[Federal Register Volume 85, Number 2 (Friday, January 3, 2020)]
[Notices]
[Pages 357-367]
[FR Doc No: 2019-28413]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87866; File No. SR-NYSEArca-2019-95]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To Adopt NYSE Arca Rule 8.602-E To Permit the
Listing and Trading of Actively Managed Solution Shares and To List and
Trade Shares of the Natixis ETF Under Proposed NYSE Arca Rule 8.602-E

December 30, 2019.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on December 23, 2019, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to adopt new NYSE Arca Rule 8.602-E to permit
it to list and trade Actively Managed Solution Shares, which are shares
of actively managed exchange-traded funds for which the portfolio is
disclosed in accordance with standard mutual fund disclosure rules. In
addition, the Exchange proposes to list and trade shares of the
following under proposed NYSE Arca Rule 8.602-E: Natixis ETF. The
proposed change is available on the Exchange's website 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 add new NYSE Arca Rule 8.602-E for the
purpose of permitting the listing and trading, or trading pursuant to
unlisted trading privileges (``UTP''), of Actively Managed Solution
Shares, which are securities issued by an actively managed open-end
investment management company. The Exchange also proposes to list and
trade shares (``Shares'') of the following under proposed NYSE Arca
Rule 8.602-E: Natixis ETF (the ``Fund'').
Proposed Listing Rules
    Proposed Rule 8.602-E(a) provides that the Exchange will consider
for trading, whether by listing or pursuant to UTP, Actively Managed
Solution Shares that meet the criteria of Rule 8.602-E.
    Proposed Rule 8.602-E(b) provides that Rule 8.602-E is applicable
only to Actively Managed Solution Shares and that, except to the extent
inconsistent with Rule 8.602-E, or unless the context otherwise
requires, the rules and procedures of the Exchange's Board of Directors
shall be applicable to the trading on the Exchange of such securities.
Proposed Rule 8.602-E(b) provides further that Actively Managed
Solution Shares are included within the definition of ``security'' or
``securities'' as such terms are used in the Rules of the Exchange.
    Proposed Rule 8.602-E(c)(1) defines the term ``Actively Managed
Solution Shares'' as a security that (a) represents an interest in a
registered investment company (``Investment Company'') organized as an
open-end management investment company that invests in a portfolio of
securities selected by the Investment Company's investment adviser
consistent with the Investment Company's investment objectives and
policies; (b) is issued in a specified aggregate minimum number of
shares equal to a Creation Unit, or multiples thereof, in return for a
designated portfolio of securities (and/or an amount of cash) with a
value equal to the next determined net asset value; and (c) when
aggregated in the same specified aggregate number of shares, or
multiples thereof, may be redeemed at the request of an Authorized
Participant (as defined in the applicable Investment Company
prospectus), which Authorized Participant will be paid a portfolio of
securities and/or cash with a value equal to the next determined net
asset value (``NAV'').
    Proposed Rule 8.602-E(c)(2) defines the term ``Actual Portfolio''
as the aggregation of securities held by a series of Actively Managed
Solution Shares, which aggregation is periodically disclosed in
accordance with requirements applicable to open-end management
investment companies registered under the Investment Company Act of
1940 (``1940 Act'').
    Proposed Rule 8.602-E(c)(3) defines the term ``Proxy Portfolio'' as
a basket of cash and securities that differs from the Actual Portfolio
of a series of Actively Managed Solution Shares and that is intended to
closely track the daily performance of the Actual Portfolio on any
trading day. The Proxy Portfolio will be disseminated each business day
on the website for each series of Actively Managed Solution Shares.
    Proposed Rule 8.602-E(c)(4) defines the term ``Creation Unit'' as a
specified minimum number of Actively Managed Solution Shares issued by
an Investment Company at the request of an

Authorized Participant in return for a designated portfolio of
securities (and/or an amount of cash) specified each day and a
specified minimum number of Actively Managed Solution Shares that may
be redeemed to an Investment Company at the request of an Authorized
Participant in return for a portfolio of securities and/or cash,
consistent with the Investment Company's investment objectives and
policies.
    Proposed Rule 8.602-E(c)(5) defines the term ``Reporting
Authority'' in respect of a particular series of Actively Managed
Solution Shares means the Exchange, the exchange that lists a
particular series of Actively Managed Solution Shares (if the Exchange
is trading such series pursuant to unlisted trading privileges), an
institution, or a reporting service designated by the issuer of a
series of Actively Managed Solution Shares as the official source for
calculating and reporting information relating to such series,
including the net asset value, or other information relating to the
issuance, redemption or trading of Actively Managed Solution Shares. A
series of Actively Managed Solution Shares may have more than one
Reporting Authority, each having different functions.
    Proposed Rule 8.602-E(c)(6) defines the term ``normal market
conditions'' as including, but not limited to, the absence of trading
halts in the applicable financial markets generally; operational issues
(e.g., systems failure) causing dissemination of inaccurate market
information; or force majeure type events such as natural or manmade
disaster, act of God, armed conflict, act of terrorism, riot or labor
disruption or any similar intervening circumstance.
    Proposed Rule 8.602-E(d) sets forth initial and continued listing
criteria applicable to Actively Managed Solution Shares. Proposed Rule
8.602-E(d)(1)(A) provides that, for each series of Actively Managed
Solution Shares, the Exchange will establish a minimum number of
Actively Managed Solution Shares required to be outstanding at the time
of commencement of trading on the Exchange. In addition, proposed Rule
8.602-E(d)(1)(B) provides that the Exchange will obtain a
representation from the issuer of each series of Actively Managed
Solution Shares that the NAV per share for the series will be
calculated daily and that the NAV will be made available to all market
participants at the same time.\4\ Proposed Rule 8.602-E(d)(1)(C)
provides that all Actively Managed Solution Shares shall have a stated
investment objective, which shall be adhered to under normal market
conditions.
---------------------------------------------------------------------------

    \4\ NYSE Arca Rule 7.18-E(d)(2) (``Halts of Derivative
Securities Products Listed on the NYSE Arca Marketplace'') provides
that, with respect to Derivative Securities Products listed on the
NYSE Arca Marketplace for which a net asset value is disseminated,
if the Exchange becomes aware that the net asset value is not being
disseminated to all market participants at the same time, it will
halt trading in the affected Derivative Securities Product on the
NYSE Arca Marketplace until such time as the net asset value is
available to all market participants.
---------------------------------------------------------------------------

