[Federal Register Volume 77, Number 167 (Tuesday, August 28, 2012)]
[Notices]
[Pages 52083-52089]
[FR Doc No: 2012-21173]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67715; File No. SR-NYSEArca-2012-88]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To List and Trade Shares of the RiverFront
Strategic Income Fund Under NYSE Arca Equities Rule 8.600

August 22, 2012.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Exchange Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is
hereby given that, on August 10, 2012, NYSE Arca, Inc. (the
``Exchange'' or ``NYSE Arca'') filed with the Securities and Exchange
Commission (the ``Commission'') the

proposed rule change as described in Items I, II, and III below, which
Items have been prepared by the self-regulatory organization. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to list and trade the following under NYSE
Arca Equities Rule 8.600 (``Managed Fund Shares''): RiverFront
Strategic Income Fund. The text of the proposed rule change is
available on the Exchange's Web site at www.nyse.com, at the principal
office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the
RiverFront Strategic Income Fund (the ``Fund'') under NYSE Arca
Equities Rule 8.600, which governs the listing and trading of Managed
Fund Shares \4\ on the Exchange.\5\ The Fund is a series of the ALPS
ETF Trust (``Trust''), a statutory trust organized under the laws of
the State of Delaware and registered with the Commission as an open-end
management investment company.\6\ The Fund will be managed by
WisdomTree Asset Management, Inc. (``WisdomTree'' or the ``Adviser'').
RiverFront Investment Group, LLC (``RiverFront'') is the investment
sub-adviser for the Fund (the ``Sub-Adviser'').
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    \4\ A Managed Fund Share is a security that represents an
interest in an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an
open-end investment company or similar entity that invests in a
portfolio of securities selected by its investment adviser
consistent with its investment objectives and policies. In contrast,
an open-end investment company that issues Investment Company Units,
listed and traded on the Exchange under NYSE Arca Equities Rule
5.2(j)(3), seeks to provide investment results that correspond
generally to the price and yield performance of a specific foreign
or domestic stock index, fixed income securities index or
combination thereof.
    \5\ The Commission has previously approved listing and trading
on the Exchange of 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); 66321 (February 3, 2012), 77 FR 6850 (February 9,
2012) (SR-NYSEArca-2011-95) (order approving listing and trading of
PIMCO Total Return Exchange Traded Fund); 66670 (March 28, 2012), 77
FR 20087 (April 3, 2012) (SR-NYSEArca-2012-09) (order approving
listing and trading of PIMCO Global Advantage Inflation-Linked Bond
Strategy Fund).
    \6\ The Trust is registered under the 1940 Act. On February 23,
2012, the Trust filed with the Commission an amendment to its
registration statement on Form N-1A under the Securities Act of 1933
(15 U.S.C. 77a) (``Securities Act'') and the 1940 Act relating to
the Fund (File Nos. 333-148826 and 811-22175) (the ``Registration
Statement''). The description of the operation of the Trust and the
Fund herein is based, in part, on the Registration Statement. In
addition, the Commission has issued an order granting certain
exemptive relief to the Adviser under the 1940 Act. See Investment
Company Act Release No. 28471 (October 27, 2008) (File No. 812-
13458) (``Exemptive Order''). The Fund will be offered in reliance
upon the Exemptive Order issued to the Adviser.
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    Commentary .06 to Rule 8.600 provides that, if the investment
adviser to the investment company issuing Managed Fund Shares is
affiliated with a broker-dealer, such investment adviser shall erect a
``fire wall'' between the investment adviser and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such investment company portfolio.\7\ In addition,
Commentary .06 further requires that personnel who make decisions on
the open-end fund's portfolio composition must be subject to procedures
designed to prevent the use and dissemination of material nonpublic
information regarding the open-end fund's portfolio. WisdomTree is not
affiliated with any broker-dealer. RiverFront is affiliated with a
broker-dealer, Robert W. Baird & Co. Incorporated, and has implemented
and will maintain a fire wall with respect to such broker-dealer
regarding access to information concerning the composition and/or
changes to a portfolio. In the event (a) the Adviser or Sub-Adviser
becomes newly affiliated with a broker-dealer, or (b) any new adviser
or sub-adviser becomes affiliated with a broker-dealer, it will
implement a fire wall with respect to such broker-dealer regarding
access to information concerning the composition and/or changes to the
portfolio, and will be subject to procedures designed to prevent the
use and dissemination of material non-public information regarding such
portfolio.
