[Federal Register Volume 79, Number 1 (Thursday, January 2, 2014)]
[Notices]
[Pages 154-161]
[FR Doc No: 2013-31372]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71186; File No. SR-NYSEArca-2013-138]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change Relating to Listing and Trading of Shares of
iShares Enhanced International Large-Cap ETF and iShares Enhanced
International Small-Cap ETF Under NYSE Arca Equities Rule 8.600

December 26, 2013.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on December 13, 2013, NYSE Arca, Inc. (the ``Exchange'' or
``NYSE Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following
under NYSE Arca Equities Rule 8.600 (``Managed Fund Shares''): iShares
Enhanced International Large-Cap ETF and iShares Enhanced International
Small-Cap 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 the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the
following under NYSE Arca Equities Rule 8.600, which governs the
listing and trading of Managed Fund Shares \4\: iShares Enhanced
International Large-Cap ETF (``Large-Cap Fund'') and iShares Enhanced
International Small-Cap ETF (``Small-Cap Fund'', each a ``Fund'' and,
collectively, the ``Funds''). The Shares of the Funds will be offered
by iShares U.S. ETF Trust (the ``Trust'') [sic] \5\ The Trust is
registered with the Commission as an open-end management investment
company.\6\ BlackRock Fund Advisors (``BFA'') will serve as the
investment adviser to the Funds (the ``Adviser''). BFA is an indirect
wholly-owned subsidiary of BlackRock, Inc. BlackRock Investments, LLC
(the ``Distributor'') will be the principal underwriter and distributor
of the Funds' Shares. State Street Bank and Trust Company (the
``Administrator'', ``Custodian'' or ``Transfer Agent'') will serve as
administrator, custodian and transfer agent for the Funds.
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    \4\ A Managed Fund Share is a security that represents an
interest in an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an
open-end investment company or similar entity that invests in a
portfolio of securities selected by its investment adviser
consistent with its investment objectives and policies. In contrast,
an open-end investment company that issues Investment Company Units,
listed and traded on the Exchange under NYSE Arca Equities Rule
5.2(j)(3), seeks to provide investment results that correspond
generally to the price and yield performance of a specific foreign
or domestic stock index, fixed income securities index or
combination thereof.
    \5\ The Commission has previously approved listing and trading
on the Exchange of a number of actively managed funds under Rule
8.600. See, e.g., Securities Exchange Act Release Nos. 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); 60460 (August 7, 2009), 74 FR 41468
(August 17, 2009) (SR-NYSEArca-2009-55) (order approving listing and
trading of Dent Tactical ETF); 63076 (October 12, 2010), 75 FR 63874
(October 18, 2010) (SR-NYSEArca-2010-79) (order approving listing
and trading of Cambria Global Tactical ETF).
    \6\ The Trust is registered under the 1940 Act. See Post-
Effective Amendment No. 22 (with respect to the Large-Cap Fund, the
``Large-Cap Registration Statement'') and Post-Effective Amendment
No. 23 (with respect to the Small-Cap Fund, the ``Small-Cap
Registration Statement'') to the Trust's registration statement
filed with the Commission on Form N-1A under the Securities Act of
1933 (15 U.S.C. 77a), and under the 1940 Act, each dated October 4,
2013 (File Nos. 333-179904 and 811-22649) (collectively, the
``Registration Statements''). The description of the operation of
the Trust and the Funds herein is based, in part, on the
Registration Statements. 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. 29571 (File No. 812-
13601) (``Exemptive Order'').
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    Commentary .06 to Rule 8.600 provides that, if the investment
adviser to the investment company issuing Managed Fund Shares is
affiliated with a broker-dealer, such investment adviser shall erect a
``fire wall'' between the investment adviser and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such investment company portfolio. Commentary .06 further
requires that personnel who make decisions on the open-end fund's
portfolio composition must be subject to procedures designed to prevent
the use and dissemination of material nonpublic information regarding
the open-end fund's portfolio.\7\ Commentary