    Proposed Rule 8.602-E(d)(2) provides that each series of Actively
Managed Solution Shares will be listed and traded subject to
application of the following continued listing criteria:
    Proposed Rule 8.602-E(d)(2)(A) provides that the Exchange will
consider the suspension of trading in, and will commence delisting
proceedings under Rule 5.5-E(m) of, a series of Actively Managed
Solution Shares under any of the following circumstances:
    (i) If any of the continued listing requirements set forth in Rule
8.602-E are not continuously maintained;
    (ii) if any of the statements or representations regarding (a) the
description of the portfolio, (b) limitations on portfolio holdings, or
(c) the applicability of Exchange listing rules, specified in the
Exchange's rule filing pursuant to Section 19(b) of the Securities
Exchange Act of 1934 to permit the listing and trading of a series of
Actively Managed Solution Shares, is not continuously maintained; or
    (iii) if such other event shall occur or condition exists which, in
the opinion of the Exchange, makes further dealings on the Exchange
inadvisable.
    Proposed Rule 8.602-E(d)(2)(B) provides that, upon notification to
the Exchange by the issuer of a series of Actively Managed Solution
Shares that the NAV with respect to such series is not disseminated to
all market participants at the same time, it will halt trading in such
series until such time as the NAV is available to all market
participants. The Exchange may also halt trading at the request of the
investment adviser to a series of Actively Managed Solution Shares upon
notification to the Exchange by the issuer of such series that the
securities representing 10% or more of the Actual Portfolio for such
series do not have readily available market quotations, and during
times of unusual market volatility where a significant portion of such
series' Actual Portfolio are subject to a trading halt or have a last
trade price that the investment adviser deems unreliable, if the
investment adviser determines that it is in the best interest of such
series.
    Proposed Rule 8.602-E(d)(2)(C) provides that, upon termination of
an Investment Company, the Exchange requires that Actively Managed
Solution Shares issued in connection with such entity be removed from
Exchange listing.
    Proposed Rule 8.602-E(d)(2)(D) provides that voting rights shall be
as set forth in the applicable Investment Company prospectus.
    Proposed Rule 8.602-E(e), which relates to limitation of Exchange
liability, provides that neither the Exchange, the Reporting Authority,
nor any agent of the Exchange shall have any liability for damages,
claims, losses or expenses caused by any errors, omissions, or delays
in calculating or disseminating any current portfolio value; the
current value of the portfolio of securities required to be deposited
to the Investment Company in connection with issuance of Actively
Managed Solution Shares; the amount of any dividend equivalent payment
or cash distribution to holders of Actively Managed Solution Shares;
net asset value; or other information relating to the purchase,
redemption, or trading of Actively Managed Solution Shares, resulting
from any negligent act or omission by the Exchange, the Reporting
Authority or any agent of the Exchange, or any act, condition, or cause
beyond the reasonable control of the Exchange, its agent, or the
Reporting Authority, including, but not limited to, an act of God;
fire; flood; extraordinary weather conditions; war; insurrection; riot;
strike; accident; action of government; communications or power
failure; equipment or software malfunction; or any error, omission, or
delay in the reports of transactions in one or more underlying
securities.
    Proposed Commentary .01 to NYSE Arca Rule 8.602-E provides that the
Exchange will file separate proposals under Section 19(b) of the
Securities Exchange Act of 1934 before the listing and trading of
Actively Managed Solution Shares. All statements or representations
contained in such rule filing regarding (a) the description of the
portfolio, (b) limitations on portfolio holdings, or (c) the
applicability of Exchange listing rules specified in such rule filing
will constitute continued listing requirements. An issuer of such
securities must notify the Exchange of any failure to comply with such
continued listing requirements.
    Proposed Commentary .02 to NYSE Arca Rule 8.602-E provides that the
Exchange will implement and maintain

written surveillance procedures for Actively Managed Solution Shares.
    Proposed Commentary .03 to NYSE Arca Rule 8.602-E provides that, if
the investment adviser to the Investment Company issuing Actively
Managed Solution Shares is registered as a broker-dealer or is
affiliated with a broker-dealer such investment adviser will erect and
maintain a ``fire wall'' between the investment adviser and personnel
of the broker-dealer or broker-dealer affiliate, as applicable, with
respect to access to information concerning the composition of and/or
changes to such Investment Company's Actual Portfolio or the applicable
Proxy Portfolio. Personnel who make decisions on the Investment
Company's Actual Portfolio or the applicable Proxy Portfolio
composition must be subject to procedures designed to prevent the use
and dissemination of material nonpublic information regarding the
applicable Investment Company Actual Portfolio or Proxy Portfolio.\5\
---------------------------------------------------------------------------

    \5\ The Exchange will propose applicable NYSE Arca listing fees
for Actively Managed Solution Shares in the NYSE Arca Equities
Schedule of Fees and Charges via a separate proposed rule change.
---------------------------------------------------------------------------

Key Features of Actively Managed Solution Shares
    While funds issuing Actively Managed Solution Shares will be
actively-managed and, to that extent, will be similar to Managed Fund
Shares, Actively Managed Solution Shares differ from Managed Fund
Shares in the following important respects. First, in contrast to
Managed Fund Shares, which are actively-managed funds listed and traded
under NYSE Arca Rule 8.600-E \6\ and for which a ``Disclosed
Portfolio'' is required to be disseminated at least once daily,\7\ the
portfolio for an issue of Actively Managed Solution Shares will be
disclosed at least quarterly in accordance with normal disclosure
requirements otherwise applicable to open-end management investment
companies registered under the 1940 Act.\8\ The composition of the
portfolio of an issue of Actively Managed Solution Shares would not be
available at commencement of Exchange listing and trading. Second,
Actively Managed Solution Shares would not publish their full portfolio
contents daily. Instead, Actively Managed Solution Shares would utilize
a proxy portfolio methodology, as described below (the ``NYSE Proxy
Portfolio Methodology'') that would allow market participants to assess
the intraday value and associated risk of a fund's then-current
portfolio (the ``Actual Portfolio'') and thereby facilitate the
purchase and sale of shares by investors in the secondary market at
prices that do not vary materially from their NAV.\9\ The NYSE Proxy
Portfolio Methodology would utilize creation of a proxy portfolio
(``Proxy Portfolio'') for hedging and arbitrage purposes.\10\ Daily
disclosure of Proxy Portfolio contents, Proxy Overlap and related
metrics, as described below (the ``Proxy Portfolio Disclosures''),
would permit effective hedging of risks associated with arbitrage and
market making activities concerning a series of Actively Managed
Solution Shares, permitting market making in Actively Managed Solution
Shares with reasonable bid/ask spreads. In essence, the Proxy Portfolio
Disclosures should permit market making in fund shares that keeps bid/
ask spreads narrow and the secondary market prices of fund shares at or
close to NAV.
---------------------------------------------------------------------------

    \6\ The Commission has previously approved listing and trading
on the Exchange of a number of issues of Managed Fund Shares under
NYSE Arca Rule 8.600-E. 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 of Dent Tactical ETF); 63076 (October 12, 2010),
75 FR 63874 (October 18, 2010) (SR-NYSEArca-2010-79) (order
approving Exchange listing and trading of Cambria Global Tactical
ETF); 63802 (January 31, 2011), 76 FR 6503 (February 4, 2011) (SR-
NYSEArca-2010-118) (order approving Exchange listing and trading of
the SiM Dynamic Allocation Diversified Income ETF and SiM Dynamic
Allocation Growth Income ETF). The Commission also has approved a
proposed rule change relating to generic listing standards for
Managed Fund Shares. Securities Exchange Act Release No. 78397 (July
22, 2016), 81 FR 49320 (July 27, 2016 (SR-NYSEArca-2015-110)
(amending NYSE Arca Equities Rule 8.600 to adopt generic listing
standards for Managed Fund Shares).
    \7\ NYSE Arca Rule 8.600-E(c)(2) defines the term ``Disclosed
Portfolio'' as the identities and quantities of the securities and
other assets held by the Investment Company that will form the basis
for the Investment Company's calculation of net asset value at the
end of the business day. NYSE Arca Rule 8.600-E(d)(2)(B)(i) requires
that the Disclosed Portfolio will be disseminated at least once
daily and will be made available to all market participants at the
same time.
    \8\ A mutual fund is required to file with the Commission its
complete portfolio schedules for the second and fourth fiscal
quarters on Form N-CSR under the 1940 Act, and is required to file
its complete portfolio schedules each month on Form N-PORT under the
1940 Act, within 60 days of the end of each month. Information
reported on Form N-PORT for the third month of the Fund's fiscal
quarter will be made publicly available 60 days after the end of the
Fund's fiscal quarter. These forms are available to the public on
the Commission's website at www.sec.gov.
    \9\ The NYSE Proxy Portfolio Methodology is owned by the NYSE
Group, Inc. and licensed for use by the Fund. NYSE Group, Inc. is
not affiliated with the Fund, Adviser or Distributor.
    \10\ With respect to the Fund, the Fund will have in place
policies and procedures regarding the construction and composition
of its Proxy Portfolio. Such policies and procedures will be covered
by the Fund's compliance program and other requirements under Rule
38a-1 under the 1940 Act.
---------------------------------------------------------------------------

    The Exchange, after consulting with various Lead Market Makers that
trade exchange-traded funds (``ETFs'') on the Exchange, believes that
market makers will be able to make efficient and liquid markets priced
near the NAV in light of the daily Proxy Portfolio Disclosures, and
market makers employ market making techniques such as ``statistical
arbitrage,'' including correlation hedging, beta hedging, and
dispersion trading, which is currently used throughout the financial
services industry, to make efficient markets in exchange-traded
products.\11\ This ability should permit market makers to make
efficient markets in an issue of Actively Managed Solution Shares
without precise knowledge of a fund's underlying portfolio.
---------------------------------------------------------------------------

