[Federal Register Volume 79, Number 87 (Tuesday, May 6, 2014)]
[Notices]
[Pages 25908-25919]
[FR Doc No: 2014-10358]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72064; File No. SR-NYSEArca-2014-46]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change, as Modified by Amendment No. 1, To List and
Trade Shares of Fidelity Investment Grade Bond ETF; Fidelity Limited
Term Bond ETF; and Fidelity Total Bond ETF Under NYSE Arca Equities
Rule 8.600

May 1, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on April 16, 2014, NYSE Arca, Inc. (``Exchange'' or ``NYSE
Arca'') 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 self-regulatory
organization. On April 30, 2014, the Exchange filed Amendment No. 1 to
the proposed rule change, which amended and replaced the proposed rule
change in its entirety.\3\ 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\ 17 CFR 240.19b-4.
    \3\ See infra note 7.
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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''): Fidelity
Investment Grade Bond ETF; Fidelity Limited Term Bond ETF; and Fidelity
Total 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 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
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade the shares (``Shares'') of
the following under NYSE Arca Equities Rule 8.600, which governs the
listing and trading of Managed Fund Shares: \4\ Fidelity Investment
Grade Bond ETF; Fidelity Limited Term Bond ETF; and Fidelity Total Bond
ETF (each, a ``Fund'' and collectively, the ``Funds'').\5\ The Funds
are funds of Fidelity Merrimack Street Trust (``Trust''), a
Massachusetts business trust.\6\
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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 the listing and
trading on the Exchange of other actively managed funds under Rule
8.600. See e.g., Securities Exchange Act Release Nos. 57801 (May 8,
2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-2008-31) (order
approving Exchange listing and trading of twelve actively-managed
funds of the WisdomTree Trust); 60981 (November 10, 2009), 74 FR
59594 (November 18, 2009) (SR-NYSEArca-2009-79) (order approving
Exchange listing and trading of five fixed income funds of the PIMCO
ETF Trust); 66321 (February 3, 2012) 77 FR 6850 (February 9, 2012)
(SR-NYSEArca-2011-95) (order approving Exchange listing and trading
of PIMCO Total Return ETF); 66670 (March 28, 2012) 77 FR 20087
(April 3, 2012) (SR-NYSEArca-2012-09) (order approving Exchange
listing and trading of PIMCO Global Advantage Inflation-Linked Bond
Strategy Fund).
    \6\ The Trust is registered under the 1940 Act. On April 17,
2014, 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) (``1933 Act'') and the 1940 Act relating to the
Funds (File Nos. 333-186372 and 811-22796) (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. 30513 (May 10, 2013) (``Exemptive Order'')
(File No. 812-14104).
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    Fidelity Management & Research Company (``FMR'') will be the Funds'
manager (``Manager''). Fidelity Investments Money Management, Inc.
(``FIMM'') and other investment advisers, as described below, will
serve as sub-advisers for the Funds (``Sub-Advisers''). FIMM will have
day-to-day

responsibility for choosing investments for the Fidelity Investment
Grade Bond ETF and Fidelity Limited Term Bond ETF. FMR Co., Inc.
(``FMRC'') will serve as a sub-adviser for the Fidelity Total Bond ETF.
FIMM and FMRC will each have day-to-day responsibility for choosing
certain types of investments of foreign and domestic issuers for
Fidelity Total Bond ETF. FIMM and FMRC are affiliates of FMR. Other
investment advisers, which also are affiliates of FMR, will assist FMR
with foreign investments, including Fidelity Management & Research
(U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and
Fidelity Management & Research (Japan) Inc. Fidelity Distributors
Corporation (``FDC'') will be the distributor for the Funds' Shares.\7\
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    \7\ This Amendment No. 1 to SR-NYSEArca-2014-46 replaces SR-
NYSEArca-2014-46 as originally filed and supersedes such filing in
its entirety.
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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 will 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.\8\ In addition,
Commentary .06 further requires that personnel who make decisions on an
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 Manager and
the Sub-Advisers are not broker-dealers but are affiliated with one or
more broker-dealers and have each implemented a fire wall with respect
to such broker-dealers regarding access to information concerning the
composition and/or changes to the portfolios, and will be subject to
procedures designed to prevent the use and dissemination of material
non-public information regarding the portfolios. In the event (a) the
Manager or any of the Sub-Advisers becomes a registered broker-dealer
or becomes 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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    \8\ 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 Manager and the Sub-Advisers, 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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Fidelity Investment Grade Bond ETF
    According to the Registration Statement, Fidelity Investment Grade
Bond ETF will seek a high level of current income.
    FMR will normally \9\ invest at least 80% of the Fund's assets in
investment-grade debt securities (those of medium and high
quality).\10\ The debt securities in which the Fund may invest are
corporate debt securities; \11\ U.S. Government securities; \12\
repurchase agreements and reverse repurchase agreements; \13\ money
market securities; mortgage and other asset-backed securities; \14\
loans; \15\ loan participations and loan assignments and other
evidences of indebtedness, including