.06 to Rule 8.600 is similar to Commentary .03(a)(i) and (iii) to NYSE
Arca Equities Rule 5.2(j)(3); however, Commentary .06 in connection
with the establishment of a ``fire wall'' between the investment
adviser and the broker-dealer reflects the applicable open-end fund's
portfolio, not an underlying benchmark index, as is the case with
index-based funds. The Adviser is not registered as a broker-dealer but
is affiliated with multiple broker-dealers and has implemented a ``fire
wall'' with respect to such broker-dealers regarding access to
information concerning the composition and/or changes to a Fund's
portfolio.
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    \7\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (the ``Advisers
Act''). As a result, the Adviser and its related personnel are
subject to the provisions of Rule 204A-1 under the Advisers Act
relating to codes of ethics. This Rule requires investment advisers
to adopt a code of ethics that reflects the fiduciary nature of the
relationship to clients as well as compliance with other applicable
securities laws. Accordingly, procedures designed to prevent the
communication and misuse of non-public information by an investment
adviser must be consistent with Rule 204A-1 under the Advisers Act.
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful
for an investment adviser to provide investment advice to clients
unless such investment adviser has (i) adopted and implemented
written policies and procedures reasonably designed to prevent
violation, by the investment adviser and its supervised persons, of
the Advisers Act and the Commission rules adopted thereunder; (ii)
implemented, at a minimum, an annual review regarding the adequacy
of the policies and procedures established pursuant to subparagraph
(i) above and the effectiveness of their implementation; and (iii)
designated an individual (who is a supervised person) responsible
for administering the policies and procedures adopted under
subparagraph (i) above.
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    In the event (a) the Adviser or any sub-adviser registers as a
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 its broker-dealer affiliate
regarding access to information concerning the composition and/or
changes to a portfolio, and will be subject to procedures designed to
prevent the use and dissemination of material non-public information
regarding such portfolio.
iShares Enhanced International Large-Cap Fund
    According to the Large-Cap Registration Statement, the Fund will
seek long-term capital appreciation. The Fund will seek to achieve its
investment objective by investing, under normal circumstances \8\, at
least 80% of its net assets in equity securities of international
large-capitalization issuers. The Fund will seek to maintain strategic
exposure to international large-capitalization stocks with targeted
investment characteristics. BFA will utilize a proprietary investment
process to assemble an investment portfolio from a defined group of
international large-capitalization stocks based on certain quantitative
investment characteristics.
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    \8\ The term ``under normal circumstances'' includes, but is not
limited to, the absence of extreme volatility or trading halts in
the equity markets or the financial markets generally; operational
issues causing dissemination of inaccurate market information; or
force majeure type events such as systems failure, natural or man-
made disaster, act of God, armed conflict, act of terrorism, riot or
labor disruption or any similar intervening circumstance.
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    The Fund's proprietary investment process will begin with
securities representing a defined investable universe of stocks of
international large-capitalization issuers. The universe will then be
subjected to rules-based screens designed to exclude securities with
very low trading volume or very low prices. The stocks will then be
scored based on quantitative metrics, including, but not limited to,
cash earnings, earnings variability, leverage, price-to-book ratio and
market capitalization. BFA will assemble a portfolio emphasizing those
stocks with higher cash earnings, lower earnings variability, lower
leverage, lower price-to-book ratio, and smaller market capitalization
relative to other stocks in the investable universe. BFA will seek to
ensure that the Fund avoids unnecessary turnover and minimizes sources
of risk by taking into account volatilities of certain factors and by
placing constraints on the weighting of sectors, industries, and
issuers.
    The Fund will purchase publicly-traded exchange-listed common
stocks of non-U.S. issuers. The Fund's investment in such stocks may be
in the form of American Depositary Receipts (``ADRs''), Global
Depositary Receipts (``GDRs'') and European Depositary Receipts
(``EDRs'') (collectively, ``Depositary Receipts'').\9\ With respect to
its investments in exchange-listed common stocks and Depositary
Receipts of non-U.S. issuers, the Fund will invest at least 90% of its
assets invested in such securities in exchange-listed common stocks and
Depositary Receipts that trade in markets that are members of the
Intermarket Surveillance Group (``ISG'') or are parties to a
comprehensive surveillance sharing agreement with the Exchange.\10\
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    \9\ Depositary Receipts are receipts, typically issued by a bank
or trust issuer, which evidence ownership of underlying securities
issued by a non-U.S. issuer. For ADRs, the depository is typically a
U.S. financial institution and the underlying securities are issued
by a non-U.S. issuer. For other forms of Depositary Receipts, the
depository may be a non-U.S. or a U.S. entity, and the underlying
securities may be issued by a non-U.S. or a U.S. issuer. Depositary
Receipts are not necessarily denominated in the same currency as
their underlying securities. Generally, ADRs, issued in registered
form, are designed for use in the U.S. securities markets, and EDRs,
issued in bearer form, are designed for use in European securities
markets. GDRs are tradable both in the United States and in Europe
and are designed for use throughout the world.
    \10\ See note 32 and accompanying text, infra.
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    The Fund will generally invest in sponsored Depositary Receipts
that are listed on ISG member exchanges and that BFA deems as liquid at
time of purchase. In certain limited circumstances, the Fund may invest
in unlisted or unsponsored Depositary Receipts, Depositary Receipts
listed on non-ISG member exchanges, or Depositary Receipts that BFA
deems illiquid at the time of purchase or for which pricing information
is not readily available.\11\ The issuers of unlisted or unsponsored
Depositary Receipts are not obligated to disclose material information
in the United States. Therefore, there may be less information
available regarding such issuers and there may be no correlation
between available information and the market value of the Depositary
Receipts.
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    \11\ Not more than 10% of the net assets of each Fund, in the
aggregate, will be invested in (1) unlisted or unsponsored
Depositary Receipts; (2) Depositary Receipts not listed on an
exchange that is a member of the ISG or a party to a comprehensive
surveillance sharing agreement with the Exchange; or (3) unlisted
common stocks or common stocks not listed on an exchange that is a
member of the ISG or a party to a comprehensive surveillance sharing
agreement with the Exchange.
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iShares Enhanced International Small-Cap Fund
    According to the Small-Cap Registration Statement, the Fund will
seek long-term capital appreciation. The Fund will seek to achieve its
investment objective by investing, under normal circumstances,\12\ at
least 80% of its net assets in equity securities of international
small-capitalization issuers. The Fund will seek to maintain strategic
exposure to international small-capitalization stocks with targeted
investment characteristics. BFA will utilize a proprietary investment
process to assemble an investment portfolio from a defined group of
international small-capitalization stocks based on certain quantitative
investment characteristics.
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    \12\ See note 8, supra.
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    The Fund's proprietary investment process will begin with
securities representing a defined investable universe of stocks of
international small-capitalization issuers. The universe will then be
subjected to rules-based screens designed to exclude securities with
very low trading volume or very low prices. The stocks will then be
scored based on quantitative metrics, including, but not limited to,
cash earnings, earnings variability, leverage, price-to-book ratio and
market capitalization. BFA will assemble a