    \11\ Statistical arbitrage enables a trader to construct an
accurate proxy for another instrument, allowing it to hedge the
other instrument or buy or sell the instrument when it is cheap or
expensive in relation to the proxy. Statistical analysis permits
traders to discover correlations based purely on trading data
without regard to other fundamental drivers. These correlations are
a function of differentials, over time, between one instrument or
group of instruments and one or more other instruments. Once the
nature of these price deviations have been quantified, a universe of
securities is searched in an effort to, in the case of a hedging
strategy, minimize the differential. Once a suitable hedging proxy
has been identified, a trader can minimize portfolio risk by
executing the hedging basket. The trader then can monitor the
performance of this hedge throughout the trade period making
correction where warranted. In the case of correlation hedging, the
analysis seeks to find a proxy that matches the pricing behavior of
a fund. In the case of beta hedging, the analysis seeks to determine
the relationship between the price movement over time of a fund and
that of another stock.
---------------------------------------------------------------------------

    The Exchange understands that traders use statistical analysis to
derive correlations between different sets of instruments to identify
opportunities to buy or sell one set of instruments when it is
mispriced relative to the others. For Actively Managed Solution Shares,
market makers may use the knowledge of a fund's means of achieving its
investment objective, as described in the applicable fund registration
statement, together with the Proxy Portfolio Disclosures to manage a
market maker's quoting risk in connection with trading Fund Shares.
Market makers can then conduct statistical arbitrage between Proxy
Portfolio and shares of a fund, buying and selling one against the
other over the course of the trading day. They will evaluate how the
Proxy Portfolio performed in comparison to the price of a fund's
shares, and use that analysis as well as knowledge of risk metrics,
such as volatility and turnover, to provide a more efficient hedge.

    Market makers have indicated to the Exchange that there will be
sufficient data to run a statistical analysis which will lead to
spreads being tightened substantially around NAV of a fund's shares.
This is similar to certain other existing exchange traded products (for
example, ETFs that invest in foreign securities that do not trade
during U.S. trading hours), in which spreads may be generally wider in
the early days of trading and then narrow as market makers gain more
confidence in their real-time hedges.
Description of the Fund and the Trust
    The Fund will be a series of Natixis ETF Trust II (``Trust''),
which will be registered with the Commission as an open-end management
investment company.\12\
---------------------------------------------------------------------------

    \12\ The Trust is registered under the 1940 Act. On December 12,
2019, the Trust filed a registration statement on Form N-1A under
the Securities Act of 1933 (the ``1933 Act'') (15 U.S.C. 77a), and
under the 1940 Act relating to the Fund (File Nos. 333-235466 and
811-23500) (the ``Registration Statement''). The Trust and NYSE
Group, Inc. filed a Seventh Amended and Restated Application for an
Order under Section 6(c) of the 1940 Act for exemptions from various
provisions of the 1940 Act and rules thereunder (File No. 812-
14870), dated October 21, 2019 (``Application''). On November 14,
2019, the Commission issued a notice regarding the Application.
Investment Company Release No. 33684 (File No. 812-14870). On
December 10, 2019, the Commission issued an order (``Exemptive
Order'') under the 1940 Act granting the exemptions requested in the
Application (Investment Company Act Release No. 33711 (December 10,
2019)). Investments made by the Fund will comply with the conditions
set forth in the Application and the Exemptive Order. The
description of the operation of the Trust and the Fund herein is
based, in part, on the Registration Statement and the Application.
---------------------------------------------------------------------------

    Natixis Advisors, L.P. (``Adviser'') will be the investment adviser
to the Fund. ALPS Distributors, Inc. will act as the distributor and
principal underwriter (``Distributor'') for the Fund.
    Proposed Commentary .03 to NYSE Arca Rule 8.602-E provides that, if
the investment adviser to the Investment Company issuing Actively
Managed Solution Shares is registered as a broker-dealer or is
affiliated with a broker-dealer such investment adviser will erect and
maintain a ``fire wall'' between the investment adviser and personnel
of the broker-dealer or broker-dealer affiliate, as applicable, with
respect to access to information concerning the composition and/or
changes to such Investment Company's Actual Portfolio or the applicable
Proxy Portfolio. Personnel who make decisions on the Investment
Company's Actual Portfolio or the applicable Proxy Portfolio
composition must be subject to procedures designed to prevent the use
and dissemination of material nonpublic information regarding the
applicable Investment Company Actual Portfolio or Proxy Portfolio.
Proposed Commentary .03 is similar to Commentary .03(a)(i) and (iii) to
NYSE Arca Rule 5.2-E(j)(3); however, Commentary .03, 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.\13\ The Adviser is not registered as a broker-dealer but is
affiliated with a broker-dealer. The Adviser has implemented and will
maintain a ``fire wall'' with respect to such broker-dealer affiliate
regarding access to information concerning the composition of and/or
changes to the Fund's portfolio.
---------------------------------------------------------------------------

    \13\ 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 will be
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
violations, 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.
---------------------------------------------------------------------------

    In the event (a) the Adviser or any sub-adviser becomes registered
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 and maintain
a fire wall with respect to its relevant personnel or its broker-dealer
affiliate regarding access to information concerning the composition
and/or changes to the portfolio, and will be subject to procedures
designed to prevent the use and dissemination of material non-public
information regarding such portfolio.
Actively Managed Solution Shares
    According to the Application, the Adviser believes Actively Managed
Solution Shares would allow for efficient trading of Shares through an
effective Fund portfolio transparency substitute and publication of
related informative metrics, while still shielding the identity of the
full Fund portfolio contents to protect the Fund's performance-seeking
strategies. Even though the Fund would not publish its full portfolio
contents daily, the Adviser believes that the NYSE Proxy Portfolio
Methodology would allow market participants to assess the intraday
value and associated risk of the Fund's then-current portfolio (the
``Actual Portfolio''). As a result, the Adviser believes that investors
would be able to purchase and sell Shares in the secondary market at
prices that are close to their NAV. An important part of the NYSE Proxy
Portfolio Methodology would be the creation of the Proxy Portfolio. As
noted above, daily disclosure of the Proxy Portfolio Disclosures would
also allow the Fund to permit effective arbitrage, including hedging of
investors' positions in Shares.
    The Adviser believes Actively Managed Solution Shares would benefit
investors by allowing them to access a greater choice of active
portfolio managers in an ETF structure, which provides benefits over
traditional mutual funds such as brokerage account transactional
efficiencies, lower fund costs, tax efficiencies and intraday
liquidity.
Natixis ETF
    According to the Registration Statement, the Fund will invest only
in ETFs,\14\ exchange-traded notes (``ETNs''),\15\ U.S. exchange-traded
common stocks, common stocks listed on a foreign exchange that trade on
such exchange contemporaneously with the Shares (``foreign common
stocks'') in the Exchange's Core Trading Session (normally 9:30 a.m.
and 4:00 p.m., Eastern time (``E.T.'')), U.S. exchange-traded preferred
stocks, U.S. exchange-traded American Depositary Receipts
(``ADRs''),\16\ U.S. exchange-traded real estate investment trusts,
U.S. exchange-traded commodity pools, U.S. exchange-traded metals
trusts, U.S. exchange-

traded currency trusts and U.S. exchange-traded futures \17\ that trade
contemporaneously with Fund Shares, as well as cash and cash
equivalents (together, the ``Permissible Investments'').\18\ The Fund
will not hold short positions or invest in derivatives other than U.S.
exchange-traded futures. The Fund will not borrow for investment
purposes.
---------------------------------------------------------------------------