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    \7\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (the ``Advisers
Act''). As a result, the investment adviser is 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. The Exchange
represents that the Investment Adviser and Sub-Adviser, and their
respective related personnel, are subject to Investment Advisers Act
Rule 204A-1. 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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RiverFront Strategic Income Fund
    According to the Registration Statement, the investment objective
of the Fund is to seek total return with an emphasis on income as the
source of that total return.
    The Fund seeks to achieve its investment objective by investing in
a global portfolio of fixed income securities of various maturities,
ratings and currency denominations. The Fund intends to utilize various
investment strategies in a broad array of fixed income sectors. The
Fund will allocate its investments based upon the analysis of the Sub-
Adviser of the pertinent economic and market conditions, as well as
yield, maturity and currency considerations.
    The Fund may purchase fixed income securities issued by U.S. or
foreign corporations \8\ or financial institutions, including debt
securities of all types and maturities, convertible securities and
preferred stocks. The Fund also may purchase securities issued or
guaranteed by the U.S. Government or foreign governments (including
foreign states, provinces and municipalities) or

their agencies and instrumentalities or issued or guaranteed by
international organizations designated or supported by multiple
government entities to promote economic reconstruction or development.
The average maturity or duration of the Fund's portfolio of fixed
income securities will vary based on the Sub-Adviser's assessment of
economic and market conditions.
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    \8\ The Fund will invest only in securities that the Adviser or
Sub-Adviser deems to be sufficiently liquid. While foreign corporate
debt generally must have $200 million or more par amount outstanding
and significant par value traded to be considered as an eligible
investment, at least 80% of issues of foreign corporate debt held by
the Fund will have $200 million or more par amount outstanding.
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    The Fund may invest in mortgage-backed securities (``MBS'') issued
or guaranteed by federal agencies and/or U.S. government sponsored
instrumentalities, such as the Government National Mortgage
Administration (``Ginnie Mae''), the Federal Housing Administration
(``FHA''), the Federal National Mortgage Association (``Fannie Mae'')
and the Federal Home Loan Mortgage Corporation (``Freddie Mac'').\9\
The MBS in which the Fund may invest will be either pass-through
securities or collateralized mortgage obligations (``CMOs'').\10\ The
Fund may purchase or sell securities on a when issued, delayed delivery
or forward commitment basis. The Fund may also invest in other fixed
income investment companies, including exchange-traded funds (``ETFs'')
\11\ and/or closed-end funds.
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    \9\ A third-party pricing service will be used to value some or
all of the Fund's MBS.
    \10\ Pass-through securities represent a right to receive
principal and interest payments collected on a pool of mortgages,
which are passed through to security holders. CMOs are created by
dividing the principal and interest payments collected on a pool of
mortgages into several revenue streams (tranches) with different
priority rights to portions of the underlying mortgage payments. The
Fund will not invest in CMO tranches which represent a right to
receive interest only (``IOs''), principal only (``POs'') or an
amount that remains after other floating-rate tranches are paid (an
inverse floater). If the Fund invests in CMO tranches (including CMO
tranches issued by government agencies) and interest rates move in a
manner not anticipated by Fund management, it is possible that the
Fund could lose all or substantially all of its investment.
    \11\ The Fund will not invest in leveraged or leveraged inverse
ETFs.
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    The Fund may invest without limitation in debt securities
denominated in foreign currencies and in U.S. dollar-denominated debt
securities of foreign issuers, including securities of issuers located
in emerging markets. The Sub-Adviser may attempt to reduce currency
risk by entering into contracts with banks, brokers or dealers to
purchase or sell securities or foreign currencies at a future date
(``forward contracts''). The Fund may enter into foreign currency
forward and foreign currency futures contracts to facilitate local
securities settlements or to protect against currency exposure in
connection with its distributions to shareholders.
    The Fund has not established any credit rating criteria for the
fixed income securities in which it may invest, and it may invest
entirely in high yield securities (``junk bonds''). Junk bonds are debt
securities that are rated below investment grade by nationally
recognized statistical rating organizations (``NRSROs''), or are
unrated securities that the Sub-Adviser believes are of comparable
quality. The Sub-Adviser considers the credit ratings assigned by
NRSROs as one of several factors in its independent credit analysis of
issuers.