letters of credit, revolving credit facilities and other standby
financing commitments; structured securities; \16\ stripped securities;
\17\ municipal securities; sovereign debt obligations; \18\ obligations
of international agencies or supranational entities; and other
securities believed to have debt-like characteristics, including hybrid
securities,\19\ which may offer characteristics similar to those of a
bond security such as stated maturity and preference over equity in
bankruptcy (collectively, ``Debt Securities'').\20\
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    \9\ The term ``normally'' as used herein includes, but is not
limited to, the absence of adverse market, economic, political or
other conditions, including extreme volatility or trading halts in
the fixed income markets or the financial markets generally;
operational issues causing dissemination of inaccurate market
information; or force majeure type events such as systems failure,
natural or man-made disaster, act of God, armed conflict, act of
terrorism, riot or labor disruption or any similar intervening
circumstance. According to the Registration Statement, however, each
Fund reserves the right to invest without limitation in investment-
grade money market or short-term debt instruments for temporary,
defensive purposes.
    \10\ According to the Registration Statement, investment-grade
debt securities include all types of debt instruments that are of
medium and high-quality. An investment-grade rating means the
security or issuer is rated investment-grade by a credit rating
agency registered as a nationally recognized statistical rating
organization with the Commission (for example, Moody's Investors
Service, Inc.), or is unrated but considered to be of equivalent
quality by the relevant Fund's Manager or Sub-Adviser.
    \11\ According to the Manager, corporate debt securities are
bonds and other debt securities issued by corporations and other
business structures.
    \12\ According to the Manager, U.S. Government securities are
high-quality securities issued or guaranteed by the U.S. Treasury or
by an agency or instrumentality of the U.S. Government. U.S.
Government securities may be backed by the full faith and credit of
the U.S. Treasury, the right to borrow from the U.S. Treasury, or
the agency or instrumentality issuing or guaranteeing the security.
Certain issuers of U.S. Government securities, including the Federal
National Mortgage Association (``Fannie Mae''), the Federal Home
Loan Mortgage Corporation (``Freddie Mac''), and the Federal Home
Loan Banks, are sponsored or chartered by Congress but their
securities are neither issued nor guaranteed by the U.S. Treasury.
U.S. Government securities include mortgage and other asset-backed
securities.
    \13\ According to the Registration Statement, a repurchase
agreement is an agreement to buy a security at one price and a
simultaneous agreement to sell it back at an agreed-upon price.
Investment-grade debt securities include repurchase agreements
collateralized by U.S. Government securities as well as repurchase
agreements collateralized by equity securities, non-investment-grade
debt, and all other instruments in which a Fund can perfect a
security interest, provided the repurchase agreement counterparty
has an investment-grade rating. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or broker-
dealer, in return for cash and agrees to repurchase that security at
an agreed-upon price and time. According to the Registration
Statement, the Funds may engage in repurchase agreement transactions
and enter into reverse repurchase agreements with parties whose
creditworthiness has been reviewed and found satisfactory by the
Manager.
    \14\ According to the Registration Statement, asset-backed
securities represent interests in pools of mortgages, loans,
receivables, or other assets. Each Fund may invest in privately
issued asset-backed securities. According to the Manager, each Fund
may invest up to 20% of its total assets in mortgage-backed
securities or in other asset-backed securities, although this 20%
limitation will not apply to U.S. Government securities. According
to the Registration Statement, the Funds may invest in mortgage
securities, which are issued by government and non-government
entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a
mortgage or pool of mortgages or a direct interest in an underlying
pool of mortgages. Some mortgage securities, such as collateralized
mortgage obligations (or ``CMOs''), make payments of both principal
and interest at a range of specified intervals; others make
semiannual interest payments at a predetermined rate and repay
principal at maturity (like a typical bond). Mortgage securities are
based on different types of mortgages, including those on commercial
real estate or residential properties. Fannie Maes and Freddie Macs
are pass-through securities issued by Fannie Mae and Freddie Mac,
respectively. Fannie Mae and Freddie Mac, which guarantee payment of
interest and repayment of principal on Fannie Maes and Freddie Macs,
respectively, are federally chartered corporations supervised by the
U.S. Government that act as governmental instrumentalities under
authority granted by Congress. Fannie Mae and Freddie Mac are
authorized to borrow from the U.S. Treasury to meet their
obligations. Fannie Maes and Freddie Macs are not backed by the full
faith and credit of the U.S. Government. According to the
Registration Statement, to earn additional income for the Funds, FMR
may use a trading strategy that involves selling (or buying)
mortgage securities and simultaneously agreeing to purchase (or
sell) mortgage securities on a later date at a set price.
    \15\ According to the Registration Statement, the Funds may
acquire loans by buying an assignment of all or a portion of the
loan from a lender or by purchasing a loan participation from a
lender or other purchaser of a participation.
    \16\ According to the Registration Statement, structured
securities (also called ``structured notes''), are derivative debt
securities, the interest rate on or principal of which is determined
by an unrelated indicator. The Funds may invest in ``indexed
securities,'' which are instruments whose prices are indexed to the
prices of other securities, securities indexes, or other financial
indicators.
    \17\ According to the Registration Statement, the Funds may
invest in stripped securities, which are the separate income or
principal components of a debt security. Stripped mortgage
securities are created when the interest and principal components of
a mortgage security are separated and sold as individual securities.
    \18\ According to the Manager, sovereign debt obligations are
issued or guaranteed by foreign governments or their agencies,
including debt of developing countries. Sovereign debt may be in the
form of conventional securities or other types of debt instruments
such as loans or loan participations.
    \19\ According to the Manager, a hybrid security generally
combines both debt and equity characteristics. A common type of
hybrid security is a convertible bond that has features of a debt
security, until a certain date or triggering event, at which point
the security may be converted into an equity security. A hybrid
security may also be a warrant, convertible security, certificate of
deposit or other evidence of indebtedness.
    \20\ According to the Manager, Debt Securities may be fixed,
variable or floating rate securities. Variable rate securities
provide for a specific periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate or the
issuer's credit quality, sometimes subject to a cap or floor on such
rate. Some variable or floating rate securities are structured with
put features that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries. In addition, Debt Securities may include
zero coupon bonds. Investments in Debt Securities may have a
leveraging effect on a Fund.
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    According to the Registration Statement, the Fund may hold
uninvested cash or may invest it in cash equivalents such as repurchase
agreements, shares of short-term bond exchange traded funds registered
under the 1940 Act (``ETFs''),\21\ mutual funds or money market funds,
including Fidelity central funds (special types of investment vehicles
created by Fidelity for use by the Fidelity funds and other advisory
clients).\22\
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    \21\ For purposes of this filing, ETFs, which will be listed on
a national securities exchange, include the following: 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).
    \22\ According to the Manager, it is currently expected that the
Funds will only invest in Fidelity central funds that are money
market funds.
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    According to the Registration Statement, FMR will use the Barclays
U.S. Aggregate Bond Index (the ``Aggregate Index'') as a guide in
structuring the Fund and selecting its investments. FMR will manage the
Fund to have similar overall interest rate risk to the Aggregate Index.
    According to the Registration Statement, FMR will consider other
factors when selecting the Fund's investments, including the credit
quality of the issuer, security-specific features, current valuation
relative to alternatives in the market, short-term trading
opportunities resulting from market inefficiencies, and potential
future valuation. In managing the Fund's exposure to various risks,
including interest rate risk, FMR will consider, among other things,
the market's overall risk characteristics, the market's current pricing
of those risks, information on the Fund's competitive universe and
internal views of potential future market conditions.
    According to the Registration Statement, FMR will allocate the
Fund's assets among different market sectors (for example, corporate,
asset-backed, or government securities) and different maturities based
on its view of the relative value of each sector or maturity.
    According to the Registration Statement, FMR may invest the Fund's
assets in Debt Securities of foreign issuers in addition to securities
of domestic issuers.\23\
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    \23\ The Fund's holdings are generally expected to be U.S.
dollar denominated.
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Fidelity Limited Term Bond ETF
    According to the Registration Statement, the Fidelity Limited Term
Bond ETF will seek to provide a high rate of income.
    FMR normally \24\ will invest at least 80% of the Fund's assets in
investment-grade Debt Securities (those of medium and high
quality).\25\
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    \24\ See, supra note 9.
    \25\ See, supra note 10.
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    According to the Registration Statement, the Fund may hold
uninvested cash or may invest it in cash equivalents such as repurchase
agreements, shares of short-term bond ETFs, mutual funds or money
market funds, including Fidelity central funds (special types of
investment vehicles created by Fidelity for use by the Fidelity funds
and other advisory clients).\26\
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    \26\ See, supra note 22.
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    According to the Registration Statement, FMR will use the Fidelity
Limited Term Composite Index (the ``Composite Index'') as a guide in
structuring the Fund and selecting its investments. FMR will manage the
Fund to have similar overall interest rate risk to the Composite Index.
    According to the Registration Statement, FMR will consider other
factors when selecting the Fund's investments, including the credit
quality of the issuer, security-specific features, current valuation
relative to alternatives in the market, short-term trading
opportunities resulting from market inefficiencies, and potential
future valuation. In managing the Fund's exposure to various risks,
including interest rate risk, FMR will consider, among other things,
the market's overall risk characteristics, the market's current pricing
of those risks, information on the Fund's competitive universe and
internal views of potential future market conditions.
    According to the Registration Statement, in addition, the Fund will
normally maintain a dollar-weighted average maturity between two and
five years. In determining a security's maturity for purposes of
calculating the Fund's average maturity, an estimate of the average
time for its principal to be paid may be used.
    According to the Registration Statement, FMR will allocate the
Fund's assets among different market sectors (for example, corporate,
asset-backed, or government securities) and different maturities based
on its view of the relative value of each sector or maturity.
    According to the Registration Statement, FMR may invest the Fund's
assets in Debt Securities of foreign issuers in addition to securities
of domestic issuers.\27\
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    \27\ See, supra note 23.
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Fidelity Total Bond ETF
    According to the Registration Statement, Fidelity Total Bond ETF
will seek a high level of current income.
    FMR normally \28\ will invest at least 80% of the Fund's assets in
Debt Securities. FMR will allocate the Fund's assets across investment-
grade, high yield, and emerging market Debt Securities. FMR may invest
up to 20% of the Fund's assets in lower-quality Debt Securities.\29\
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    \28\ See, supra note 9.
    \29\ According to the Registration Statement, lower-quality debt
securities are those of less than investment-grade quality, also
referred to as high yield debt securities. Emerging market
securities may be investment-grade or less than investment-grade
quality. See, supra note 10.