    \14\ For purposes of this filing, ``ETFs'' are Investment
Company Units (as described in NYSE Arca Rule 5.2-E(j)(3));
Portfolio Depositary Receipts (as described in NYSE Arca Rule 8.100-
E); and Managed Fund Shares (as described in NYSE Arca Rule 8.600-
E). All ETFs will be listed and traded in the U.S. on a national
securities exchange.
    \15\ ETNs are Index-Linked Securities as described in NYSE Arca
Rule 5.2-E(j)(6).
    \16\ ADRs are issued by a U.S. financial institution (a
``depositary'') and evidence ownership in a security or pool of
securities issued by a foreign issuer that have been deposited with
the depositary. Each ADR will be registered under the Securities Act
on Form F-6.
    \17\ Exchange-traded futures are U.S. listed futures contracts
where the future contract's reference asset is an asset that the
Fund could invest in directly, or in the case of an index future, is
based on an index of a type of asset that the Fund could invest in
directly, such as an S&P 500 index future. All futures contracts
that the Fund may invest in will be traded on a U.S. futures
exchange.
    \18\ For purposes of this filing, cash equivalents are short-
term U.S. Treasury securities, government money market funds, and
repurchase agreements.
---------------------------------------------------------------------------

    Under normal market conditions,\19\ the Fund will primarily invest
in common stocks of U.S. companies. The Fund generally will invest in
securities of larger capitalization companies in any industry.
---------------------------------------------------------------------------

    \19\ The term ``normal market conditions'' is defined in
proposed Rule 8.602-E(c)(6).
---------------------------------------------------------------------------

The NYSE Proxy Portfolio Methodology
    According to the Application, the goal of the NYSE Proxy Portfolio
Methodology is to permit a fund's Proxy Portfolio, during all market
conditions, to track closely the daily performance of a fund's Actual
Portfolio and minimize intra-day misalignment between the performance
of the Proxy Portfolio and the performance of the Actual Portfolio. The
Proxy Portfolio is designed to reflect the economic exposures and the
risk characteristics of the Actual Portfolio on any given trading day.
The Adviser and the Exchange believe that the Proxy Portfolio
Disclosures will enable arbitrageurs and market participants to use the
component securities and their weightings in the Proxy Portfolio to
calculate intraday values that approximate the value of the securities
in the Actual Portfolio and, based thereon, assess whether the market
price of the Shares is higher or lower than the approximate
contemporaneous value of the Actual Portfolio and engage in arbitrage
and hedging activities. These activities will help ensure that fund
market prices remain close to a fund's NAV per Share. In addition, the
Proxy Portfolio Disclosures generated by the NYSE Proxy Portfolio
Methodology will allow for effective hedging activities by market
makers, which will facilitate narrow bid/ask spreads for shares.
The Proxy Portfolio
    According to the Application, the Proxy Portfolio is designed to
recreate the daily performance of the Actual Portfolio. This is
achieved by performing a ``Factor Model'' analysis of the Actual
Portfolio. The Factor Model is comprised of three sets of factors or
analytical metrics: Market-based factors, fundamental factors, and
industry/sector factors.
    The Fund, utilizing the NYSE Proxy Portfolio Methodology, will have
a universe of securities (the ``Model Universe'') that will be used to
generate the Fund's Proxy Portfolio. The Model Universe will be
comprised of securities that the Fund can purchase and will be a
financial index or stated portfolio of securities from which Fund
investments will be selected. For example, the Model Universes could be
the S&P 500 Index, the Russell 1000 Index or the 3,000 largest U.S.-
listed equity securities.
    The results of the Factor Model analysis of the Fund's Actual
Portfolio are then applied to the Fund's Model Universe. The daily
rebalanced Proxy Portfolio is then generated as a result of this Model
Universe analysis with the Proxy Portfolio being a small sub-set of the
Model Universe.\20\ Consequently, the Factor Model is applied to both
the Actual Portfolio and the Model Universe to construct the Fund's
Proxy Portfolio that performs in a manner substantially identical to
the performance of its Actual Portfolio. The Proxy Portfolio will only
include Permissible Investments.
---------------------------------------------------------------------------

    \20\ As a part of the Proxy Portfolio generation process, a
restricted list is maintained to ensure that if one class of an
issuer's securities is excluded from (or included in) the Proxy
Portfolio, other classes of securities of the same issuer are
excluded from the Proxy Portfolio.
---------------------------------------------------------------------------

    The Adviser believes that the mere inclusion of components in the
Proxy Portfolio that are not part of the Actual Portfolio will not have
a noticeable impact on the values of such components. As with the
Actual Portfolio, the assets that may be included in the Proxy
Portfolio are expected to be extremely liquid and it is highly unlikely
that either their inclusion in the Proxy Portfolio or the Creation
Basket (as defined below) \21\ would cause a change in the prices of
those securities, even during times of market volatility. The NYSE
Proxy Portfolio Methodology seeks to provide a mechanism whereby market
participants can assess the intraday value of the Actual Portfolio and,
therefore, by design seeks to exclude components from being included in
the Proxy Portfolio whose values may change solely by virtue of being
included in the Proxy Portfolio or Creation Basket.
---------------------------------------------------------------------------

    \21\ As discussed below, the Creation Basket will include the
same names and quantities as the Fund's Proxy Portfolio, subject to
cash substitutions.
---------------------------------------------------------------------------

    According to the Application, most traditional ETFs are required to
provide full daily portfolio holding disclosure. As discussed below,
the Adviser believes that the ``Proxy Portfolio'' (as described below)
would be acceptable to market participants as a substitute for full
daily portfolio transparency. In particular, the Adviser believes that
the ``Proxy Portfolio Disclosures'' (as described below) resulting
daily from the NYSE Proxy Portfolio Methodology will provide sufficient
information to (1) allow for effective hedging by market participants
that will have the effect of keeping Share bid/ask spreads within a
narrow range that will foster liquid Share markets, and (2) support
arbitrage activities by Authorized Participants and other arbitrageurs
that will have the effect of keeping Fund Share trading prices at or
close to NAV per Share. The Adviser expects this to be the case
because, among other matters, the component securities included in the
daily Proxy Portfolio and their weightings can be used by market
participants to value and hedge the Actual Portfolio.
    The component securities included in the daily Proxy Portfolio and
their weightings will be used by market participants to value and hedge
the Actual Portfolio. If creation/redemption activity is necessary,
market makers will trade their residual risk at the market close to be
in line with the necessary positions provided in the creation/
redemption baskets. The Adviser represents that this well-known process
is utilized by market makers and does not add additional market risk to
the arbitrage and creation/redemption process. Thus, the Proxy
Portfolio is designed to obtain the benefit of a known pricing process.
    As discussed below, the ``Tracking Error'' between the NAV per
Share of the Actual Portfolio and value, on a per Share basis, of the
Fund's Proxy Portfolio would be calculated at the end of the trading
day and published before the opening of Fund Share trading on the
Exchange's Core Trading Session the next Business Day to provide
additional information to the market making community. Daily Tracking
Error publication will allow market participants to provide more
efficient markets and therefore narrower bid/ask spreads. The Adviser
believes this information, alongside the periodic Fund disclosures and
the other Proxy Portfolio Disclosures, will provide the level of detail
necessary to foster