portfolio emphasizing those stocks with higher cash earnings, lower
earnings variability, lower leverage, lower price-to-book ratio, and
smaller market capitalization relative to other stocks in the
investable universe. BFA will seek to ensure that the Fund avoids
unnecessary turnover and minimizes sources of risk by taking into
account volatilities of certain factors and by placing constraints on
the weighting of sectors, industries, and issuers.
    The Fund will purchase publicly-traded exchange-listed common
stocks of non-U.S. issuers. To the extent the Fund invests in stocks of
non-U.S. issuers, the Fund's investment in such stocks may be in the
form of Depositary Receipts.\13\ With respect to its investments in
exchange-listed common stocks and Depositary Receipts of non-U.S.
issuers, the Fund will invest at least 90% of its assets invested in
such securities in exchange-listed common stocks and Depositary
Receipts that trade in markets that are members of the ISG or are
parties to a comprehensive surveillance sharing agreement with the
Exchange.\14\
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    \13\ See note 9, supra.
    \14\ See note 32 and accompanying text, infra.
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    The Fund will generally invest in sponsored Depositary Receipts
that are listed on ISG member exchanges and that BFA deems as liquid at
time of purchase. In certain limited circumstances, the Fund may invest
in unlisted or unsponsored Depositary Receipts, Depositary Receipts
listed on non-ISG member exchanges, or Depositary Receipts that BFA
deems illiquid at the time of purchase or for which pricing information
is not readily available.\15\ The issuers of unlisted or unsponsored
Depositary Receipts are not obligated to disclose material information
in the United States. Therefore, there may be less information
available regarding such issuers and there may be no correlation
between available information and the market value of the Depositary
Receipts.
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    \15\ See note 11, supra.
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Other Investments
    While each Fund, under normal circumstances, will invest at least
80% of its net assets in its investments as described above, a Fund may
directly invest in certain other investments, as described below. A
Fund may temporarily depart from its normal investment process,\16\
provided that the alternative, in the opinion of BFA, is consistent
with a Fund's investment objective and is in the best interest of a
Fund. However, BFA will not seek to actively time market movements.
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    \16\ Circumstances under which a Fund may temporarily depart
from their normal investment process include, but are not limited
to, extreme volatility or trading halts in the equity markets or the
financial markets generally; operational issues causing
dissemination of inaccurate market information; or force majeure
type events such as systems failure, natural or man-made disaster,
act of God, armed conflict, act of terrorism, riot or labor
disruption or any similar intervening circumstance.
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    A Fund may hold up to an aggregate amount of 15% of its net assets
in illiquid securities (calculated at the time of investment),
including Rule 144A securities deemed illiquid by the Adviser,
consistent with Commission guidance.\17\ Each Fund will monitor its
portfolio liquidity on an ongoing basis to determine whether, in light
of current circumstances, an adequate level of liquidity is being
maintained, and will consider taking appropriate steps in order to
maintain adequate liquidity if, through a change in values, net assets,
or other circumstances, more than 15% of a Fund's net assets are held
in illiquid 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.\18\
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    \17\ In reaching liquidity decisions, the Adviser may consider
the following factors: The frequency of trades and quotes for the
security; the number of dealers wishing to purchase or sell the
security and the number of other potential purchasers; dealer
undertakings to make a market in the security; and the nature of the
security and the nature of the marketplace in which it trades (e.g.,
the time needed to dispose of the security, the method of soliciting
offers and the mechanics of transfer).
    \18\ 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).
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    Each Fund may invest in repurchase and reverse repurchase
agreements. A repurchase agreement is an instrument under which the
purchaser (i.e., a Fund) acquires the security and the seller agrees,
at the time of the sale, to repurchase the security at a mutually
agreed upon time and price, thereby determining the yield during the
purchaser's holding period. Reverse repurchase agreements 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.
    Each Fund may invest in other short-term instruments, including
money market instruments, on an ongoing basis to provide liquidity or
for other reasons. Money market instruments are generally short-term
investments that may include but are not limited to: (i) Shares of
money market funds (including those advised by BFA or otherwise
affiliated with BFA); (ii) obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities (including government-
sponsored enterprises); (iii) negotiable certificates of deposit
(``CDs''), bankers' acceptances, fixed-time deposits and other
obligations of U.S. and non-U.S. banks (including non-U.S. branches)
and similar institutions; (iv) commercial paper rated, at the date of
purchase, ``Prime-1'' by Moody's Investors Service, Inc., ``F-1'' by
Fitch Inc., or ``A-1'' by Standard & Poor's (``S&P''), or if unrated,
of comparable quality as determined by BFA; (v) non-convertible
corporate debt securities (e.g., bonds and debentures) with remaining
maturities at the date of purchase of not more than 397 days and that
satisfy the rating requirements set forth in Rule 2a-7 under the 1940
Act; and (vi) short-term U.S. dollar-denominated obligations of non-
U.S. banks (including U.S. branches) that, in the opinion of BFA, are
of comparable quality to obligations of U.S. banks which may be
purchased by a Fund. Any of these instruments may be purchased on a
current or forward-settled basis. Time deposits are non-negotiable
deposits maintained in banking institutions for specified periods of
time at stated interest rates.
    Each Fund may enter into currency forward contracts for hedging and
trade settlement purposes.\19\ Each Fund may invest in total return
swaps on single securities in limited circumstances, including as a
means to gain exposure to securities that trade on exchanges that are
not members of ISG. The credit risk of counterparties to swaps and
forward contracts will be assessed and monitored in accordance with
policies and procedures adopted by the Adviser and such contracts will
be collateralized.\20\ Each Fund also may