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    According to the Registration Statement, the Fund may hold
uninvested cash or may invest it in cash equivalents such as repurchase
agreements, shares of short-term bond ETFs mutual funds or money market
funds, including Fidelity central funds (special types of investment
vehicles created by Fidelity for use by the Fidelity funds and other
advisory clients).\30\
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    \30\ See, supra note 22.
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    According to the Registration Statement, FMR will use the Barclays
U.S. Universal Bond Index (the ``Universal Index'') as a guide in
structuring the Fund and selecting its investments. FMR will use the
Universal Index as a guide in allocating the Fund's assets across the
investment-grade, high yield, and emerging market asset classes. FMR
will manage the Fund to have similar overall interest rate risk to the
Universal Index.
    According to the Registration Statement, FMR will consider other
factors when selecting the Fund's investments, including the credit
quality of the issuer, security-specific features, current valuation
relative to alternatives in the market, short-term trading
opportunities resulting from market inefficiencies, and potential
future valuation. In managing the Fund's exposure to various risks,
including interest rate risk, FMR will consider, among other things,
the market's overall risk characteristics, the market's current pricing
of those risks, information on the Fund's competitive universe and
internal views of potential future market conditions.
    According to the Registration Statement, FMR may invest the Fund's
assets in Debt Securities of foreign issuers in addition to securities
of domestic issuers.\31\
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    \31\ The Fund's holdings may be U.S. dollar denominated and non-
dollar denominated.
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    According to the Registration Statement, FMR will allocate the
Fund's assets among different asset classes using the composition of
the Universal Index as a guide, and among different market sectors (for
example, corporate, asset-backed, or government securities) and
different maturities based on its view of the relative value of each
sector or maturity.
    According to the Registration Statement, in selecting foreign debt
securities, FMR's analysis will also consider the credit, currency, and
economic risks associated with the security and the country of its
issuer. FMR may also consider an issuer's potential for success in
light of its current financial condition, its industry position, and
economic and market conditions.
Other Investments
    While, as described above, FMR normally \32\ will invest at least
80% of assets of the Fidelity Investment Grade Bond ETF and Fidelity
Limited Term Bond ETF in investment-grade Debt Securities, and FMR
normally will invest at least 80% of assets of the Fidelity Total Bond
ETF in Debt Securities, FMR may invest up to 20% of a Fund's assets in
other securities and financial instruments, as summarized below.
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    \32\ See, supra note 9.
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    According to the Registration Statement, the Funds may invest in
securities of other investment companies, including, in addition to the
short-term bond ETFs described above, shares of ETFs, closed-end
investment companies (which include business development companies),
unit investment trusts, and open-end investment companies. In addition,
the Funds may invest in other exchange-traded products (``ETPs'') such
as commodity pools, or other entities that are traded on an
exchange.\33\
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    \33\ For purposes of this filing, ETPs 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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    According to the Registration Statement, the Funds may invest in
inverse ETFs (also called ``short ETFs'' or ``bear ETFs''), shares of
which are expected to increase in value as the value of the underlying
benchmark decreases.
    According to the Registration Statement, the Funds also may invest
in leveraged and inverse leveraged ETFs, which seek to deliver
multiples or inverse multiples of the performance of an index or other
benchmark they track and use derivatives in an effort to amplify the
returns of the underlying index or benchmark.
    According to the Registration Statement, the Funds may invest in
exchange traded notes (``ETNs''), which are a type of senior,
unsecured, unsubordinated debt security issued by financial
institutions that combines aspects of both bonds and ETFs.\34\ An ETN's
returns are based on the performance of a market index or other
reference asset minus fees and expenses. The Funds may invest in
leveraged ETNs.
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    \34\ ETNs are securities such as those described in NYSE Arca
Equities Rule 5.2(j)(6).
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    According to the Registration Statement, the Funds may invest in
American Depositary Receipts (``ADRs'') as well as other ``hybrid''
forms of ADRs, including European Depositary Receipts (``EDRs'') and
Global Depositary Receipts (``GDRs''), which are certificates
evidencing ownership of shares of a foreign issuer.\35\ These
certificates are issued by depository banks and generally trade on an
established market in the United States or elsewhere. The underlying
shares are held in trust by a custodian bank or similar financial
institution in the issuer's home country. The depository 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. ADRs are alternatives to directly
purchasing the underlying foreign securities in their national markets
and currencies.
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    \35\ The Funds will invest only in ADRs, EDRs and GDRs that are
traded on an exchange that is a member of the Intermarket
Surveillance Group (``ISG'') or with which the Exchange has in place
a comprehensive surveillance sharing agreement. See, infra note 63.
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    In addition to the investment-grade Debt Securities described
above, Fidelity Investment Grade Bond ETF and Fidelity Limited Term
Bond ETF may invest in lower-quality Debt Securities.\36\ FMR may
invest up to 10% of the Fidelity Investment Grade Bond ETF's assets in
lower-quality Debt Securities. Lower-quality Debt Securities include
all types of debt instruments that have poor protection with respect to
the payment of interest and repayment of principal, or may be in
default.
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    \36\ See, supra note 29. As noted above, Fidelity Total Bond ETF
may invest in Debt Securities, including lower-quality debt
securities.
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    According to the Manager, in addition to the investment grade
repurchase agreements described above, Investment Grade Bond ETF and
Limited Term Bond ETF may invest in repurchase agreements
collateralized by U.S. Government securities as well as repurchase
agreements collateralized by equity securities, non-investment-grade
debt, and all other instruments in which a Fund can perfect a security
interest, with repurchase agreement counterparties that do not have an
investment-grade rating.
    According to the Registration Statement, the Funds may invest in