efficient markets and support effective arbitrage functions.
    If the trading of a security held in the Fund's Actual Portfolio is
halted or otherwise does not have readily available market quotations,
the Adviser promptly will disclose on the Fund's website the identity
and weighting of such security for so long as such security's trading
is halted or otherwise does not have readily available market
quotations and remains in the Actual Portfolio. The Adviser believes
that this intraday corrective measure will allow sufficient market
information so that market participants can continue to engage in Share
arbitrage and hedging transactions effectively.
Hedging and Arbitrage Opportunities
    According to the Application, the Adviser believes that a reliable
fund share hedging vehicle, where Proxy Portfolio performance is
closely correlated to the Actual Portfolio performance, will reduce the
risk of arbitrage trading and will encourage market making activity
that drives Share market trading price closer to NAV per Share of the
Fund. The Adviser believes that market makers for the Shares would
determine bid/ask spreads for the Shares based primarily on the market
makers' costs to hedge their exposure to the Shares, much in the same
way that they determine bid/ask spreads for actively managed and
passive ETFs that are already listed and traded in the secondary
market. The prices and determination of effective hedging instruments
will be influenced by the expected Tracking Error and price
differentials between the Proxy Portfolio, which is fully disclosed,
and the expected NAV per Share that will be calculated at the end of
the trading day.
    According to the Application, historically, all active ETFs have
sought to facilitate market making activity and arbitrage trading by
providing full daily portfolio transparency. The Adviser believes that
market making activity and arbitrage trading can be facilitated for the
Fund by the information proposed to be provided to the market
including: The identity and quantity of the components in the highly
correlated Proxy Portfolio, Proxy Overlap, Tracking Error, and the last
publicly-disclosed Fund portfolio as well as the identity of the Fund's
benchmark index. The Adviser represents that, all other factors being
equal, the statistical analysis and case studies of Proxy Portfolio and
Actual Portfolio performance correlation indicate that market maker
bid/ask spreads for Shares should, on average, be similar to those of
active ETFs currently trading on exchanges.
    More specifically, because the Proxy Portfolio will be constructed
to generate performance that is correlated to the performance of the
Actual Portfolio, the Adviser believes that arbitrageurs and market
participants will be able to use the component securities and their
weightings in the Proxy Portfolio to calculate intraday values that
approximate the value of the securities in the Actual Portfolio. As
with existing fully transparent active ETFs, arbitrageurs and market
makers then would be able to assess whether the market price of the
Shares was higher or lower than the approximate contemporaneous value
of the Actual Portfolio securities, and to make arbitrage and hedging
decisions using the securities in the Proxy Portfolio.\22\
---------------------------------------------------------------------------

    \22\ According to the Application, the Adviser believes that it
is statistically impractical to replicate the Actual Portfolio in a
manner that would provide any trading advantage to a market
participant over a fund. A fund's daily disclosures, (e.g., Proxy
Portfolio Disclosures and other fund website information and
periodic disclosures) are insufficient to permit a third-party to
replicate the Fund's Actual Portfolio because the NYSE Proxy
Portfolio Methodology only uses lagged information regarding
purchases and sales occurring in the Actual Portfolio. Moreover, the
daily publication of the Creation Basket information is insufficient
to replicate the Actual Portfolio because it is based on the Proxy
Portfolio, the construction of which is discussed above. In using
the Proxy Portfolio, the intent is not to mask the entire Actual
Portfolio but only the current activity in the Actual Portfolio.
None of the Proxy Portfolio Disclosures provide up-to-date, granular
or frequent enough information about the Actual Portfolio to permit
replication of the Actual Portfolio or Fund investment strategies on
a current basis.
---------------------------------------------------------------------------

Daily Disclosures
    With respect to the Fund, the following information will comprise
the ``Proxy Portfolio Disclosures'' and will be publicly available on
the Fund's website before the commencement of trading in Shares on each
Business Day:
     The Proxy Portfolio holdings (including the identity and
quantity of investments in the Proxy Portfolio) will be publicly
available on the Fund's website before the commencement of trading in
Shares on each Business Day. The Proxy Portfolio will include the
following information for each portfolio holding in the Proxy
Portfolio: (1) Ticker symbol; (2) CUSIP or other identifier; (3)
description of holding; (4) quantity of each security or other asset
held; and (5) percentage weight of the holding in the Proxy Portfolio.
     The historical ``Tracking Error'' between the Fund's last
published NAV per share and the value, on a per Share basis, of the
Fund's Proxy Portfolio calculated as of the close of trading on the
prior Business Day will be publicly available on the Fund's website
before the commencement of trading in Shares each Business Day.
     The ``Proxy Overlap'' will be publicly available on the
Fund's website before the commencement of trading in Shares on each
Business Day. The Proxy Overlap is the percentage weight overlap
between the Proxy Portfolio's holdings compared to the Actual
Portfolio's holdings that formed the basis for the Fund's calculation
of NAV at the end of the prior Business Day. The Proxy Overlap will be
calculated by taking the lesser weight of each asset held in common
between the Actual Portfolio and the Proxy Portfolio and adding the
totals.
    Typical mutual fund-style annual, semi-annual and quarterly
disclosures contained in the Fund's Commission filings will also be
provided on the Fund's website on a current basis.\23\ Thus, the Fund
will publish the portfolio contents of its Actual Portfolio on a
periodic basis. In addition, the Fund will post on its website its NAV
per Share calculated after the close of trading on the prior Business
Day.\24\
---------------------------------------------------------------------------

    \23\ See note 8, supra.
    \24\ The Fund will have in place policies and procedures
regarding the construction and composition of its Proxy Portfolio.
Such policies and procedures will be covered by the Fund's
compliance program and other requirements under Rule 38a-1 under the
1940 Act.
---------------------------------------------------------------------------

Creations and Redemptions of Shares
    According to the Application, the ``Creation Basket'' (as defined
below) will be based on the Proxy Portfolio, which is designed to
approximate the value and performance of the Actual Portfolio. All
Creation Basket instruments will be valued in the same manner as they
are valued for purposes of calculating the Fund's NAV, and such
valuation will be made in the same manner regardless of the identity of
the purchaser or redeemer. Further, the total consideration paid for
the purchase or redemption of a Creation Unit of Shares will be based
on the NAV of the Fund, as calculated in accordance with the policies
and procedures set forth in its registration statement.
    As with the Proxy Portfolio, the Creation Basket will mask the
Fund's Actual Portfolio from full disclosure while at the same time
maximize benefits of the ETF structure to shareholders. In particular,
the Adviser believes that the ability of the Fund to take deposits and
make redemptions in-kind may aid in achieving the Fund's investment
objectives by allowing it to be more fully invested, minimizing cash
drag, and reducing flow-related trading

costs. In-kind transactions may also increase the Fund's tax efficiency
and promote efficient secondary market trading in Shares.
    According to the Application, the Trust will offer, issue and sell
Shares of the Fund to investors only in Creation Units through the
Distributor on a continuous basis at the NAV per Share next determined
after an order in proper form is received. The NAV of the Fund is
expected to be determined as of 4:00 p.m. E.T. on each Business Day.
The Trust will sell and redeem Creation Units of the Fund only on a
Business Day. Creation Units of the Fund may be purchased and/or
redeemed entirely for cash, as permissible under the procedures
described below. The Adviser anticipates that the trading price of a
Share will range from $10 to $100.
    In order to keep costs low and permit the Fund to be as fully
invested as possible, Shares will be purchased and redeemed in Creation
Units and generally on an in-kind basis. Accordingly, except where the
purchase or redemption will include cash under the circumstances
specified below, purchasers will be required to purchase Creation Units
by making an in-kind deposit of specified instruments (``Deposit
Instruments''), and shareholders redeeming their Shares will receive an
in-kind transfer of specified instruments (``Redemption Instruments'').
The names and quantities of the instruments that constitute the Deposit
Instruments and the Redemption Instruments for the Fund (collectively,
the ``Creation Basket'') will be the same as the Fund's Proxy
Portfolio, except to the extent purchases and redemptions are made
entirely or in part on a cash basis.
    If there is a difference between the NAV attributable to a Creation
Unit and the aggregate market value of the Creation Basket exchanged
for the Creation Unit, the party conveying instruments with the lower
value will also pay to the other an amount in cash equal to that
difference (the ``Cash Amount'').
    The Fund will adopt and implement policies and procedures regarding
the composition of its Creation Baskets. The policies and procedures
will set forth detailed parameters for the construction and acceptance
of baskets in compliance with the terms and conditions of the Exemptive
Order and that are in the best interests of the Fund and its
shareholders, including the process for any revisions to or deviations
from those parameters. The Fund's basket policies and procedures would
be covered by the Fund's compliance program and other requirements
under Rule 38a-1 under the 1940 Act.
    While the Fund normally will issue and redeem Shares in kind, the
Fund may require purchases and redemptions to be made entirely or in
part on a cash basis. In such an instance, the Fund will announce,
before the open of trading in the Core Trading Session (normally, 9:30
a.m. to 4:00 p.m., E.T.) on a given Business Day, that all purchases,
all redemptions, or all purchases and redemptions on that day will be
made wholly or partly in cash. The Fund may also determine, upon
receiving a purchase or redemption order from an Authorized
Participant, to have the purchase or redemption, as applicable, be made
entirely or in part in cash. Each Business Day, before the open of
trading on the Exchange, the Fund will cause to be published through
the National Securities Clearing Corporation (``NSCC'') the names and
quantities of the instruments comprising the Creation Basket, as well
as the estimated Cash Amount (if any), for that day. The published
Creation Basket will apply until a new Creation Basket is announced on
the following Business Day, and there will be no intra-day changes to
the Creation Basket except to correct errors in the published Creation
Basket.
    All orders to purchase Creation Units must be placed with the
Distributor by or through an Authorized Participant, which is either:
(1) A ``participating party'' (i.e., a broker or other participant), in
the Continuous Net Settlement (``CNS'') System of the NSCC, a clearing
agency registered with the Commission and affiliated with the
Depository Tust Company (``DTC''), or (2) a DTC Participant, which in
any case has executed a participant agreement with the Distributor and
the transfer agent.
Timing and Transmission of Purchase Orders
    All orders to purchase (or redeem) Creation Units, whether using
the NSCC Process or the DTC Process, must be received by the
Distributor no later than the NAV calculation time (``NAV Calculation
Time''), generally 4:00 p.m. E.T. on the date the order is placed
(``Transmittal Date'') in order for the purchaser (or redeemer) to
receive the NAV determined on the Transmittal Date. In the case of
custom orders, the order must be received by the Distributor
sufficiently in advance of the NAV Calculation Time in order to help
ensure that the Fund has an opportunity to purchase the missing
securities with the cash in lieu amounts or to sell securities to
generate the cash in lieu amounts prior to the NAV Calculation Time. On
days when the Exchange closes earlier than normal, the Fund may require
custom orders to be placed earlier in the day.
Availability of Information
    The Fund's website (www.im.natixis.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
website will include on a daily basis, per Share for the Fund, (1)
daily trading volume, the prior Business Day's NAV and the ``Closing
Price'' or ``Bid/Ask Price,'' \25\ and a calculation of the premium/
discount of the Closing Price or Bid/Ask Price against such NAV,\26\
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. The website and information will be publicly available at no
charge.
---------------------------------------------------------------------------