    According to the Registration Statement, the Fund may also invest
in money market instruments, including repurchase agreements or other
funds which invest exclusively in money market instruments, structured
notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors,
such as the movement of a particular bond or bond index), and, in
accordance with the Exemptive Order, in swaps, options and futures
contracts. The Fund may also invest in municipal securities. The Fund
may invest up to 5% of its assets in MBS (which may include commercial
mortgage-backed securities (``CMBS'')) or other asset-backed securities
issued or guaranteed by private issuers. The Fund may also invest in
money market instruments or other short-term fixed income instruments
as part of a temporary defensive strategy to protect against temporary
market declines.
    The Fund may invest in commercial paper and other short-term
corporate instruments.\12\
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    \12\ Commercial paper consists of short-term promissory notes
issued primarily by corporations. Commercial paper may be traded in
the secondary market after its issuance. As of July 31, 2012, the
amount of commercial paper outstanding (seasonally adjusted) was
approximately $1000.5 billion. See http://www.federalreserve.gov/releases/CP/default.htm.
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    The Fund may purchase participations in corporate loans.
Participation interests generally will be acquired from a commercial
bank or other financial institution (a ``Lender'') or from other
holders of a participation interest (a ``Participant''). The purchase
of a participation interest either from a Lender or a Participant will
not result in any direct contractual relationship with the borrowing
company (the ``Borrower''). The Fund generally will have no right
directly to enforce compliance by the Borrower with the terms of the
credit agreement. Instead, the Fund will be required to rely on the
Lender or the Participant that sold the participation interest, both
for the enforcement of the Fund's rights against the Borrower and for
the receipt and processing of payments due to the Fund under the loans.
Under the terms of a participation interest, the Fund may be regarded
as a member of the Participant, and thus the Fund is subject to the
credit risk of both the Borrower and a Participant. Participation
interests are generally subject to restrictions on resale. Generally,
the Fund considers participation interests to be illiquid and therefore
subject to the Fund's percentage limitations for investments in
illiquid securities.
    The Fund may invest in securities that have variable or floating
interest rates which are readjusted on set dates (such as the last day
of the month or calendar quarter) in the case of variable rates or
whenever a specified interest rate change occurs in the case of a
floating rate instrument. Variable or floating interest rates generally
reduce changes in the market price of securities from their original
purchase price because, upon readjustment, such rates approximate
market rates. Accordingly, as interest rates decrease or increase, the
potential for capital appreciation or depreciation is less for variable
or floating rate securities than for fixed rate obligations. Many
securities with variable or floating interest rates purchased by the
Fund are subject to payment of principal and accrued interest (usually
within seven days) on the Fund's demand. The terms of such demand
instruments require payment of principal and accrued interest by the
issuer, a guarantor and/or a liquidity provider. The Sub-Adviser will
monitor the pricing, quality and liquidity of the variable or floating
rate securities held by the Fund.
    The Fund may enter into repurchase agreements, which are agreements
pursuant to which securities are acquired by the Fund from a third
party with the understanding that they will be repurchased by the
seller at a fixed price on an agreed date. These agreements may be made
with respect to any of the portfolio securities in which the Fund is
authorized to invest. Repurchase agreements may be characterized as
loans secured by the underlying securities.
    The Fund may enter into reverse repurchase agreements, which
involve the sale of securities with an agreement to repurchase the
securities at an agreed-upon price, date and interest payment and have
the characteristics of borrowing. The securities purchased with the
funds obtained from the agreement and securities collateralizing the
agreement will have maturity dates no later than the repayment date.

    The Fund may purchase when-issued securities. Purchasing securities
on a ``when-issued'' basis means that the date for delivery of and
payment for the securities is not fixed at the date of purchase, but is
set after the securities are issued. The payment obligation and, if
applicable, the interest rate that will be received on the securities
are fixed at the time the buyer enters into the commitment. The Fund
will only make commitments to purchase such securities with the
intention of actually acquiring such securities, but the Fund may sell
these securities before the settlement date if it is deemed advisable.