preferred securities.\37\ Preferred securities may take the form of
preferred stock and represent an equity or ownership interest in an
issuer that pays dividends at a specified rate and that has precedence
over common stock in the payment of dividends. In the event an issuer
is liquidated or declares bankruptcy, the claims of owners of bonds
take precedence over the claims of those who own preferred and common
stock.
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    \37\ According to the Manager, a Fund may invest in exchange-
listed or non-exchange-listed preferred securities.
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    According to the Registration Statement, the Funds may invest in
real estate investment trusts (``REITs'').\38\ REITs issue debt
securities to fund the purchase and/or development of commercial
properties.
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    \38\ According to the Manager, each Fund may invest in exchange-
listed or non-exchange-listed REITs.
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    According to the Registration Statement, the Funds may invest in
restricted securities, which are subject to legal restrictions on their
sale. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration
under the 1933 Act, or in a registered public offering.
    As described in the Registration Statement, FMR may make
investments in derivatives,\39\ regardless of whether the Fund may own
the asset, instrument, currency, or components of the index underlying
the derivative, as well as forward-settling securities,\40\ as
applicable. The Funds' derivative investments may be on Debt
Securities, interest rates, currencies, and related indexes. Depending
on FMR's outlook and market conditions, FMR may engage, as applicable,
in these transactions to increase or decrease a Fund's exposure to
changing security prices, interest rates, credit qualities, foreign
exchange rates, or other factors that affect security values, or to
gain or reduce exposure to an asset, instrument, currency, or index.
Currency-related derivatives include foreign exchange (``FX'')
transactions such as FX forwards, non-deliverable forwards, and cross-
currency FX trades (``Currency-related Derivatives'').
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    \39\ According to the Registration Statement, derivatives are
investments whose values are tied to an underlying asset,
instrument, currency or index. The derivatives in which the Funds
may invest are futures (both long and short positions), options
(including options on futures and swaps), forwards, and swaps
(including interest rate swaps (exchanging a floating rate for a
fixed rate)), total return swaps (exchanging a floating rate for the
total return of an index, security, or other instrument or
investment) and credit default swaps (buying or selling credit
default protection). Investments in derivatives may have a
leveraging effect on a Fund. Not more than 10% of the net assets of
a Fund in the aggregate shall consist of futures contracts or
exchange-traded options contracts whose principal market is not a
member of ISG or is a market with which the Exchange does not have a
comprehensive surveillance sharing agreement.
    \40\ According to the Registration Statement, forward-settling
securities involve a commitment to purchase or sell specific
securities when issued, or at a predetermined price or yield. When a
Fund does not already own or have the right to obtain securities
equivalent in kind and amount, a commitment to sell securities is
equivalent to a short sale. Payment and delivery take place after
the customary settlement period.
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    According to the Registration Statement, the Funds may conduct
foreign currency transactions on a spot (i.e., cash) or forward basis
(i.e., by entering into forward contracts to purchase or sell foreign
currencies). Forward contracts are customized transactions that require
a specific amount of a currency to be delivered at a specific exchange
rate on a specific date or range of dates in the future. Forward
contracts are generally traded in an interbank market directly between
currency traders (usually large commercial banks) and their customers.
The parties to a forward contract may agree to offset or terminate the
contract before its maturity, or may hold the contract to maturity and
complete the contemplated currency exchange.
    According to the Registration Statement, the Funds may utilize
certain currency management strategies involving forward contracts, as
described below. The Funds may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes. Forward contracts not calling for
physical delivery of the underlying instrument will be settled through
cash payments rather than through delivery of the underlying currency.
    According to the Registration Statement, forward contracts may be
used as a ``settlement hedge'' or ``transaction hedge'' designed to
protect a Fund against an adverse change in foreign currency values
between the date a security denominated in a foreign currency is
purchased or sold and the date on which payment is made or received.
Entering into a forward contract for the purchase or sale of the amount
of foreign currency involved in an underlying security transaction for
a fixed amount of U.S. dollars ``locks in'' the U.S. dollar price of
the security. Forward contracts to purchase or sell a foreign currency
may also be used to protect a Fund in anticipation of future purchases
or sales of securities denominated in foreign currency, even if the
specific investments have not yet been selected.
    According to the Registration Statement, the Funds may also use
forward contracts to hedge against a decline in the value of existing
investments denominated in a foreign currency. The Funds also may enter
into forward contracts to shift its investment exposure from one
currency into another. This may include shifting exposure from U.S.
dollars to a foreign currency, or from one foreign currency to another
foreign currency. This type of strategy, sometimes known as a ``cross-
hedge,'' will tend to reduce or eliminate exposure to the currency that
is sold, and increase exposure to the currency that is purchased, much
as if a Fund had sold a security denominated in one currency and
purchased an equivalent security denominated in another.\41\
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    \41\ According to the Registration Statement, each Fund may
cross-hedge its U.S. dollar exposure in order to achieve a
representative weighted mix of the major currencies in its benchmark
index and/or to cover an underweight country or region exposure in
its portfolio. Cross-hedges protect against losses resulting from a
decline in the hedged currency, but will cause a Fund to assume the
risk of fluctuations in the value of the currency it purchases.
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    According to the Registration Statement, the Funds may invest in
options and futures relating to foreign currencies.\42\ Currency
futures contracts are similar to forward currency exchange contracts,
except that they are traded on exchanges (and have margin requirements)
and are standardized as to contract size and delivery date. Most
currency futures contracts call for payment or delivery in U.S.
dollars. The underlying instrument of a currency option may be a
foreign currency, which generally is purchased or delivered in exchange
for U.S. dollars, or may be a futures contract. The purchaser of a
currency call obtains the right to purchase the underlying currency,
and the purchaser of a currency put obtains the right to sell the
underlying currency.
---------------------------------------------------------------------------

    \42\ The Funds' investments in foreign currency options will be
exchange traded.
---------------------------------------------------------------------------

    According to the Registration Statement, each Fund may invest in
futures.\43\
---------------------------------------------------------------------------

    \43\ According to the Registration Statement, in purchasing a
futures contract, the buyer agrees to purchase a specified
underlying instrument at a specified future date. In selling a
futures contract, the seller agrees to sell a specified underlying
instrument at a specified date. Futures contracts are standardized,
exchange-traded contracts and the price at which the purchase and
sale will take place is fixed when the buyer and seller enter into
the contract. Some currently available futures contracts are based
on specific securities or baskets of securities, some are based on
commodities or commodities indexes (for funds that seek commodities
exposure), and some are based on indexes of securities prices
(including foreign indexes for funds that seek foreign exposure) or
rates. In addition, some currently available futures contracts are
based on Eurodollars. Positions in Eurodollar futures reflect market
expectations of forward levels of three-month London Interbank
Offered Rate (LIBOR) rates.

---------------------------------------------------------------------------

    According to the Registration Statement, the Funds may invest in
U.S. exchange-traded as well as over-the-counter (``OTC'') options.
Unlike exchange-traded options, which are standardized with respect to
the underlying instrument, expiration date, contract size, and strike
price, the terms of OTC options generally are established through
negotiation with the other party to the option contract. The OTC
options in which the Funds may invest will have various types of
underlying instruments, including currencies, specific assets or
securities, baskets of assets or securities, indexes of securities or
commodities prices, and futures contracts (including commodity futures
contracts).
    According to the Registration Statement, the Funds may also buy and
sell options on swaps (swaptions), which are generally options on
interest rate swaps. An option on a swap gives a party the right (but
not the obligation) to enter into a new swap agreement or to extend,
shorten, cancel or modify an existing contract at a specific date in
the future in exchange for a premium.
    According to the Registration Statement, the Funds may hold swap
agreements.\44\ Swap agreements can take many different forms and are
known by a variety of names, including interest rate swaps (where the
parties exchange a floating rate for a fixed rate), asset swaps (e.g.,
where parties combine the purchase or sale of a bond with an interest
rate swap), total return swaps, and credit default swaps.
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    \44\ According to the Registration Statement, swap agreements
are two-party contracts entered into primarily by institutional
investors. Cleared swaps are transacted through futures commission
merchants that are members of central clearinghouses with the
clearinghouse serving as a central counterparty similar to
transactions in futures contracts. In a standard ``swap''
transaction, two parties agree to exchange one or more payments
based, for example, on the returns (or differentials in rates of
return) earned or realized on particular predetermined investments
or instruments (such as securities, commodities, indexes, or other
financial or economic interests). A portion of each Fund's holdings
of swap agreements may consist of cleared swaps. The underlier of a
cleared swap will depend on the product being cleared. For a cleared
interest rate swap, as with previously uncleared interest rate
swaps, the underlier will be a designated interest rate indicator.
According to the Registration Statement, to limit the counterparty
risk involved in swap agreements, a Fund will enter into swap
agreements only with counterparties that meet certain standards of
creditworthiness.
---------------------------------------------------------------------------