invest in futures contracts based on currencies, stock indexes and
single stocks. The Funds will not invest in options.
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    \19\ A forward currency contract is an obligation to purchase or
sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract.
    \20\ The Adviser has implemented policies and procedures to
assess the creditworthiness of prospective and existing derivatives
counterparties. Derivatives transactions are conducted only with
approved counterparties with whom appropriate documentation is
executed. Exposure to counterparties is independently and actively
monitored. Where appropriate, collateral is posted and actively
managed to reduce counterparty credit exposure.
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    Each Fund may invest a small portion of its assets in exchange-
listed tracking stocks. A tracking stock is a separate class of common
stock whose value is linked to a specific business unit or operating
division within a larger company and is designed to ``track'' the
performance of such business unit or division. The tracking stock may
pay dividends to shareholders independent of the parent company. The
parent company, rather than the business unit or division, generally is
the issuer of tracking stock. However, holders of the tracking stock
may not have the same rights as holders of the company's common stock.
    Each Fund will be classified as a ``diversified'' investment
company under the 1940 Act.\21\
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    \21\ The diversification standard is set forth in Section
5(b)(1) of the 1940 Act.
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    Each Fund will not purchase the securities of issuers conducting
their principal business activity in the same industry if, immediately
after the purchase and as a result thereof, the value of a Fund's
investments in that industry would equal or exceed 25% of the current
value of a Fund's total assets, provided that this restriction does not
limit a Fund's: (i) Investments in securities of other investment
companies, (ii) investments in securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities, or (iii)
investments in repurchase agreements collateralized by U.S. government
securities.\22\
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    \22\ 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).
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    Each Fund intends to qualify for and to elect treatment as a
separate regulated investment company (``RIC'') under Subchapter M of
the Internal Revenue Code.\23\
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    \23\ 26 U.S.C. 851 et seq.
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    Each Fund's investments will be consistent with its investment
objective and will not be used to enhance leverage.
Creation and Redemption of Shares
    According to the Registration Statements, each Fund will issue and
redeem Shares on a continuous basis at net asset value (``NAV'') only
in large specified numbers of Shares called a ``Creation Unit.''
    The consideration for purchase of Creation Units of each Fund
generally will consist of the in-kind deposit of a designated portfolio
of securities (including any portion of such securities for which cash
may be substituted) (i.e., the Deposit Securities) and the Cash
Component computed as described below. Together, the Deposit Securities
and the Cash Component constitute the ``Fund Deposit,'' which will be
applicable (subject to possible amendment or correction) to creation
requests received in proper form. The Fund Deposit represents the
minimum initial and subsequent investment amount for a Creation Unit of
a Fund.
    The Cash Component will 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, and serve to compensate for any differences between the NAV
per Creation Unit and the Deposit Amount.
    BFA will make available through the National Securities Clearing
Corporation (``NSCC'') on each business day, prior to the opening of
business on the Exchange, the list of names and the required number or
par value of each Deposit Security and the amount of the Cash Component
to be included in the current Fund Deposit (based on information as of
the end of the previous business day) for the applicable Fund. Such
Fund Deposit will be applicable, subject to any adjustments as
described below, in order to effect purchases of Creation Units of
Shares of a Fund until such time as the next-announced Fund Deposit is
made available.
    The identity and number or par value of the Deposit Securities may
change pursuant to changes in the composition of a Fund's portfolio and
as rebalancing adjustments and corporate action events occur from time
to time. The composition of the Deposit Securities may also change in
response to adjustments to the weighting or composition of the
component securities constituting a Fund's portfolio.
    The portfolio of securities required for purchase of a Creation
Unit may not be identical to the portfolio of securities a Fund will
deliver upon redemption of Fund Shares. The Deposit Securities and Fund
Securities (as defined below), as the case may be, in connection with a
purchase or redemption of a Creation Unit, generally will correspond
pro rata to the securities held by such Fund.
    Each Fund reserves the right to permit or require the substitution
of a ``cash in lieu'' amount to be added to the Cash Component to
replace any Deposit Security that may not be available in sufficient
quantity for delivery or that may not be eligible for transfer through
the Depository Trust Company (``DTC''). Each Fund also reserves the
right to permit or require a ``cash in lieu'' amount in certain other
circumstances, including circumstances in which (i) the delivery of the
Deposit Security by the authorized participant would be restricted
under applicable securities laws or (ii) the delivery of the Deposit
Security to the authorized participant would result in the disposition
of the Deposit Security by the authorized participant becoming
restricted under applicable securities laws, or in certain other
situations.
    Creation Units may be purchased only by or through a DTC
participant that has entered into an authorized participant agreement
(as described in the Registration Statements) with the Distributor.
Except as noted below, all creation orders must be placed for one or
more Creation Units and must be received by the Distributor in proper
form no later than the closing time of the regular trading session of
the Exchange (normally 4:00 p.m., Eastern time) in each case on the
date such order is placed in order for creation of Creation Units to be
effected based on the NAV of Shares of a Fund as next determined on
such date after receipt of the order in proper form. Orders requesting
substitution of a ``cash in lieu'' amount generally must be received by
the Distributor no later than 2:00 p.m., Eastern time. On days when the
Exchange or other markets close earlier than normal, a Fund may require
orders to create Creation Units to be placed earlier in the day. A
standard creation transaction fee will be imposed to offset the
transfer and other transaction costs associated with the issuance of
Creation Units.
    Shares of a Fund may be redeemed only in Creation Units at their
NAV next determined after receipt of a redemption request in proper
form by the Distributor and only on a business day. BFA will make
available through the NSCC, prior to the opening of business on the
Exchange on each business day, the designated portfolio of securities
(including any portion of such securities for which cash may be
substituted) that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form on that day
(``Fund Securities''). Fund Securities received on redemption may not
be identical to Deposit

