 
ETNs, futures and options on futures from markets and other entities 
that are members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement. FINRA, on behalf of the 
Exchange, is able to

[[Page 38260]]

access, as needed, trade information for certain fixed income 
securities held by a Fund reported to FINRA's TRACE. All futures 
contracts and options on futures contracts in which a Fund will invest 
will be traded on a U.S. board of trade. Not more than 10% of the net 
assets of a Fund in the aggregate invested in exchange-traded equity 
securities shall consist of equity securities whose principal market is 
not a member of the ISG or party to a CSSA with the Exchange.
    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 a Fund and the Shares, 
thereby promoting market transparency. A Fund's portfolio holdings will 
be disclosed on its Web site daily after the close of trading on the 
Exchange and prior to the opening of trading on the Exchange the 
following day. Moreover, the IIV applicable to each Fund will be widely 
disseminated by one or more major market data vendors at least every 15 
seconds during the Exchange's Core Trading Session. On each business 
day, before commencement of trading in Shares in the Core Trading 
Session on the Exchange, a Fund will disclose on its Web site the 
Disclosed Portfolio that will form the basis for a Fund's calculation 
of NAV at the end of the business day. 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. The Web site for the Funds will include a 
form of the prospectus for the Funds and additional data relating to 
NAV and other applicable quantitative information. 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 a Fund will be halted if the circuit breaker parameters in 
NYSE Arca Equities Rule 7.12 have been reached or because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable, and trading in the Shares will be 
subject to NYSE Arca Equities Rule 8.600(d)(2)(D), which sets forth 
circumstances under which Shares of a Fund may be halted. The proposed 
rule change is designed to perfect the mechanism of a free and open 
market and, in general, to protect investors and the public interest in 
that it will facilitate the listing and trading of additional types of 
actively-managed exchange-traded products that will enhance competition 
among market participants, to the benefit of investors and the 
marketplace. As noted above, 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 a Fund's holdings, the IIV, the 
Disclosed Portfolio, and quotation and last sale information for the 
Shares.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of 
additional types of actively-managed exchange-traded products that will 
principally hold fixed income or equity securities and 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 up to 90 days (i) as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or (ii) as to which the self-regulatory 
organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2015-50 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2015-50. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal offices of the Exchange 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-2015-50, and should be 
submitted on or before July 23, 2015.


[[Page 38261]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
---------------------------------------------------------------------------

    \26\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-16269 Filed 7-1-15; 8:45 am]
 BILLING CODE 8011-01-P