    According to the Registration Statement, a total return swap is a
contract whereby one party agrees to make a series of payments to
another party based on the change in the market value of the assets
underlying such contract (which can include a security or other
instrument, commodity, index or baskets thereof) during the specified
period. In exchange, the other party to the contract agrees to make a
series of payments calculated by reference to an interest rate and/or
some other agreed-upon amount (including the change in market value of
other underlying assets). A Fund may use total return swaps to gain
exposure to an asset without owning it or taking physical custody of
it.
    According to the Registration Statement, in a credit default swap,
the credit default protection buyer makes periodic payments, known as
premiums, to the credit default protection seller. In return the credit
default protection seller will make a payment to the credit default
protection buyer upon the occurrence of a specified credit event. A
credit default swap can refer to a single issuer or asset, a basket of
issuers or assets or index of assets, each known as the reference
entity or underlying asset.
    According to the Registration Statement, the Funds may engage in
transactions with financial institutions that are, or may be considered
to be, ``affiliated persons'' of the Funds under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Commission, each Fund's Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
Limitations on Investments
    Each Fund may hold up to an aggregate amount of 15% of its net
assets in illiquid assets (calculated at the time of investment),
including Rule 144A securities deemed illiquid by the Manager or Sub-
Advisers.\45\ 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 the Fund's net assets are held in illiquid assets. Illiquid
assets include assets subject to contractual or other restrictions on
resale and other instruments that lack readily available markets as
determined in accordance with Commission staff guidance.\46\
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    \45\ According to the Manager, each Fund does not currently
intend to purchase any asset if, as a result, more than 10% of its
net assets would be invested in assets that are deemed to be
illiquid because they are subject to legal or contractual
restrictions on resale or because they cannot be sold or disposed of
in the ordinary course of business at approximately the prices at
which they are valued. For purposes of a Fund's illiquid assets
limitation discussed above, if through a change in values, net
assets, or other circumstances, the Fund were in a position where
more than 10% of its net assets were invested in illiquid assets, it
would consider appropriate steps to protect liquidity. According to
the Registration Statement, various factors may be considered in
determining the liquidity of the Fund's investments, including: (1)
The frequency of trades and quotes for the asset; (2) the number of
dealers wishing to purchase or sell the asset and the number of
other potential purchasers; (3) dealer undertakings to make a market
in the asset; and (4) the nature of the asset and the nature of the
marketplace in which it trades (including any demand, put or tender
features, the mechanics and other requirements for transfer, any
letters of credit or other credit enhancement features, any ratings,
the number of holders, the method of soliciting offers, the time
required to dispose of the security, and the ability to assign or
offset the rights and obligations of the asset).
    \46\ 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 of 1933).
---------------------------------------------------------------------------

    According to the Registration Statement, each Fund may not with
respect to 75% of the Fund's total assets, purchase the securities of
any issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities, or securities
of other investment companies) if, as a result, (a) more than 5% of the
Fund's total assets would be invested in the securities of that issuer,
or (b) the Fund would hold more than 10% of the outstanding voting
securities of that issuer.\47\
---------------------------------------------------------------------------

    \47\ The diversification standard is set forth in Section
5(b)(1) of the 1940 Act.
---------------------------------------------------------------------------

    According to the Registration Statement, each Fund may not purchase
the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies

or instrumentalities) if, as a result, more than 25% of the Fund's
total assets would be invested in the securities of companies whose
principal business activities are in the same industry.\48\
---------------------------------------------------------------------------

    \48\ See Form N-1A, Item 9. The Commission has taken the
position that a fund is concentrated if it invests more than 25% of
the value of its total assets in any one industry. See, e.g.,
Investment Company Act Release No. 9011 (October 30, 1975), 40 FR
54241 (November 21, 1975). According to the Registration Statement,
for purposes of each Fund's concentration limitation discussed
above, with respect to any investment in repurchase agreements
collateralized by U.S. Government securities, FMR will look through
to the U.S. Government securities. For purposes of each Fund's
concentration limitation discussed above, FMR may analyze the
characteristics of a particular issuer and security and assign an
industry or sector classification consistent with those
characteristics in the event that the third-party classification
provider used by FMR does not assign a classification.
---------------------------------------------------------------------------

    According to the Registration Statement, the Trust, on behalf of
the Funds, has filed with the National Futures Association a notice
claiming an exclusion from the definition of the term ``commodity pool
operator'' (``CPO'') under the Commodity Exchange Act, as amended, and
the rules of the Commodity Futures Trading Commission (``CFTC'')
promulgated thereunder, with respect to the Funds' operation.
Accordingly, neither the Funds nor their Manager is subject to
registration or regulation as a commodity pool or a CPO. However, the
CFTC has adopted certain rule amendments that significantly affect the
continued availability of this exclusion, and may subject advisers to
funds to regulation by the CFTC. Neither the Manager nor any of the
Sub-Advisers currently expects to register as a CPO of the Funds.
However, there is no certainty that a fund or its adviser will be able
to rely on an exclusion in the future as the fund's investments change
over time. A fund may determine not to use investment strategies that
trigger additional CFTC regulation or may determine to operate subject
to CFTC regulation, if applicable. If the Fund or FMR operates subject
to CFTC regulation, it may incur additional expenses.
    Any foreign equity securities in which a Fund may invest will be
limited to securities that trade in markets that are members of ISG,
which includes all U.S. national securities exchanges and certain
foreign exchanges, or are parties to a comprehensive surveillance
sharing agreement with the Exchange.\49\
---------------------------------------------------------------------------

    \49\ See, infra ``Surveillance''.
---------------------------------------------------------------------------

    According to the Registration Statement, each Fund intends to
qualify annually and to elect to be treated as a regulated investment
company (``RIC'') under the Internal Revenue Code.\50\
---------------------------------------------------------------------------