    The Fund may not hold more than 15% of its net assets in: (1)
Illiquid securities (which include participation interests); and (2)
Rule 144A securities.\13\ The Fund will monitor its portfolio liquidity
on an ongoing basis to determine whether, in light of current
circumstances, an adequate level of liquidity is being maintained, and
will consider taking appropriate steps in order to maintain adequate
liquidity if, through a change in values, net assets, or other
circumstances, more than 15% of the Fund's net assets are held in
illiquid securities. Illiquid securities include securities subject to
contractual or other restrictions on resale and other instruments that
lack readily available markets as determined in accordance with
Commission staff guidance.\14\
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    \13\ Rule 144A securities are securities which, while privately
placed, are eligible for purchase and resale pursuant to Rule 144A.
According to the Registration Statement, Rule 144A permits certain
qualified institutional buyers, such as the Fund, to trade in
privately placed securities even though such securities are not
registered under the Securities Act.
    \14\ The Commission has stated that long-standing Commission
guidelines have required open-end funds to hold no more than 15% of
their net assets in illiquid securities and other illiquid assets.
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR
14618 (March 18, 2008), footnote 34. See also, Investment Company
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31,
1970) (Statement Regarding ``Restricted Securities''); Investment
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio
security is illiquid if it cannot be disposed of in the ordinary
course of business within seven days at approximately the value
ascribed to it by the fund. See Investment Company Act Release No.
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990)
(adopting Rule 144A under the Securities Act).
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    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, the Fund will be in
compliance with Rule 10A-3 \15\ under the Exchange Act, as provided by
NYSE Arca Equities Rule 5.3. A minimum of 100,000 Shares will be
outstanding at the commencement of trading on the Exchange. The
Exchange will obtain a representation from the issuer of the Shares
that the net asset value (``NAV'') and the Disclosed Portfolio will be
made available to all market participants at the same time.
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    \15\ 17 CFR 240.10A-3.
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    The Fund's investments will be consistent with the Fund's
investment objective and will not be used to enhance leverage.
    The Fund will not invest in non-US equity securities.
Creation and Redemption of Shares
    Shares may be created and redeemed in ``Creation Unit'' size
aggregations of 50,000 or multiples thereof. In order to purchase
Creation Units of the Fund, an investor must generally deposit a
designated portfolio of securities (the ``Deposit Securities'') (and/or
an amount in cash in lieu of some or all of the Deposit Securities) and
generally make a cash payment referred to as the ``Cash Component.''
The list of the names and the amounts of the Deposit Securities is made
available by the Fund's custodian through the facilities of the NSCC
immediately prior to the opening of business each day of the NYSE Arca.
The Cash Component represents the difference between the NAV of a
Creation Unit and the market value of the Deposit Securities. Creations
and redemptions of Shares may only be made through an Authorized
Participant, as described in the Registration Statement.
    Shares may be redeemed only in Creation Units at their NAV and only
on a day the NYSE Arca is open for business. The Fund's custodian will
make available immediately prior to the opening of business each day of
the NYSE Arca, through the facilities of the NSCC, the list of the
names and the amounts of the Fund's portfolio securities that will be
applicable that day to redemption requests in proper form (``Fund
Securities''). Fund Securities received on redemption may not be
identical to Deposit Securities, which are applicable to purchases of
Creation Units. Unless cash redemptions or partial cash redemptions are
available or specified for the Fund, the redemption proceeds will
consist of the Fund Securities, plus cash in an amount equal to the
difference between the NAV of Shares being redeemed as next determined
after receipt by the transfer agent of a redemption request in proper
form, and the value of the Fund Securities (the ``Cash Redemption
Amount''), less the applicable redemption fee and, if applicable, any
transfer taxes.\16\
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    \16\ The Fund may, in certain circumstances, allow cash
creations or partial cash creations but not redemptions (or vice
versa) if the Sub-Adviser believes it will allow the Fund to adjust
its portfolio in a manner which is more efficient for shareholders.
The Fund may allow creations or redemptions to be conducted
partially in cash only where certain instruments are (i) in the case
of the purchase of a Creation Unit, not available in sufficient
quantity for delivery; (ii) not eligible for transfer through either
the NSCC or DTC; or (iii) not eligible for trading due to local
trading restrictions, local restrictions on securities transfers or
other similar circumstances. To the extent the Fund allows creations
or redemptions to be conducted wholly or partially in cash, such
transactions will be effected in the same manner for all Authorized
Participants on a given day except where: (i) Such instruments are,
in the case of the purchase of a Creation Unit, not available to a
particular Authorized Participant in sufficient quantity; (ii) such
instruments are not eligible for trading by an Authorized
Participant or the investor on whose behalf the Authorized
Participant is acting; or (iii) a holder of Shares of the Fund would
be subject to unfavorable income tax treatment if the holder
receives redemption proceeds in kind. According to the Registration
Statement, an additional variable charge for cash or partial cash
creations, and cash or partial cash redemptions, may also be imposed
to compensate the Fund for the costs associated with buying the
applicable securities.