    \25\ The Bid/Ask Price of Shares of the Fund will be determined
using the highest bid and the lowest offer on the Consolidated Tape
as of the time of calculation of the Fund's NAV. The records
relating to Bid/Ask Prices will be retained by the Fund or its
service providers. The ``Bid/Ask Price'' is the midpoint of the
highest bid and lowest offer based upon the National Best Bid and
Offer as of the time of calculation of the Fund's NAV. The
``National Best Bid and Offer'' is the current national best bid and
national best offer as disseminated by the Consolidated Quotation
System or UTP Plan Securities Information Processor. The ``Closing
Price'' of Shares is the official closing price of the Shares on the
Exchange.
    \26\ The ``premium/discount'' refers to the premium or discount
to NAV at the end of a trading day and will be calculated based on
the last Bid/Ask Price or the Closing Price on a given trading day.
---------------------------------------------------------------------------

    The Fund may also provide additional quantitative information on
its website. In addition, the Fund will provide any other information
on its website regarding premiums/discounts that ETFs registered under
the 1940 Act may be required to provide.\27\ The website also will
include the Proxy Portfolio for the Fund, the Proxy Overlap and
Tracking Error for the Fund.
---------------------------------------------------------------------------

    \27\ According to the Application, the Fund's website will
include any other information regarding premiums and discounts as
may be required for other ETFs under Rule 6c-11 under the 1940 Act
and will also disclose any information regarding the bid/ask spread
for the Fund as may be required for other ETFs under Rule 6c-11
under the 1940 Act.
---------------------------------------------------------------------------

    The Proxy Portfolio holdings (including the identity and quantity
of investments in the Proxy Portfolio) will be publicly available on
the Fund's website before the commencement of trading in Shares on each
Business Day.
    Investors can also obtain the Fund's statement of additional
information

(``SAI''), Shareholder Reports, Form N-CSR, N-PORT and Form N-CEN. The
prospectus, SAI and Shareholder Reports are available free upon request
from the Trust, and those documents and the Form N-CSR, N-PORT, and
Form N-CEN may be viewed on-screen or downloaded from the Commission's
website.
    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. Updated price information for U.S. exchange-
listed equity securities is available through major market data vendors
or securities exchanges trading such securities. Quotation and last
sale information for the Shares, equity securities and ETFs will be
available via the Consolidated Tape Association (``CTA'') high-speed
line. Price information for cash equivalents is available through major
market data vendors.
Investment Restrictions
    The Shares of the Fund will conform to the initial and continued
listing criteria under proposed Rule 8.602-E. The Fund's holdings will
be limited to and consistent with permissible holdings as described in
the Exemptive Application.
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.\28\ Trading in Shares of the Fund
will be halted if the circuit breaker parameters in NYSE Arca Rule
7.12-E 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. Trading in the Shares will be
subject to NYSE Arca Rule 8.602-E(d)(2)(B), which sets forth
circumstances under which Shares of the Fund will be halted.
---------------------------------------------------------------------------

    \28\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

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 in all trading sessions in accordance with
NYSE Arca Rule 7.34-E(a). As provided in NYSE Arca Rule 7.6-E, 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 Rule 8.602-E. The Exchange represents that,
for initial and continued listing, the Fund will be in compliance with
Rule 10A-3 under the Act,\29\ as provided by NYSE Arca Rule 5.3-E. The
Exchange will obtain a representation from the issuer of the Shares of
the Fund that the NAV per Share of the Fund will be calculated daily
and will be made available to all market participants at the same time.
---------------------------------------------------------------------------

    \29\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing trading surveillances, administered by the Exchange, as
well as cross-market surveillances administered by the Financial
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange,
which are designed to detect violations of Exchange rules and
applicable federal securities laws.\30\ The Exchange represents that
these procedures are adequate to properly monitor Exchange trading of
the Shares in all trading sessions and to deter and detect violations
of Exchange rules and federal securities laws applicable to trading on
the Exchange.
---------------------------------------------------------------------------

    \30\ FINRA conducts cross-market surveillances on behalf of the
Exchange pursuant to a regulatory services agreement. The Exchange
is responsible for FINRA's performance under this regulatory
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting
securities trading outside their normal patterns, which could be
indicative of manipulative or other violative activity. When such
situations are detected, surveillance analysis follows and
investigations are opened, where appropriate, to review the behavior of
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares, exchange-traded
equity securities, and futures contracts with other markets and other
entities that are members of the ISG, and the Exchange or FINRA, on
behalf of the Exchange, or both, may obtain trading information
regarding trading such securities and financial instruments from such
markets and other entities. In addition, the Exchange may obtain
information regarding trading in such securities and financial
instruments from markets and other entities that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.\31\
---------------------------------------------------------------------------

    \31\ For a list of the current members of ISG, see
www.isgportal.org.
---------------------------------------------------------------------------

    The Adviser will make available daily to FINRA and the Exchange the
portfolio holdings of the Fund in order to facilitate the performance
of the surveillances referred to above.
    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;
(2) NYSE Arca Rule 9.2-E(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; (4) how information regarding the Proxy
Portfolio will be 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 Act. The
Bulletin will also disclose that the NAV for the Shares will be
calculated after 4:00 p.m., E.T. each trading day.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\32\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\33\ in particular, in that it
is 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
a national market