Securities that are applicable to creations of Creation Units.
    Unless cash redemptions are available or specified for a Fund, the
redemption proceeds for a Creation Unit generally will consist of a
specified amount of cash, Fund Securities, plus additional cash in an
amount equal to the difference between the NAV of the Shares being
redeemed, as next determined after the receipt of a request in proper
form, and the value of the specified amount of cash and Fund
Securities, less a redemption transaction fee. Each Fund currently will
redeem Shares for Fund Securities, but each Fund reserves the right to
utilize a ``cash'' option for redemption of Shares.
    A standard redemption transaction fee will be imposed to offset
transfer and other transaction costs that may be incurred by a Fund.
    Redemption requests for Creation Units of a Fund must be submitted
to the Distributor by or through an authorized participant no later
than 4:00 p.m. Eastern time on any business day, in order to receive
that day's NAV. The authorized participant must transmit the request
for redemption in the form required by a Fund to the Distributor in
accordance with procedures set forth in the authorized participant
agreement.
Determination of Net Asset Value
    According to the Registration Statements, the NAV of each Fund
normally will be determined once each business day, generally as of the
regularly scheduled close of business of the New York Stock Exchange
(``NYSE'') (normally 4:00 p.m., Eastern time) on each day that the NYSE
is open for trading, based on prices at the time of closing provided
that (a) any Fund assets or liabilities denominated in currencies other
than the U.S. dollar will be translated into U.S. dollars at the
prevailing market rates on the date of valuation as quoted by one or
more data service providers, and (b) U.S. fixed-income assets may be
valued as of the announced closing time for trading in fixed-income
assets in a particular market or exchange. The NAV per Share of each
Fund will be calculated by dividing the value of the net assets of each
Fund (i.e., the value of its total assets less total liabilities) by
the total number of outstanding Shares of a Fund, generally rounded to
the nearest cent.
    The value of the securities and other assets held by each Fund, and
its liabilities, will be determined pursuant to valuation policies and
procedures approved by the Trust's Board of Directors/Trustees
(``Board''). Each Fund's assets and liabilities will be valued
primarily on the basis of market quotations.
    Equity investments, including common stocks, tracking stocks, and
sponsored and unsponsored Depositary Receipts, and investments in
futures, including currency, stock index and single stock futures, will
be valued at market value, which is generally determined using the last
reported official closing price or last trading price on the exchange
or other market on which the security or futures contract is primarily
traded at the time of valuation. Swaps and currency forward contracts
generally will be valued based on quotations from market makers or by a
pricing service in accordance with valuation procedures approved by the
Board. Repurchase agreements and reverse repurchase agreements are
generally valued at par. Other short-term instruments will generally be
valued at the last available bid price received from independent
pricing services. In determining the value of a fixed income
investment, pricing services may use certain information with respect
to transactions in such investments, quotations from dealers, pricing
matrixes, market transactions in comparable investments, various
relationships observed in the market between investments, and
calculated yield measures. In certain circumstances, short-term
instruments may be valued on the basis of amortized cost.
    Generally, trading in non-U.S. securities, U.S. government
securities, money market instruments, certain fixed-income securities
and certain derivatives will be substantially completed each day at
various times prior to the close of business on the NYSE. The values of
such securities used in computing the NAV of a Fund will be determined
as of such times.
    When market quotations are not readily available or are believed by
BFA to be unreliable, a Fund's investments will be valued at fair
value. Fair value determinations are made by BFA in accordance with
policies and procedures approved by the Trust's Board and in accordance
with the 1940 Act. BFA may conclude that a market quotation is not
readily available or is unreliable if a security or other asset or
liability does not have a price source due to its lack of liquidity, if
a market quotation differs significantly from recent price quotations
or otherwise no longer appears to reflect fair value, where the
security or other asset or liability is thinly traded, or where there
is a significant event subsequent to the most recent market quotation.
A ``significant event'' is an event that, in the judgment of BFA, is
likely to cause a material change to the closing market price of the
asset or liability held by a Fund. Non-U.S. securities whose values are
affected by volatility that occurs in U.S. markets on a trading day
after the close of foreign securities markets may be fair valued.\24\
---------------------------------------------------------------------------

    \24\ According to the Registration Statements, fair value
represents a good faith approximation of the value of an asset or
liability. The fair value of an asset or liability held by a Fund is
the amount a Fund might reasonably expect to receive from the
current sale of that asset or the cost to extinguish that liability
in an arm's-length transaction. Valuing a Fund's investments using
fair value pricing will result in prices that may differ from
current market valuations and that may not be the price at which
those investments could have been sold during the period in which
the particular fair values were used.
---------------------------------------------------------------------------

Availability of Information
    The Funds' Web site (www.ishares.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for a Fund that may be downloaded. The Funds' Web
site will include additional quantitative information updated on a
daily basis, including, for the Funds, (1) the prior business day's
reported closing price, NAV and mid-point of the bid/ask spread at the
time of calculation of such NAV (the ``Bid/Ask Price''),\25\ 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, each
Fund will disclose on its Web site the Disclosed Portfolio that will
form the basis for such Fund's calculation of NAV at the end of the
business day.\26\
---------------------------------------------------------------------------

    \25\ The Bid/Ask Price of each Fund 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 a Fund's NAV. The records relating to
Bid/Ask Prices will be retained by the Funds and their service
providers.
    \26\ Under accounting procedures followed by the Funds, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). Accordingly, the Funds
will be able to disclose at the beginning of the business day the
portfolio that will form the basis for the NAV calculation at the
end of the business day.
---------------------------------------------------------------------------

    On a daily basis, each Fund will disclose for each portfolio
security and other financial instrument of each Fund the following
information on the Funds' Web site: Ticker symbol (if applicable), name
of security and financial instrument, number of shares and dollar value
of 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.
    In addition, a basket composition file, which includes the security
names and share quantities required to be delivered in exchange for
each Fund's Shares, together with estimates and actual cash components,
will be publicly disseminated daily prior to the opening of the NYSE
via NSCC. The basket represents one Creation Unit of a Fund.
    Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), each Fund's Shareholder Reports, and the Trust's
Form N-CSR and Form N-SAR, filed twice a year. The Trust's SAI and
Shareholder Reports are available free upon request from the Trust, and
those documents and the Form N-CSR and Form N-SAR may be viewed on-
screen or downloaded from the Commission's Web site at www.sec.gov.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. 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 of each Fund will be available via the Consolidated Tape
Association (``CTA'') high-speed line. In addition, the Indicative
Optimized Portfolio Value (``IOPV''),\27\ which is the Portfolio
Indicative Value as defined in NYSE Arca Equities Rule 8.600(c)(3),
will be widely disseminated at least every 15 seconds during the Core
Trading Session by one or more major market data vendors.\28\ The
dissemination of the IOPV, together with the Disclosed Portfolio, will
allow investors to determine the value of the underlying portfolio of
each Fund on a daily basis and to provide a close estimate of that
value throughout the trading day. The intra-day, closing and settlement
prices of equity securities, including common stocks, tracking stocks,
and sponsored and unsponsored Depositary Receipts, will be readily
available from the securities exchanges trading such securities,
automated quotation systems, published or other public sources, or on-
line information services such as Bloomberg or Reuters. Price
information regarding currency, stock index and single stock futures is
available from the exchange on which such futures trade as well as from
major market data vendors. Price information regarding unsponsored
Depositary Receipts; swaps; currency forward contracts; and short-term
instruments will be available from major market data vendors.
---------------------------------------------------------------------------