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Net Asset Value
    According to the Registration Statement, the NAV per Share of the
Fund will be computed by dividing the value of the net assets of the
Fund (i.e., the value of its total assets less total liabilities) by
the total number of Shares of the Fund outstanding, rounded to the
nearest cent. Expenses and fees, including without limitation, the
management and administration fees, will be accrued daily and taken
into account for purposes of determining NAV. The NAV per Share will be
calculated by the Fund's custodian and determined as of the close of
the regular trading session on the New York Stock Exchange (``NYSE'')
(ordinarily 4:00 p.m., Eastern Time) on each day that such exchange is
open.
    In computing the Fund's NAV, the Fund's debt securities will be
valued at market value. Market value generally means a valuation (i)
obtained from an exchange, a pricing service or a major market maker
(or dealer), (ii) based on a price quotation or other equivalent
indication of value supplied by an exchange, a pricing service or a
major market maker (or dealer) or (iii) based on amortized cost. The
Fund's debt securities are thus valued by reference to a combination of
transactions and quotations for the same or other securities believed
to be comparable in quality, coupon, maturity, type of issue, call
provisions, trading characteristics and other features deemed to be
relevant. To the extent the Fund's debt

securities, including some or all of the MBS in which the Fund invests,
will be valued based on price quotations 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 the Fund's debt securities to determine the market
price. For example, the prices of securities with characteristics
similar to those held by the Fund may be used to assist with the
pricing process. In addition, the pricing service may use proprietary
pricing models. Short-term debt securities having a maturity of 60 days
or less will be generally valued at amortized cost. The Fund's
securities holdings that are traded on a national securities exchange
will be valued based on their last sale price. Price information on
listed securities will be taken from the exchange where the security is
primarily traded. Other portfolio securities and assets for which
market quotations are not readily available will be valued based on
fair value as determined in good faith in accordance with procedures
adopted by the Fund's Board of Directors.
    According to the Registration Statement, there can be no assurance
as to whether and/or the extent to which the Shares will trade at
premiums or discounts to NAV. The deviation risk may be heightened to
the extent the Fund invests in MBS, as such investments may be
difficult to value. Because MBS may trade infrequently, the most recent
trade price may not indicate their true value. As noted above, a third-
party pricing service may be used to value some or all of the Fund's
MBS. To the extent that market participants question the accuracy of
the pricing service's prices, there is a risk of significant deviation
between the NAV and market price of some or all of the MBS in which the
Fund invests.
Portfolio Indicative Value
    The Portfolio Indicative Value (``PIV'') as defined in NYSE Arca
Equities Rule 8.600(c)(3) of Shares of the Fund will be widely
disseminated by one or more major market data vendors at least every
fifteen seconds during the Exchange's Core Trading Session. To the
extent the Fund holds securities that are traded in foreign markets,
the PIV calculations will be based on such foreign market prices and
may not reflect events that occur subsequent to the foreign market's
close. As a result, premiums and discounts between the approximate
value and the market price could be affected. This approximate value
should not be viewed as a ``real-time'' update of the NAV per Share of
the Fund because the approximate value may not be calculated in the
same manner as the NAV, which is computed once a day, generally at the
end of the business day.
Availability of Information
    The Fund's Web site (www.alpsetfs.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for the Fund that may be downloaded. The Fund's Web
site will include additional quantitative information updated on a
daily basis, including, for the Fund, (1) daily trading volume, the
prior business day's reported closing price, NAV and mid-point of the
bid/ask spread at the time of calculation of such NAV (the ``Bid/Ask
Price''),\17\ and a calculation of the premium and discount of the Bid/
Ask Price against the NAV, and (2) data in chart format displaying the
frequency distribution of discounts and premiums of the daily Bid/Ask
Price against the NAV, within appropriate ranges, for each of the four
previous calendar quarters. On each business day, before commencement
of trading in Shares in the Core Trading Session on the Exchange, the
Fund will disclose on its Web site the Disclosed Portfolio as defined
in NYSE Arca Equities Rule 8.600(c)(2) that will form the basis for the
Fund's calculation of NAV at the end of the business day.\18\
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    \17\ The Bid/Ask Price of the Fund is determined using the mid-
point of the highest bid and the lowest offer on the Exchange as of
the time of calculation of the Fund's NAV. The records relating to
Bid/Ask Prices will be retained by the Fund and its service
providers.