system, and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78f(b).
    \33\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that proposed Rule 8.602-E is designed to
prevent fraudulent and manipulative acts and practices in that the
proposed rules relating to listing and trading of Actively Managed
Solution Shares provide specific initial and continued listing criteria
required to be met by such securities.
    Proposed Rule 8.602-E (d) sets forth initial and continued listing
criteria applicable to Actively Managed Solution Shares. Proposed Rule
8.602-E(d)(1)(A) provides that, for each series of Actively Managed
Solution Shares, the Exchange will establish a minimum number of
Actively Managed Solution Shares required to be outstanding at the time
of commencement of trading on the Exchange. In addition, proposed Rule
8.602-E(d)(1)(B) provides that the Exchange will obtain a
representation from the issuer of each series of Actively Managed
Solution Shares that the NAV per share for the series will be
calculated daily and that the NAV will be made available to all market
participants at the same time. Proposed Rule 8.602-E(d)(2) provides
that each series of Actively Managed Solution Shares will be listed and
traded subject to application of specified continued listing criteria.
Proposed Rule 8.602-E(d)(2)(A) provides that the Exchange will consider
the suspension of trading in, and will commence delisting proceedings
under Rule 5.5-E(m) of, a series of Actively Managed Solution Shares
under any of the circumstances specified in such rule.
    Proposed Rule 8.602-E(d)(2)(B) provides that, upon notification to
the Exchange by the issuer of a series of Actively Managed Solution
Shares, that the net asset value with respect to a series of Actively
Managed Solution Shares is not disseminated to all market participants
at the same time, it will halt trading in such series until such time
as the net asset value is available to all market participants.
    Proposed Commentary .01 to NYSE Arca Rule 8.602-E provides that the
Exchange will file separate proposals under Section 19(b) of the Act
before the listing and trading of Actively Managed Solution Shares. All
statements or representations contained in such rule filing regarding
(a) the description of the portfolio, (b) limitations on portfolio
holdings, or (c) the applicability of Exchange listing rules specified
in such rule filing will constitute continued listing requirements. An
issuer of such securities must notify the Exchange of any failure to
comply with such continued listing requirements.
    Proposed Commentary .02 to NYSE Arca Rule 8.602-E provides that the
Exchange will implement and maintain written surveillance procedures
for Actively Managed Solution Shares. Proposed Commentary .03 provides
that, if the investment adviser to the Investment Company issuing
Actively Managed Solution Shares is registered as a broker-dealer or is
affiliated with a broker-dealer such investment adviser will erect and
maintain a ``fire wall'' between the investment adviser and personnel
of the broker-dealer or broker-dealer affiliate, as applicable, with
respect to access to information concerning the composition and/or
changes to such Investment Company's Actual Portfolio or the applicable
Proxy Portfolio. Personnel who make decisions on the Investment
Company's Actual Portfolio or the applicable Proxy Portfolio
composition must be subject to procedures designed to prevent the use
and dissemination of material nonpublic information regarding the
applicable Investment Company Actual Portfolio or Proxy Portfolio.
    With respect to the proposed listing and trading of Shares of the
Fund, 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 Rule 8.602-E. All
exchange-listed equity securities held by the Fund will be listed on
U.S. national securities exchanges. The listing and trading of such
securities is subject to rules of the exchanges on which they are
listed and traded, as approved by the Commission. The Fund will
primarily hold U.S.-listed equity securities and shares issued by other
U.S.-listed ETFs. The Exchange or FINRA, on behalf of the Exchange, or
both, will communicate as needed regarding trading in the Shares,
exchange-traded equity securities, and futures with other markets and
other entities that are members of the ISG, and the Exchange or FINRA,
on behalf of the Exchange, or both, may obtain trading information
regarding trading such securities and financial instruments from such
markets and other entities. In addition, the Exchange may obtain
information regarding trading in such securities and financial
instruments from markets and other entities that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.
    The Exchange, after consulting with various Lead Market Makers that
trade ETFs on the Exchange, believes that market makers will be able to
make efficient and liquid markets priced near the NAV, and that market
makers have knowledge of a fund's means of achieving its investment
objective even without daily disclosure of a fund's underlying
portfolio. The Exchange believes that market makers will employ risk-
management techniques to make efficient markets in exchange traded
products.\34\ This ability should permit market makers to make
efficient markets in shares without knowledge of a fund's underlying
portfolio.
---------------------------------------------------------------------------

    \34\ See note 11, supra.
---------------------------------------------------------------------------

    The Exchange understands that traders use statistical analysis to
derive correlations between different sets of instruments to identify
opportunities to buy or sell one set of instruments when it is
mispriced relative to the others. For Actively Managed Solution Shares,
market makers utilizing statistical arbitrage use the knowledge of a
fund's means of achieving its investment objective, as described in the
applicable fund registration statement, as well as Proxy Portfolio
Disclosures to manage a market maker's quoting risk in connection with
trading fund shares. Market makers will then conduct statistical
arbitrage between the Proxy Portfolio and shares of a fund, buying and
selling one against the other over the course of the trading day.
Eventually, at the end of each day, they will evaluate how the Proxy
Portfolio performed in comparison to the price of a fund's shares, and
use that analysis as well as knowledge of risk metrics, such as
volatility and turnover, to provide a more efficient hedge.
    The Lead Market Makers also indicated that, as with some other new
exchange-traded products, spreads would tend to narrow as market makers
gain more confidence in the accuracy of their hedges and their ability
to adjust these hedges in real-time and gain an understanding of the
applicable market risk metrics such as volatility and turnover, and as
natural buyers and sellers enter the market. Other relevant factors
cited by Lead Market Makers were that a fund's investment objectives
are clearly disclosed in the applicable prospectus, the existence of
quarterly portfolio disclosure and the ability to create shares in
creation unit size.
    The real-time dissemination of the identity and quantity of Proxy
Portfolio component investments, together with the right of Authorized
Participants to create and redeem each day at the NAV, will be
sufficient for market participants to value and trade shares in a
manner that will not lead to significant deviations between the shares'
Bid/Ask Price and NAV.

    The pricing efficiency with respect to trading a series of Actively
Managed Solution Shares will generally rest on the ability of market
participants to arbitrage between the shares and a fund's portfolio, in
addition to the ability of market participants to assess a fund's
underlying value accurately enough throughout the trading day in order
to hedge positions in shares effectively. Professional traders can buy
shares that they perceive to be trading at a price less than that which
will be available at a subsequent time and sell shares they perceive to
be trading at a price higher than that which will be available at a
subsequent time. It is expected that, as part of their normal day-to-
day trading activity, market makers assigned to shares by the Exchange,
off-exchange market makers, firms that specialize in electronic
trading, hedge funds and other professionals specializing in short-
term, non-fundamental trading strategies will assume the risk of being
``long'' or ``short'' shares through such trading and will hedge such
risk wholly or partly by simultaneously taking positions in correlated
assets \35\ or by netting the exposure against other, offsetting
trading positions--much as such firms do with existing ETFs and other
equities. Disclosure of a fund's investment objective and principal
investment strategies in its prospectus and SAI should permit
professional investors to engage easily in this type of hedging
activity.
---------------------------------------------------------------------------

    \35\ Price correlation trading is used throughout the financial
industry. It is used to discover both trading opportunities to be
exploited, such as currency pairs and statistical arbitrage, as well
as for risk mitigation such as dispersion trading and beta hedging.
These correlations are a function of differentials, over time,
between one or multiple securities pricing. Once the nature of these
price deviations have been quantified, a universe of securities is
searched in an effort to, in the case of a hedging strategy,
minimize the differential. Once a suitable hedging basket has been
identified, a trader can minimize portfolio risk by executing the
hedging basket. The trader then can monitor the performance of this
hedge throughout the trade period, making corrections where
warranted.
---------------------------------------------------------------------------