    \27\ According to the Registration Statements, the IOPV will be
based on the current value of the securities and/or cash required to
be deposited in exchange for a Creation Unit using market data
converted into U.S. dollars at the current currency rates. The IOPV
price will be based on quotes and closing prices from the
securities' local market and may not reflect events that occur
subsequent to the local market's close. Premiums and discounts
between the IOPV and the market price may occur. The IOPV will not
necessarily reflect the precise composition of the current portfolio
of securities held by a Fund at a particular point in time or the
best possible valuation of the current portfolio. Therefore, the
IOPV should not be viewed as a ``real-time'' update of a Fund's NAV,
which will be calculated only once a day. The quotations of certain
Fund holdings may not be updated during U.S. trading hours if such
holdings do not trade in the United States.
    \28\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available IOPVs
taken from CTA or other data feeds.
---------------------------------------------------------------------------

    Additional information regarding the Trust and the Shares,
including investment strategies, risks, creation and redemption
procedures, fees, portfolio holdings disclosure policies, distributions
and taxes is included in the Registration Statements. All terms
relating to the Funds that are referred to, but not defined in, this
proposed rule change are defined in the Registration Statements.
Trading Halts
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of the Funds.\29\ 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 a 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.
---------------------------------------------------------------------------

    \29\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Shares will trade on
the NYSE Arca Marketplace from 4:00 a.m. to 8:00 p.m. Eastern time in
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late
Trading Sessions). The Exchange has 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, the Trust will be in
compliance with Rule 10A-3 \30\ under the Act, as provided by NYSE Arca
Equities Rule 5.3. A minimum of 100,000 Shares for 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 as defined in NYSE Arca Equities
Rule 8.600(c)(2) will be made available to all market participants at
the same time.
---------------------------------------------------------------------------

    \30\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing surveillance procedures 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.\31\ 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.
---------------------------------------------------------------------------

    \31\ 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 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.
    FINRA, on behalf of the Exchange, will communicate as needed
regarding

trading in the Shares of the Funds, as well as underlying equity
securities (including exchange-listed Depositary Receipts and tracking
stocks) and futures with other markets and other entities that are
members of the ISG, and FINRA, on behalf of the Exchange, may obtain
trading information regarding trading in the Shares of the Funds as
well as underlying equity securities and futures from such markets and
other entities. The Exchange may obtain information regarding trading
in the Shares of the Funds as well as underlying equity securities
(including exchange-listed Depositary Receipts and tracking stocks) and
futures from ISG member markets or markets with which the Exchange has
in place a comprehensive surveillance sharing agreement.\32\
---------------------------------------------------------------------------

    \32\ For a list of the current members of ISG, see
www.isgportal.org. The Exchange notes that not all components of the
Disclosed Portfolio for a Fund may trade on markets that are members
of ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.
---------------------------------------------------------------------------

    To the extent that a Fund invests in futures, not more than 10% of
the weight of such futures contracts held by a Fund in the aggregate
would consist of components whose principal trading market is not a
member of ISG or is a market with which the Exchange does not have a
comprehensive surveillance sharing agreement.
    Not more than 10% of the net assets of each Fund, in the aggregate,
will be invested in (1) unlisted or unsponsored Depositary Receipts;
(2) Depositary Receipts not listed on an exchange that is a member of
the ISG or a party to a comprehensive surveillance sharing agreement
with the Exchange; or (3) unlisted common stocks or common stocks not
listed on an exchange that is a member of the ISG or a party to a
comprehensive surveillance sharing agreement with the Exchange.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
Equity Trading Permit (``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 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 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 IOPV will not be calculated or publicly
disseminated; (4) how information regarding the IOPV 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 each Fund is subject
to various fees and expenses described in the Registration Statements.
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) \33\ 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.
---------------------------------------------------------------------------