    \50\ 26 U.S.C. 851.
---------------------------------------------------------------------------

Net Asset Value
    According to the Registration Statement, each Fund's net asset
value (``NAV'') will be the value of a single Share. The NAV of a Fund
will be computed by adding the value of the Fund's investments, cash,
and other assets, subtracting its liabilities, and dividing the result
by the number of Shares outstanding.
    The value of a Fund's Shares bought and sold in the secondary
market will be driven by market price. The price of these Shares, like
the price of all traded securities, will be subject to factors such as
supply and demand, as well as the current value of the portfolio
securities held by the Fund. Secondary market Shares, available for
purchase or sale on an intraday basis, do not have a fixed relationship
either to the previous day's NAV or to the current day's NAV. Prices in
the secondary market, therefore, may be below, at, or above the most
recently calculated NAV of such Shares.
    According to the Registration Statement, the Board of Trustees has
delegated day-to-day valuation oversight responsibilities to FMR. FMR
has established the FMR Fair Value Committee (``FMR Committee'') to
fulfill these oversight responsibilities.
    Generally, portfolio securities and assets held by a Fund will be
valued as follows:
    In computing each Fund's NAV, such Fund's Debt Securities
(including defaulted debt \51\ but excluding exchange-traded
convertible securities); restricted securities; OTC-traded REITs; OTC-
traded preferred securities; and forward-settling securities
(collectively, ``OTC-Traded Securities'') will be valued based on price
quotations obtained from a broker-dealer who makes markets in such
securities or other equivalent indications of value provided by a
third-party pricing service. Any such third-party pricing service may
use a variety of methodologies to value some or all of such securities
to determine the market price. For example, the prices of securities
with characteristics similar to those held by a Fund may be used to
assist with the pricing process. In addition, the pricing service may
use proprietary pricing models. A Fund's OTC-Traded Securities will
generally be valued at bid prices. In certain cases, some of a Fund's
OTC-Traded Securities may be valued at the mean between the last
available bid and ask prices.\52\
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    \51\ According to the Manager, when a bond defaults and goes
into bankruptcy, a market often continues to exist for the bond
(normally at a steep discount to its face value). Buyers typically
value the defaulted bond based on expected restructuring outcomes or
liquidation distributions. Market quotations provided by broker-
dealers or pricing services reflect these market indicators.
    \52\ For example, foreign bonds for which a current bid price
was not available would be valued at the mean between the last
available bid and ask prices.
---------------------------------------------------------------------------

    Debt securities with remaining maturities of sixty days or less for
which market quotations and information furnished by a pricing service
are not readily available will be valued at amortized cost, which
approximates current value.
    Exchange traded equity securities, including ETFs, ETPs, ETNs,
ADRs, EDRs, and GDRs, as well as exchange-traded REITs, exchange-traded
preferred securities, and exchange-traded convertible 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.
    Investment company securities (other than ETFs), including money
market funds, central funds, closed end investment companies, unit
investment trusts and open-end investment companies will be valued at
NAV.
    Futures contracts will be valued at the settlement or closing price
determined by the applicable exchange. Exchange-traded option
contracts, including options on futures and swaps, will be valued at
their most recent sale price. If no such sales are reported, these
contracts will be valued at their most recent bid price. In certain
cases, some of a Fund's exchange-traded derivative securities may be
valued at the mean between the last available bid and ask prices.
    OTC-traded derivative instruments, including OTC-traded options,
swaps, forwards and Currency-related Derivatives, will normally be
valued on the basis of quotes obtained from a third party broker-dealer
who makes markets in such instruments or on the basis of quotes
obtained from an independent third-party pricing service. A Fund's OTC-
traded derivative instruments will generally be valued at bid prices.
Certain OTC-traded derivative instruments, such as interest rate swaps
and credit default swaps, will be valued at the mean price.
    Prices described above will be obtained from pricing services that
have been approved by the Board of Trustees. A number of independent
third party pricing services are available and the Funds may use more
than one of these services. A Fund may also discontinue

the use of any pricing service at any time. FMR will engage in
oversight activities with respect to the Funds' pricing services, which
include, among other things, testing the prices provided by pricing
services prior to calculation of the Funds' NAV, conducting periodic
due diligence meetings, and periodically reviewing the methodologies
and inputs used by these services.
    Foreign securities and instruments will be valued in their local
currency following the methodologies described above. Foreign
securities, instruments and currencies will be translated to U.S.
dollars, based on foreign currency exchange rate quotations supplied by
a pricing service as of the close of the New York Stock Exchange
(``NYSE''), which will use a proprietary model to determine the
exchange rate.
    Forward foreign currency exchange contracts will be valued at an
interpolated rate based on days to maturity between the closest
preceding and subsequent settlement period. Such interpolated rates are
derived from foreign currency exchange rate quotations reported by an
independent third-party pricing service.
    Other portfolio securities and assets for which market quotations,
official closing prices, or information furnished by a pricing service
are not readily available or, in the opinion of the FMR Committee, are
deemed unreliable will be fair valued in good faith by the FMR
Committee in accordance with applicable fair value pricing policies.
For example, if, in the opinion of the FMR Committee, a security's
value has been materially affected by events occurring before a Fund's
pricing time but after the close of the exchange or market on which the
security is principally traded, that security will be fair valued in
good faith by the FMR Committee in accordance with applicable fair
value pricing policies. In fair valuing a security, the FMR Committee
may consider factors including price movements in futures contracts and
ADRs, market and trading trends, the bid/ask quotes of brokers, and
off-exchange institutional trading.
Creation and Redemption of Shares
    According to the Registration Statement, each Fund will issue and
redeem Shares on a continuous basis at NAV per Share in aggregations of
a specified number of Shares called ``Creation Units.'' Creation Units
generally will be issued in exchange for portfolio securities and/or
cash. Shares will trade in the secondary market at market prices that
may differ from the Shares' NAV. Shares will not be individually
redeemable, but will be redeemable only in Creation Unit aggregations,
and in exchange for portfolio securities and/or cash. A Creation Unit
of a Fund initially will consist of a block of 50,000 Shares. The size
of a Creation Unit is subject to change. Shareholders who are not
``Authorized Participants'' (as defined below) will not be able to
purchase or redeem Shares directly with or from a Fund.
    Purchases and redemptions of Creation Units may be made in whole or
in part on a cash basis, rather than in-kind, under the circumstances
set forth in the Exemptive Order.\53\
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    \53\ For example, Authorized Participants will be permitted to
deposit or receive (as applicable) cash in lieu of some or all of
the Deposit Securities or Fund Securities, respectively, if such
securities are not eligible for transfer through either the NSCC or
DTC process.
---------------------------------------------------------------------------

    The Trust will issue and redeem Shares of the Funds only in
Creation Units on a continuous basis through FDC, without a sales load,
at its NAV next determined after receipt, on any business day, of an
order in proper form. To be eligible to place orders to purchase or
redeem a Creation Unit of a Fund an entity must be an Authorized
Participant which is either (i) a ``Participating Party,'' i.e.,
broker-dealer or other participant in the clearing process through the
Continuous Net Settlement System of the National Securities Clearing
Corporation (``NSCC''), a clearing agency that is registered with the
Commission (the ``Clearing Process''); or (ii) a Depository Trust
Company (``DTC'') participant, and, in each case, must have executed an
agreement with FDC with respect to creations and redemptions of
Creation Units (``Participant Agreement''). All Shares of the Funds,
however created, will be entered on the records of DTC in the name of
Cede & Co. for the account of a DTC participant.
    The consideration for purchase of a Creation Unit generally will
consist of an in-kind deposit of a designated portfolio of securities
(``Deposit Securities'') together with a deposit of a specified cash
payment (``Cash Component'') computed as described herein.
Alternatively, a Fund may issue and redeem Creation Units in exchange
for a specified all-cash payment (``Cash Deposit''). Together, the
Deposit Securities and the Cash Component or, alternatively, the Cash
Deposit, will constitute the ``Portfolio Deposit,'' which represents
the minimum initial and subsequent investment amount for a Creation
Unit. In the event a Fund requires Deposit Securities and a Cash
Component in consideration for purchasing a Creation Unit, the function
of the Cash Component is to compensate for any differences between the
NAV per Creation Unit and the Deposit Amount (as defined below). The
Cash Component would be an amount equal to the difference between the
NAV of the Shares (per Creation Unit) and the ``Deposit Amount,'' which
is an amount equal to the market value of the Deposit Securities. A
fixed transaction fee is applicable to each purchase of Creation Units,
and an additional variable transaction fee may apply under certain
circumstances.\54\
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    \54\ An additional variable transaction charge will be imposed
for purchases effected outside the Clearing Process, which would
include purchases of Creation Units for cash and in-kind purchases
where the investor is allowed to substitute cash in lieu of
depositing a portion of the Deposit Securities.
---------------------------------------------------------------------------