    \18\ Under accounting procedures followed by the Fund, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). Accordingly, the Fund
will be able to disclose at the beginning of the business day the
portfolio that will form the basis for the NAV calculation at the
end of the business day.
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    The Fund's portfolio holdings will be disclosed on its Web site
daily after the close of trading on the Exchange and prior to the
opening of trading on the Exchange the following day.
    On a daily basis, the Adviser will disclose for each portfolio
security and financial instrument of the Fund the following
information: ticker symbol (if applicable), name of security and
financial instrument, number of shares, if applicable, and dollar value
of 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. In
addition, intra-day and end-of-day prices for all debt securities or
other financial instruments held by the Fund will be available through
major market data vendors and broker-dealers.
    In addition, a basket composition file disclosing the Fund
Securities, which includes the security names and share quantities
required to be delivered in exchange for Fund Shares, together with
estimates and actual cash components, will be publicly disseminated
daily prior to the opening of the NYSE via the National Securities
Clearing Corporation. The basket represents one Creation Unit of the
Fund. Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), the Fund's Shareholder Reports, and its Form N-
CSR and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder
Reports 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 will be published daily in the financial section of
newspapers. Quotation and last sale information for the Shares will be
available via the Consolidated Tape Association (``CTA'') high-speed
line. In addition, as noted above, the PIV will be widely disseminated
by one or more major market data vendors at least every 15 seconds
during the Core Trading Session.\19\ The dissemination of the PIV,
together with the Disclosed Portfolio, will allow investors to
determine the value of the underlying portfolio of the Fund on a daily
basis and will provide a close estimate of that value throughout the
trading day.
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    \19\ Currently, it is the Exchange's understanding that several
major market data vendors widely disseminate PIVs taken from CTA or
other data feeds.
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    Additional information regarding the Trust and the Shares,
including investment strategies, risks, creation and redemption
procedures, fees, portfolio holdings disclosure policies, distributions
and taxes is included in the Registration Statement.
Trading Halts
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of the Fund.\20\ Trading in Shares of the

Fund will be halted if the circuit breaker parameters in NYSE Arca
Equities Rule 7.12 have been reached. Trading also may be halted
because of market conditions or for reasons that, in the view of the
Exchange, make trading in the Shares inadvisable. These may include:
(1) The extent to which trading is not occurring in the securities and/
or the financial instruments comprising the Disclosed Portfolio of the
Fund; or (2) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present. Trading in the Shares will be subject to NYSE Arca Equities
Rule 8.600(d)(2)(D), which sets forth circumstances under which Shares
of the Fund may be halted.
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    \20\ See NYSE Arca Equities Rule 7.12, Commentary .04.
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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.
Surveillance
    The Exchange intends to utilize its existing surveillance
procedures applicable to derivative products (which include Managed
Fund Shares) to monitor trading in the Shares. 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 applicable federal securities laws.
    The Exchange's current trading surveillance focuses on detecting
securities trading outside their normal patterns. 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.
    The Exchange may obtain information via the Intermarket
Surveillance Group (``ISG'') from other exchanges that are members of
ISG or with which the Exchange has entered into a surveillance sharing
agreement.\21\
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    \21\ 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 Fund may trade on markets that are
members of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement.
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    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
Equity Trading Permit (``ETP'') Holders in an Information Bulletin
(``Bulletin'') of the special characteristics and risks associated with
trading the Shares. Specifically, the Bulletin will discuss the
following: (1) The procedures for purchases and redemptions of Shares
in Creation Units (and that Shares are not individually redeemable);
(2) NYSE Arca Equities Rule 9.2(a), which imposes a duty of due
diligence on its ETP Holders to learn the essential facts relating to
every customer prior to trading the Shares; (3) the risks involved in
trading the Shares during the Opening and Late Trading Sessions when an
updated PIV will not be calculated or publicly disseminated; (4) how
information regarding the PIV is disseminated; (5) the requirement that
ETP Holders deliver a prospectus to investors purchasing newly issued
Shares prior to or concurrently with the confirmation of a transaction;
and (6) trading information.