    The Exchange believes that the Fund, and Actively Managed Solution
Shares generally, will provide investors with a greater choice of
active portfolio managers and active strategies through which they can
manage their assets in an ETF structure. This greater choice of active
asset management is expected to be similar to the diversity of active
managers and strategies available to mutual fund investors. Unlike
mutual fund investors, investors in Actively Managed Solution Shares
would also accrue the benefits derived from the ETF structure, such as
lower fund costs, tax efficiencies, intraday liquidity, and pricing
that reflects current market conditions rather than end-of-day pricing.
    The Adviser represents that, unlike ETFs that publish their
portfolios on a daily basis, the Fund, as Actively Managed Solution
Shares, propose to allow for efficient trading of Shares through an
effective Fund portfolio transparency substitute--Proxy Portfolio
transparency--and daily publication of Proxy Portfolio Disclosures. The
Adviser believes that this approach will provide an important benefit
to investors by protecting the Fund from the potential for front-
running of portfolio transactions and the potential for free-riding on
Fund portfolio strategies, each of which could adversely impact the
performance of the Fund.
    The Exchange believes that Actively Managed Solution Shares will
provide the platform for many more asset managers to launch ETFs,
increasing the investment choices for consumers of actively managed
funds, which should lead to a greater competitive landscape that can
help to reduce the overall costs of active investment management for
retail investors. Unlike mutual funds, Actively Managed Solution Shares
would be able to use the efficient share settlement system in place for
ETFs today, translating into a lower cost of maintaining shareholder
accounts and processing transactions.
    The Adviser represents that investors will also benefit because the
Fund's operating costs, such as transfer agency costs, are generally
lower in ETFs than in mutual funds. The Fund will have access to the
identical clearing and settlement procedures now used by U.S. domiciled
ETFs, and therefore, should experience many of the operational and cost
efficiencies benefitting current ETF investors.
    The Adviser represents further that in-kind Share creation/
redemption orders will allow the Fund to enjoy overall transaction
costs lower than those experienced by mutual funds. The Fund's in-kind
Share creation and redemption process will facilitate and enhance
active management strategies by generally limiting the portfolio
manager's need to transact in a large volume of trades in order to
maintain desired investment exposures. In addition, the Adviser
represents that the Fund will receive tax efficiency benefits of the
ETF structure because of in-kind Share creation and redemption
activity.
    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 a
series of Actively Managed Solution Shares that the NAV per Share of
the Fund will be calculated daily and that the NAV will be made
available to all market participants at the same time. Investors can
also obtain the Fund's SAI, shareholder reports, and its Form N-CSR,
Form N-PORT and Form N-CEN. The Fund's SAI and shareholder reports will
be available free upon request from the Fund, and those documents and
the Form N-CSR, Form N-PORT and Form N-CEN may be viewed on-screen or
downloaded from the Commission's website. In addition, with respect to
the Fund, a large amount of information will be publicly available
regarding the Fund and the Shares, thereby promoting market
transparency. Quotation and last sale information for the Shares will
be available via the CTA high-speed line. The website for the Fund will
include a form of the prospectus for the Fund that may be downloaded,
and additional data relating to NAV and other applicable quantitative
information, updated on a daily basis. 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 Rule 7.12-E
have been reached or because of market conditions or for reasons that,
in the view of the Exchange, make trading in the Shares inadvisable.
Trading in the Shares will be subject to NYSE Arca Rule 8.602-E
(d)(2)(B), which sets forth circumstances under which Shares of the
Fund will be halted. In addition, as noted above, investors will have
ready access to the Proxy Portfolio Disclosures and quotation and last
sale information for the Shares. The Shares will conform to the initial
and continued listing criteria under proposed Rule 8.602-E.
    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 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 Act. The Exchange believes the
proposed rule change would permit listing and trading of another type
of actively-managed ETF that has characteristics different from
existing actively-managed and index ETFs and would introduce additional
competition among various ETF products to the benefit of investors.

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

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

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

    Within 45 days of the date of publication of this notice in the
Federal Register or up to 90 days (i) as the Commission may designate
if it finds such longer period to be appropriate and publishes its
reasons for so finding or (ii) as to which the self-regulatory
organization consents, the Commission will:
    (A) by order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2019-95 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2019-95. 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 website (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 website 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. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2019-95 and should be submitted
on or before January 24, 2020.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\36\
---------------------------------------------------------------------------

    \36\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-28413 Filed 1-2-20; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 76, Number 37 (Thursday, February 24, 2011)]
[Notices]
[Pages 10344-10345]
[FR Doc No: 2011-4111]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 1

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER11-2660-001.
    Applicants: Southwestern Electric Power Company.
    Description: Southwestern Electric Power Company submits tariff
filing per 35.17(b): 20110214 Tex-La PDF Amendment to be effective 1/1/
2011.
    Filed Date: 02/14/2011.
    Accession Number: 20110214-5166.
    Comment Date: 5 p.m. Eastern Time on Monday, March 07, 2011.

    Docket Numbers: ER11-2875-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: PJM Interconnection, L.L.C. submits tariff filing per
35.13(a)(2)(iii): MOPR Reform to be effective 4/13/2011.
    Filed Date: 02/11/2011.
    Accession Number: 20110211-5121.
    Comment Date: 5 p.m. Eastern Time on Friday, March 04, 2011.

    Docket Numbers: ER11-2876-000.
    Applicants: Entergy Arkansas, Inc.
    Description: Entergy Arkansas, Inc. submits tariff filing per
35.13(a)(2)(iii): OATT Ministerial Amendments to be effective 4/12/
2011.
    Filed Date: 02/11/2011.
    Accession Number: 20110211-5122.
    Comment Date: 5 p.m. Eastern Time on Friday, March 04, 2011.

    Docket Numbers: ER11-2877-000.
    Applicants: Southern California Edison Company.

    Description: Southern California Edison Company submits tariff
filing per 35.13(a)(2)(iii): Amendments to Solar Partners LGIAs SA Nos.
73, 78 and 85 to be effective 1/26/2011.
    Filed Date: 02/11/2011.
    Accession Number: 20110211-5130.
    Comment Date: 5 p.m. Eastern Time on Friday, March 04, 2011.

    Docket Numbers: ER11-2878-000.
    Applicants: ISO New England Inc., Vermont Electric Power Company,
Inc.
    Description: ISO New England Inc. submits tariff filing per
35.13(a)(2)(iii): Sch 21 VELCO Notice of Cancellation to be effective
2/14/2011.
    Filed Date: 02/14/2011.
    Accession Number: 20110214-5050.
    Comment Date: 5 p.m. Eastern Time on Monday, March 07, 2011.

    Docket Numbers: ER11-2879-000.
    Applicants: ISO New England Inc.
    Description: ISO New England Inc. 2010 4th Quarter Capital Budget.
    Filed Date: 02/14/2011.
    Accession Number: 20110214-5051
    Comment Date: 5 p.m. Eastern Time on Monday, March 07, 2011.

    Docket Numbers: ER11-2880-000.
    Applicants: Arizona Public Service Company.
    Description: Arizona Public Service Company submits tariff filing
per 35.13(a)(2)(iii): Service Agreement No. 310 between APS and Perrin
Ranch Wind, LLC. to be effective 1/13/2011.
    Filed Date: 02/14/2011.
    Accession Number: 20110214-5144.
    Comment Date: 5 p.m. Eastern Time on Monday, March 07, 2011.

    Docket Numbers: ER11-2881-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Notification of Tariff Implementation Error and
Request for Limited Tariff Waiver of Southwest Power Pool, Inc.
    Filed Date: 02/14/2011.
    Accession Number: 20110214-5151.
    Comment Date: 5 p.m. Eastern Time on Monday, March 07, 2011.

    Take notice that the Commission received the following PURPA
210(m)(3) filings:

    Docket Numbers: QM11-1-000.
    Applicants: Public Service Electric and Gas Company.
    Description: Application for relief from the mandatory purchase
requirement contained in Section 292.303(a) of the Commission's
Regulations of Public Service Electric and Gas Company.
    Filed Date: 02/11/2011.
    Accession Number: 20110211-5082.
    Comment Date: 5 p.m. Eastern Time on Friday, March 11, 2011.

    Any person desiring to intervene or to protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214) on or before 5 p.m. Eastern time on the specified comment
date. It is not necessary to separately intervene again in a subdocket
related to a compliance filing if you have previously intervened in the
same docket. Protests will be considered by the Commission in
determining the appropriate action to be taken, but will not serve to
make protestants parties to the proceeding. Anyone filing a motion to
intervene or protest must serve a copy of that document on the
Applicant. In reference to filings initiating a new proceeding,
interventions or protests submitted on or before the comment deadline
need not be served on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St., NE., Washington, DC 20426.
    The filings in the above proceedings are accessible in the
Commission's eLibrary system by clicking on the appropriate link in the
above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed dockets(s). For assistance
with any FERC Online service, please e-mail<EMAIL_ADDRESS>
or call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

    Dated: February 14, 2011.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2011-4111 Filed 2-23-11; 8:45 am]
BILLING CODE 6717-01-P