    Each Fund will make available through the NSCC on each business
day, prior to the opening of trading on the NYSE (currently 9:30 a.m.
Eastern time), the list of the names and the required number of shares
of each Deposit Security and the amount of the Cash Component (or Cash
Deposit) to be included in the current Portfolio Deposit (based on
information at the end of the previous business day) for the Fund. Such
Portfolio Deposit will be applicable, subject to any adjustments as
described below, in order to effect purchases of Creation Units until
such time as the next-announced Portfolio Deposit composition is made
available.
    Shares may be redeemed only in Creation Units at their NAV next
determined after receipt of a redemption request in proper form by the
relevant Fund through the transfer agent and only on a business day
through an Authorized Participant that has entered into a Participant
Agreement. FMR, through NSCC, will make available immediately prior to
the opening of trading on NYSE (currently 9:30 a.m. Eastern time) on
each business day, the identity of the basket of securities (``Fund
Securities'') that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form (as defined
below) on that day.
    All orders to purchase Creation Units of a Fund must be received by
FDC or its agent no later than the closing time of regular trading
hours on the NYSE (ordinarily 4:00 p.m. Eastern time), or one hour
prior to the closing time (ordinarily 3:00 p.m. Eastern time) in the
case of nonconforming orders,\55\ 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
applicable Fund as next determined on such date after receipt of the
order in proper form.
---------------------------------------------------------------------------

    \55\ A nonconforming order may be placed by an Authorized
Participant in the event that a Fund permits the substitution of an
amount of cash to be added to the Cash Component to replace any
Deposit Security. The Funds reserve the right to permit the
substitution of an amount of cash (i.e., a cash in lieu amount) to
replace any Deposit Security which may, among other reasons, not be
available in sufficient quantity for delivery, not be eligible for
transfer through the systems of DTC, the Federal Reserve System or
the clearing process, not be permitted to be re-registered in the
name of the Trust as a result of an in-kind purchase order pursuant
to local law or market convention, restricted under the securities
laws or which may not be eligible for trading by an Authorized
Participant or the investor for which it is acting.
---------------------------------------------------------------------------

    The redemption proceeds for a Creation Unit generally will consist
of an in-kind transfer of Fund Securities--as announced by a Fund 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 the
request in proper form, and the value of the Fund Securities (``Cash
Redemption Amount''), less a redemption transaction fee and any
applicable variable fee. In the event that the Fund Securities have a
value greater than the NAV of the Shares being redeemed, a compensating
cash payment to the relevant Fund equal to the differential plus the
applicable redemption transaction fee will be required to be made by or
through an Authorized Participant by the redeeming shareholder.
Notwithstanding the foregoing, the Funds will substitute a cash-in-lieu
amount to replace any Fund Security that is a non-deliverable
instrument. Non-deliverable instruments will be part of the Cash
Component.
    An order to redeem Creation Units will be deemed received by a Fund
on the transmittal date if such order is received in proper form by the
transfer agent not later than 4:00 p.m. Eastern time (or one hour prior
to the closing time (ordinarily 3:00 p.m. Eastern time) for
nonconforming orders) on such transmittal date and other applicable
requirements are met.
    The right of redemption may be suspended or the date of payment
postponed with respect to a Fund (i) for any period during which the
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 the relevant
Fund's NAV is not reasonably practicable; or (iv) in such other
circumstances as is permitted by the Commission.
Availability of Information
    The Trust's Web site (www.fidelity.com), which will be publicly
available, will include a form of the prospectus for each of the Funds
that may be downloaded. The Trust's Web site will include additional
quantitative information updated on a daily basis, including, on a per
Share basis for each Fund, the prior business day's NAV and the market
closing price or, if that is unavailable, the mid-point of the bid/ask
spread at the time of calculation of such NAV (the ``Bid/Ask
Price''),\56\ and a calculation of the premium or discount of the
market closing price or, if that is unavailable, the Bid/Ask Price
against the NAV. On each business day, before commencement of trading
in Shares in the ``Core Trading Session'' (9:30 a.m. Eastern time to
4:00 p.m. Eastern time) on the Exchange, each Fund will disclose on the
Trust's Web site the Disclosed Portfolio as defined in NYSE Arca
Equities Rule 8.600(c)(2) that will form the basis for that Fund's
calculation of NAV at the end of the business day.\57\
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    \56\ The Bid/Ask Price of each 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 each Fund or
its service providers.
    \57\ 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, each Fund
will be able to disclose at the beginning of the business day the
portfolio that will form the basis for the NAV calculation at the
end of the business day.
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    On a daily basis, each Fund will disclose for each portfolio
security and other financial instrument of the Fund the following
information: ticker symbol (if applicable), name of security or
financial instrument, number of shares (if applicable) and dollar value
of each of the securities and financial instruments held in the
portfolio, and percentage weighting of the security and financial
instrument in the portfolio. The Web site information will be publicly
available at no charge.
    Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), each Fund's Shareholder Reports, and its 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. Information
regarding the previous day's closing price and trading volume
information for the Shares will be published daily in the financial
section of newspapers.
    Quotation and last sale information for the Shares and underlying
securities that are U.S. exchange listed, including ETFs, ETPs, ETNs,
ADRs, EDRs, GDRs, exchange-traded REITs, exchange-traded preferred
securities and exchange-traded convertible securities, will be
available via the Consolidated Tape Association (``CTA'') high-speed
line. Quotation and last sale information for such U.S. exchange-listed
securities as well as futures will be available from the exchange on
which they are listed. Quotation and last sale information for
exchange-listed options will be available via the Options Price
Reporting Authority.
    Quotation information for OTC-Traded Securities, OTC-traded
derivative securities (such as options, swaps, forwards and Currency-
related Derivatives), and investment company securities (excluding
ETFs), may be obtained from brokers and dealers who make markets in
such securities or through nationally recognized pricing services
through subscription agreements. The U.S. dollar value of foreign
securities, instruments and currencies can be derived by using foreign
currency exchange rate quotations obtained from nationally recognized
pricing services.
    In addition, the Portfolio Indicative Value, as defined in NYSE
Arca Equities Rule 8.600(c)(3), will be widely disseminated by one or
more major market data vendors at least every 15 seconds during the
Core Trading Session.\58\ The dissemination of the Portfolio Indicative
Value, together with the Disclosed Portfolio, will allow investors to
determine the approximate value of the underlying portfolio of each
Fund on a daily basis and will provide a close estimate of that value
throughout the trading day.
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    \58\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available
Portfolio Indicative Values taken from the CTA or other data feeds.
---------------------------------------------------------------------------