    \33\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NYSE Arca Equities Rule
8.600. The Exchange has in place surveillance procedures that are
adequate to properly monitor trading in the Shares in all trading
sessions and to deter and detect violations of Exchange rules and
applicable federal securities laws. The Adviser has implemented a
``fire wall'' with respect to its affiliated broker-dealers regarding
access to information concerning the composition and/or changes to a
Fund's portfolios. FINRA, on behalf of the Exchange, will communicate
as needed regarding trading in the Shares of the Funds, as well as
underlying equity securities (including exchange-listed Depositary
Receipts and tracking stocks) and futures with other markets and other
entities that are members of the ISG, and FINRA, on behalf of the
Exchange, may obtain trading information regarding trading in the
Shares of the Funds as well as underlying equity securities and futures
from such markets and other entities. The Exchange may obtain
information regarding trading in the Shares of the Funds as well as
underlying equity securities (including exchange-listed Depositary
Receipts and tracking stocks) and futures from ISG member markets or
markets with which the Exchange has in place a comprehensive
surveillance sharing agreement. The Funds will not invest in options.
To the extent that a Fund invests in futures, not more than 10% of the
weight of such futures contracts held by a Fund in the aggregate would
consist of components whose principal trading market is not a member of
ISG or is a market with which the Exchange does not have a
comprehensive surveillance sharing agreement. Not more than 10% of the
net assets of each Fund, in the aggregate, will be invested in (1)
unlisted or unsponsored Depositary Receipts; (2) Depositary Receipts
not listed on an exchange that is a member of the ISG or a party to a
comprehensive surveillance sharing agreement with the Exchange; or (3)
unlisted common stocks or common stocks not listed on an exchange that
is a member of the ISG or a party to a comprehensive surveillance
sharing agreement with the Exchange.
    The Adviser has implemented policies and procedures to assess the
creditworthiness of prospective and existing derivatives
counterparties. Derivatives transactions are conducted only with
approved counterparties with whom appropriate documentation is
executed. Exposure to counterparties is independently and actively
monitored. Where appropriate, collateral is posted and actively managed
to reduce counterparty credit exposure. A Fund may hold up to an
aggregate amount of 15% of its net assets in illiquid securities
(calculated at the time of investment), including Rule 144A securities
deemed illiquid by the Adviser, consistent with Commission guidance.
    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 of each Fund will be calculated daily and
that the NAV and the Disclosed Portfolio for each Fund 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. Moreover, the
IOPV 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 Funds will disclose on their Web site the
Disclosed Portfolio that will form the basis for a Fund's calculation
of NAV at the end of the business day. Information regarding market
price and trading volume of the Shares will be continually available on
a real-time basis throughout the day on brokers' computer screens and
other electronic services, and quotation and last sale information will
be available via the CTA high-speed line. The Web site for the Funds
will include a form of the prospectus for the Funds and additional data
relating to NAV and other applicable quantitative information.
Moreover, prior to the commencement of trading, the Exchange will
inform its ETP 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 a Fund's holdings, the IOPV, 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 products that will
enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, FINRA, on behalf of the
Exchange, will communicate as needed regarding trading in the Shares of
the Funds, as well as underlying equity securities (including exchange-
listed Depositary Receipts and tracking stocks) and futures with other
markets and other entities that are members of the ISG, and FINRA, on
behalf of the Exchange, may obtain trading information regarding
trading in the Shares of the Funds as well as underlying equity
securities and futures from such markets and other entities. The
Exchange may obtain information regarding trading in the Shares of the
Funds as well as underlying equity securities (including exchange-
listed Depositary Receipts and tracking stocks) and futures from ISG
member markets or markets with which the Exchange has in place a
comprehensive surveillance sharing agreement. In addition, as noted
above, investors will have ready access to information regarding a
Fund's holdings, the IOPV, the Disclosed Portfolio, and quotation and
last sale information for the Shares. The proposed rule change would
benefit investors by providing them with additional choice of
transparent and tradeable products.

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 other
actively-managed exchange-traded products that hold equity securities
and 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 up to 90 days after
publication (i) as the Commission may designate if it finds such longer
period to be appropriate and publishes its reasons for so finding or
(ii) as to which the self-regulatory organization consents, the
Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2013-138 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-2013-138. 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-2013-138 and should
be submitted on or before January 23, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\34\
---------------------------------------------------------------------------

    \34\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Lynn Powalski,
Deputy Secretary.
[FR Doc. 2013-31372 Filed 12-31-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 83, Number 199 (Monday, October 15, 2018)]
[Notices]
[Pages 52022-52023]
[FR Doc No: 2018-22290]

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

SECURITIES AND EXCHANGE COMMISSION

Submission for OMB Review; Comment Request

Upon Written Request Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736.

Extension:
    Form TH SEC File No. 270-377, OMB Control No. 3235-0425
    Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') has submitted to the Office of Management
and Budget this request for extension of the previously approved
collection of information discussed below.
    Form TH (17 CFR 239.65, 249.447, 269.10 and 274.404) under the
Securities Act of 1933 (15 U.S.C. 77a et seq.), the Securities Exchange
Act of 1934 (15 U.S.C. 78a et seq.), the Trust Indenture Act of 1939
(15 U.S.C. 77aaa et seq.) and the Investment Company Act of 1940 (15
U.S.C. 80a-1 et seq.) is used by registrants to notify the Commission
that an electronic filer is relying on the temporary hardship exemption
for the filing of a document in paper form that would otherwise be
required to be filed electronically as required by Rule 201(a) of
Regulation S-T. (17 CFR. 232.201(a)). Form TH is a public document and
is filed on occasion. Form TH must be filed every time an electronic
filer experiences unanticipated technical difficulties preventing the
timely preparation and submission of a required electronic filing.
Approximately 5 registrants file Form TH and it takes an estimated 0.33
hours per response for a total annual burden of 2 hours (0.33 hours per
response x 5 responses).
    An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a
currently valid control number.
    The public may view the background documentation for this
information collection at the following website, www.reginfo.gov.
Comments should be directed to: (i) Desk Officer for the Securities and
Exchange Commission, Office of Information and Regulatory Affairs,
Office of Management and Budget, Room 10102, New Executive Office
Building, Washington, DC 20503, or by sending an email to:
[email protected]; and (ii) Charles Riddle, Acting Director/
Chief Information Officer, Securities and Exchange Commission, c/o
Candace Kenner, 100 F Street NE, Washington, DC 20549 or send an email
to: [email protected]. Comments must be submitted to OMB within 30
days of this notice.