    In addition, the Bulletin will reference that the Fund is subject
to various fees and expenses described in the Registration Statement.
The Bulletin will discuss any exemptive, no-action, and interpretive
relief granted by the Commission from any rules under the Exchange 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 Exchange Act for this proposed rule change is
the requirement under Section 6(b)(5) \22\ 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. The Sub-
Adviser is affiliated with a broker-dealer and has implemented and will
maintain a fire wall with respect to such broker-dealer regarding
access to information concerning the composition and/or changes to a
portfolio. The Fund will not invest in non-US equity securities. The
Fund will not invest in leveraged or leveraged inverse ETFs. The Fund's
investments will be consistent with the Fund's investment objective and
will not be used to enhance leverage. Quotation and last sale
information for the Shares will be available via the CTA high-speed
line. In addition, the PIV, 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. The
Fund will disclose on its Web site the Disclosed Portfolio as defined
in NYSE Arca Equities Rule 8.600(c)(2) that will form the basis for the
Fund's calculation of NAV at the end of the business day. Trading in
the Shares will be subject to NYSE Arca Equities Rule 8.600(d)(2)(D),
which sets forth circumstances under which Shares of the Fund may be
halted. The Exchange may obtain information via the ISG from other
exchanges that are members of ISG or with which the Exchange has
entered into a surveillance sharing agreement. In addition, the
Exchange has procedures that are adequate to properly monitor Exchange
trading of the Shares in all trading sessions and to deter and detect
violations of Exchange rules and applicable federal securities laws.
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    \22\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NYSE Arca Equities Rule
8.600. The Exchange has in place surveillance procedures that are
adequate to properly monitor trading in the Shares in all trading
sessions and to deter and detect violations of Exchange rules and
applicable federal securities laws. The Exchange 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.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Adviser is affiliated with a broker-dealer and has represented
that it has implemented a fire wall with respect to its broker-dealer
affiliate regarding access to information concerning the composition
and/or changes to the portfolio. The Exchange will obtain a
representation from the issuer of the Shares that the

NAV per Share will be calculated daily and that the NAV and the
Disclosed Portfolio will be made available to all market participants
at the same time. In addition, a large amount of information is
publicly available regarding the Fund and the Shares, thereby promoting
market transparency. The Fund's portfolio holdings will be disclosed on
its Web site daily after the close of trading on the Exchange and prior
to the opening of trading on the Exchange the following day. Moreover,
the PIV 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, the Fund will disclose on
its Web site the Disclosed Portfolio that will form the basis for the
Fund's calculation of NAV at the end of the business day. Information
regarding market price and trading volume of the Shares will be
continually available on a real-time basis throughout the day on
brokers' computer screens and other electronic services, and quotation
and last sale information will be available via the CTA high-speed
line. The Web site for the Fund will include a form of the prospectus
for the Fund and additional data relating to NAV and other applicable
quantitative information. Moreover, prior to the commencement of
trading, the Exchange will inform its ETP Holders in an Information
Bulletin of the special characteristics and risks associated with
trading the Shares. Trading in Shares of the 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
the Fund may be halted. In addition, as noted above, investors will
have ready access to information regarding the Fund's holdings, the
PIV, the Disclosed Portfolio, and quotation and last sale information
for the Shares.
    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of actively-managed exchange-traded product that
will enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, the Exchange has in
place surveillance procedures relating to trading in the Shares and may
obtain information via ISG from other exchanges that are members of ISG
or with which the Exchange has entered into a comprehensive
surveillance sharing agreement. In addition, as noted above, investors
will have ready access to information regarding the Fund's holdings,
the PIV, 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 purposes of the Exchange Act.

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 Exchange 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-2012-88 on the subject line.

Paper Comments

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

    All submissions should refer to File Number SR-NYSEArca-2012-88.
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
10:00 a.m. and 3:00 p.m. Copies of the filing will also be available
for inspection and copying at the NYSE's principal office and on its
Internet Web site at www.nyse.com. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSEArca-2012-88 and should be submitted on or before
September 18, 2012.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-21173 Filed 8-27-12; 8:45 am]
BILLING CODE 8011-01-P