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 a Fund.\59\ Trading in Shares of a Fund

will be halted if the circuit breaker parameters in NYSE Arca Equities
Rule 7.12 have been reached. Trading also may be halted because of
market conditions or for reasons that, in the view of the Exchange,
make trading in the Shares inadvisable. These may include: (1) The
extent to which trading is not occurring in the securities and/or the
financial instruments comprising the Disclosed Portfolio of the
relevant Fund; or (2) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present. Trading in the Shares will be subject to NYSE Arca Equities
Rule 8.600(d)(2)(D), which sets forth circumstances under which Shares
of a Fund may be halted.
---------------------------------------------------------------------------

    \59\ See NYSE Arca Equities Rule 7.12.
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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 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, each Fund will be in
compliance with Rule 10A-3 \60\ under the Act, as provided by NYSE Arca
Equities Rule 5.3. A minimum of 100,000 Shares of each Fund will be
outstanding at the commencement of trading on the Exchange. The
Exchange will obtain a representation from the issuer of the Shares
that the NAV per Share of each Fund will be calculated daily and that
the NAV and the Disclosed Portfolio \61\ of each Fund will be made
available to all market participants at the same time.
---------------------------------------------------------------------------

    \60\ 17 CFR 240.10A-3.
    \61\ The term ``Disclosed Portfolio'' is defined in NYSE Arca
Equities Rule 8.600(c)(2).
---------------------------------------------------------------------------

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.\62\ 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.
---------------------------------------------------------------------------

    \62\ 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 and underlying exchange-traded options,
futures, exchange-traded equity securities (including ADRs, EDRs, and
GDRs), and other exchange-traded instruments 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 and underlying exchange-traded options, futures, exchange-traded
equity securities (including ADRs, EDRs, and GDRs), and other exchange-
traded instruments from such markets and other entities. In addition,
the Exchange may obtain information regarding trading in the Shares and
underlying exchange-traded options, futures, exchange traded-equity
securities (including ADRs, EDRs, and GDRs), and other exchange-traded
instruments from markets and other entities that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.\63\ In addition, FINRA, on behalf of the Exchange,
is able to access, as needed, trade information for certain fixed
income securities held by the Funds reported to FINRA's Trade Reporting
and Compliance Engine (``TRACE'').
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    \63\ 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 the Funds 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
shall consist of futures contracts or exchange-traded options contracts
whose principal market is not a member of ISG or is a market with which
the Exchange does not have a comprehensive surveillance sharing
agreement.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
Equity Trading Permit 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 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 Funds are 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) \64\ 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.
---------------------------------------------------------------------------

    \64\ 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
federal securities laws applicable to trading on the Exchange. FINRA,
on behalf of the Exchange, will communicate as needed regarding trading
in the Shares and underlying exchange-traded options, futures,
exchange-traded equity securities (including ADRs, EDRs, and GDRs), and
other exchange-traded instruments 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 and
underlying exchange-traded options, futures, exchange-traded equity
securities (including ADRs, EDRs, and GDRs), and other exchange-traded
instruments from such markets and other entities. In addition, the
Exchange may obtain information regarding trading in the Shares and
underlying exchange-traded options, futures, equity securities
(including ADRs, EDRs, and GDRs), and other exchange-traded instruments
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 Funds reported to TRACE. The Manager and the
Sub-Advisers are not broker-dealers but are affiliated with one or more
broker-dealers and have each implemented a fire wall with respect to
such broker-dealers regarding access to information concerning the
composition and/or changes to the portfolios, and will be subject to
procedures designed to prevent the use and dissemination of material
non-public information regarding the portfolios. Each Fund may hold up
to an aggregate amount of 15% of its net assets in illiquid assets
(calculated at the time of investment), including Rule 144A securities
deemed illiquid by the Manager or Sub-Advisers.\65\ Any foreign equity
securities in which a Fund may invest will be limited to securities
that trade in markets that are members of ISG or are parties to a
comprehensive surveillance sharing agreement with the Exchange. The
Funds will invest only in ADRs, EDRs and GDRs that are traded on an
exchange that is a member 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 shall consist of futures
contracts or exchange-traded options contracts whose principal market
is not a member of ISG or is a market with which the Exchange does not
have a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \65\ See, supra notes 45 and 46, and accompanying text.
---------------------------------------------------------------------------

    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 Funds and the Shares,
thereby promoting market transparency. Quotation and last sale
information for the Shares and underlying securities that are U.S.
exchange listed, including ETFs, ETPs, ETNs, ADRs, EDRs, GDRs,
exchange-traded REITs, exchange-traded preferred securities, and
exchange-traded convertible securities, 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 will be available from
the exchange on which they are listed. Quotation and last sale
information for exchange-listed options will be available via the
Options Price Reporting Authority. Quotation information from brokers
and dealers or pricing services will be available for Debt Securities;
restricted securities; OTC-traded REITs; OTC-traded preferred
securities; OTC-traded derivative securities, including options, swaps,
and Currency-related Derivatives; forwards; and investment company
securities (other than ETFs). Moreover, the Portfolio Indicative Value
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, each Fund will disclose on the Trust's
Web site the Disclosed Portfolio that will form the basis for the
Fund's calculation of NAV at the end of the business day. The Trust's
Web site 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 Exchange Traded [sic] 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. In addition, as noted above,
investors will have ready access to information regarding each Fund's
holdings, the Portfolio Indicative Value, the Disclosed Portfolio, and
quotation and last sale information for the Shares.
    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
additional types of actively-managed exchange-traded 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 each Fund's holdings,
the Portfolio Indicative Value, 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 actively-managed exchange-traded products that will enhance
competition among market participants, to the benefit of investors and
the marketplace.

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

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

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date 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<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2014-46 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
    All submissions should refer to File Number SR-NYSEArca-2014-46.
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 the filing also will be
available for inspection and copying at the principal office of the
Exchange. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
NYSEArca-2014-46 and should be submitted on or before May 27, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\66\
---------------------------------------------------------------------------

    \66\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-10358 Filed 5-5-14; 8:45 am]
BILLING CODE 8011-01-P


Subject:	Teleconference with Portland Cement Association to Discuss THC Emissions Data Gathering

Location:	U.S. Environmental Protection Agency, Research Triangle Park, NC

Date: 		September 21, 2009

Participants:

Portland Cement Association (PCA)

Andy O’Hare, PCA

Hector Ybanez, Holcim

Curtis Leslie, Ash Grove

Mike Pelan, Lafarge

Tom Rader, Buzzi

Tim Matz, Lehigh

Jay Grady, Cal Portland Cement

Nancy Garnett, TXI

John Holmes (consultant to PCA)

	U.S. Environmental Protection Agency (EPA)

Keith Barnett

Peter Tsirigotis

The purpose of this call was to continue discussion between the EPA and the PCA on the THC data gathering effort test plan dated September 15, 2009.   The THC test plan design dated September 15, 2009, has been docketed separately.

September 21, 2009