    Dated: October 9, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-22290 Filed 10-12-18; 8:45 am]
 BILLING CODE 8011-01-P


Lydia Wegman/RTP/USEPA/US

06/17/2008 06:07 PM

To

<EMAIL_ADDRESS><EMAIL_ADDRESS>
cc

Ron Evans/RTP/USEPA/US@EPA, <EMAIL_ADDRESS>Neal
Fann/RTP/USEPA/US@EPA, Charles Fulcher/RTP/USEPA/US@EPA, Darryl
Weatherhead/RTP/USEPA/US@EPA, Tom Walton/RTP/USEPA/US@EPA, Tricia
Crabtree/RTP/USEPA/US@EPA, <EMAIL_ADDRESS>
Subject

Re: Fw: Draft draft note to Art's fax on Pb NAAQS RIA.

Art and Heidi,

Thanks for your comments on the Pb RIA.  Here are our responses to the
comments you faxed to us:

--We will eliminate the net benefits calculations throughout the
document.

--We will incorporate your specific edits to the Executive Summary,
including deletion of the table summarizing costs and benefits, with two
very minor exceptions.

	For clarity for the reader, we are keeping the headers that appear
to have been deleted in the list of uncertainties (“Air Quality Data,
Modeling and Emissions”, “Costs”, and “Benefits.”)

	We would like to retain the following parenthetical to the third
bullet in Section 4 of the Executive Summary, which provides the reader
with important information:

EPA received a petition from Friends of the Earth requesting that the
Agency find that aircraft lead emissions may reasonably be anticipated
to endanger the public health or welfare, and to take action to control
lead emissions from piston-engine aircraft.  EPA, in coordination with
FAA, is analyzing the petition.

--We are fine with citing the use of 2002 blood lead levels as one of
several inconsistencies, and saying that those inconsistencies, taken
together, were the reason for not directly comparing costs and benefits.
 We propose adding the following paragraph, adapted from the first page
of Chapter 5 (benefits) to the Executive Summary and Chapter 7:

In addition, this RIA seeks to estimate both costs and benefits for the
year 2020; however this draft represents initial estimates using a 2002
baseline blood lead level, resulting in a possible overestimate of
benefits in the year 2020.  Prior to completion of the final RIA, EPA
will investigate updating the baseline to reflect expected effects on
blood lead levels of other rules that may reduce emissions of lead, to
the extent technically feasible.

In addition, here is our proposed language, starting from the material
in your fax, addressing the decision not to provide net benefits
calculations:

As a result of some of the methodological considerations and
uncertainties outlined above, this proposed RIA does not present a
comparison of the estimated benefits and costs, or a net benefits
calculation associated with each of the standard level alternatives
under consideration.  EPA has activities underway to make improvements
to both cost and benefit calculations  for the final RIA, recognizing
that there will remain
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--In the second line in the opening paragraph of the Executive Summary,
we would insert your language to address your concern about identifying
the uncertainties in this analysis in the beginning of the ES:   "There
are important overall data limitations and uncertainties in these
estimates.  These limitations and uncertainties are described in detail
in section ES 4, below."

We hope these changes address all of your concerns.  Please let us know.

Lydia


[Federal Register: January 3, 2008 (Volume 73, Number 2)]
[Notices]
[Page 535]
[DOCID:fr03ja08-66]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Summary Notice No. PE-2007-52]

Petition for Exemption; Summary of Petition Received

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of petition for exemption received.

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SUMMARY: This notice contains a summary of a petition seeking relief
from specified requirements of 14 CFR. The purpose of this notice is to
improve the public's awareness of, and participation in, this aspect of
FAA's regulatory activities. Neither publication of this notice nor the
inclusion or omission of information in the summary is intended to
affect the legal status of any petition or its final disposition.

DATES: Comments on this petition must identify the petition docket
number involved and must be received on or before January 23, 2008.

ADDRESSES: You may send comments identified by Docket Number FAA-2007-
0107 using any of the following methods:
     Government-wide rulemaking Web site: Go to http://www.regulations.gov
 and follow the instructions for sending your

comments electronically.
     Mail: Send comments to the Docket Management Facility;
U.S. Department of Transportation, 1200 New Jersey Avenue, SE., West
Building Ground Floor, Room W12-140, Washington, DC 20590.
     Fax: Fax comments to the Docket Management Facility at
202-493-2251.
     Hand Delivery: Bring comments to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue, SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.
    Docket: To read background documents or comments received, go to
http://www.regulations.gov at any time or to the Docket Management

Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue, SE., Washington, DC, between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.
    Privacy: We will post all comments we receive, without change, to
http://www.regulations.gov, including any personal information you

provide. Using the search function of our docket Web site, anyone can
find and read the comments received into any of our dockets, including
the name of the individual sending the comment (or signing the comment
for an association, business, labor union, etc.). You may review DOT's
complete Privacy Act Statement in the Federal Register published on
April 11, 2000 (65 FR 19477-78).

FOR FURTHER INFORMATION CONTACT: Pat Nininger<PHONE_NUMBER>, FAA
Central Regional Office, 901 Locust St., Kansas City, MO 64106 or
Frances Shaver<PHONE_NUMBER>, Office of Rulemaking, Federal Aviation
Administration, 800 Independence Avenue, SW., Washington, DC 20591.
    This notice is published pursuant to 14 CFR 11.85.

Pamela Hamilton-Powell,
Director, Office of Rulemaking.

Petition for Exemption

    Docket No.: FAA-2007-0107.
    Petitioner: Cessna Aircraft Company.
    Section of 14 CFR Affected: Sec.  23.562(a).
    Description of Relief Sought: Petitioner requests relief from the
requirements of Sec.  23.562(a) for side facing seats in the Cessna
Model 525C aircraft. If granted, the petitioner would be allowed to
obtain a type certificate with guidelines applied to side facing seat
criteria framed by the Transport Airplane Directorate policy, which
includes existing criteria, body-to-body contact, thoracic trauma,
pelvic loading, body-to-wall/furnishing contact and occupant retention.

[FR Doc. E7-25526 Filed 1-2-08; 8:45 am]

BILLING CODE 4910-13-P