[Federal Register Volume 82, Number 47 (Monday, March 13, 2017)]
[Notices]
[Pages 13536-13540]
[FR Doc No: 2017-04817]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80169; File No. SR-BatsBZX-2016-80]

Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of
Filing of Amendment Nos. 1 and 2 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1 and
2, Relating to BZX Rule 14.11, Other Securities, and BZX Rule 14.12,
Failure To Meet Listing Standards

March 7, 2017.

I. Introduction

    On November 18, 2016, Bats BZX Exchange, Inc. (``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend BZX Rule (``Rule'') 14.11 to add specific
continued listing standards for exchange-traded products (``ETPs'') and
to amend Rule 14.12 to specify the delisting procedures for these
products. The proposed rule change was published for comment in the
Federal Register on December 7, 2016.\3\ On January 18, 2017, the
Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to approve or disapprove the proposed
rule change.\4\ On March 1, 2017, the Exchange filed Amendment No. 1 to
the proposed rule change, which amended and replaced the original
proposal.\5\ On March 3, 2017, the Exchange filed Amendment No. 2 to
the proposed rule change.\6\ The Commission received nine comment
letters on the proposed rule change.\7\ The Commission is publishing
this notice to solicit comments on Amendment Nos. 1 and 2 from
interested persons, and is approving the proposed rule change, as
modified by Amendment Nos. 1 and 2, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 79450 (December 1,
2016), 81 FR 88284.
    \4\ See Securities Exchange Act Release No. 79839, 82 FR 8452
(January 25, 2017).
    \5\ In Amendment No. 1, the Exchange: (i) Further amended Rule
14.11(a) to require a Company with securities listed under Rule
14.11 to provide the Exchange with prompt notification if the
Company (rather than an Executive Officer of the Company) becomes
aware of its non-compliance with the requirements of Rule 14.11;
(ii) further amended Rule 14.11 to reflect that certain listing
requirements apply on an initial and ongoing basis; (iii) further
amended Rule 14.11 to consistently state that the Exchange will
initiate delisting proceedings if continued listing requirements are
not maintained; (iv) further amended Rule 14.11 to provide that the
Exchange would initiate delisting proceedings due to an interruption
to the dissemination of index, reference asset, or intraday
indicative values (as applicable to the product) only if the
interruption persists past the trading day in which it occurred; (v)
further amended Rule 14.11 to consistently state that the Exchange
will implement and maintain surveillance procedures for the
applicable product; and (vi) made other technical, clarifying, and
conforming changes throughout Rule 14.11. Amendment No. 1 is
available at https://www.sec.gov/comments/sr-batsbzx-2016-80/batsbzx201680-1610929-135984.pdf.
    \6\ In Amendment No. 2, the Exchange specified the
implementation date for the proposed rule change and made clarifying
and technical changes. Amendment No. 2 is available at https://www.sec.gov/comments/sr-batsbzx-2016-80/batsbzx201680-1610934-135985.pdf.
    \7\ See Letters to Brent J. Fields, Secretary, Commission, from
David W. Blass, General Counsel, Investment Company Institute, dated
January 12, 2017 (``ICI Letter''); Anna Paglia, Head of Legal,
Invesco PowerShares Capital Management LLC, dated February 10, 2017
(``PowerShares Letter''); Steven Price, SVP, Director of
Distribution Services and Chief Compliance Officer, ALPS
Distributors, Inc., ALPS Portfolio Solutions Distributor, Inc.,
dated February 10, 2017 (``ALPS Letter''); James E. Ross, Executive
Vice President and Chairman, Global SPDR Business, State Street
Global Advisors, dated February 13, 2017 (``SSGA Letter''); Samara
Cohen, Managing Director, U.S. Head of iShares Capital Markets,
Joanne Medero, Managing Director, Government Relations & Public
Policy, and Deepa Damre, Managing Director, Legal & Compliance,
BlackRock, Inc., dated February 14, 2017 (``BlackRock Letter'');
Peter K. Ewing, Senior Vice President, Northern Trust Investments,
Inc., dated February 14, 2017 (``NTI Letter''); Ryan Louvar, General
Counsel, WisdomTree Asset Management, Inc., dated February 15, 2017
(``WisdomTree Letter''); Kevin McCarthy, Senior Managing Director,
Nuveen Fund Advisors, LLC, dated February 15, 2017 (``Nuveen
Letter''); and Matthew B. Farber, Assistant General Counsel, First
Trust Advisors L.P., dated February 23, 2017 (``First Trust
Letter'').
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II. Description of the Proposed Rule Change, as Modified by Amendment
Nos. 1 and 2

    The Exchange proposes to amend Rule 14.11 to specify continued
listing requirements for products listed under that rule, which include
products listed pursuant to Rule 19b-4(e) under the Act (``generically-
listed products'') and products listed pursuant to proposed rule
changes filed with the Commission (``non-generically-listed
products'').\8\
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    \8\ See infra notes 33-35 and accompanying text.
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    The Exchange also proposes to amend Rule 14.11(a) to specify issuer
notification requirements related to failures to comply with continued
listing requirements. Specifically, the Exchange proposes to amend Rule
14.11(a) to require a company with securities listed under Rule 14.11
to promptly notify the Exchange after the company becomes aware of any
non-compliance by the company with the requirements of the rule. As
proposed, the Exchange would initiate delisting proceedings for a
product listed under Rule 14.11 if any of its continued listing
requirements (including those set forth in an Exchange Rule and those
set forth in an applicable proposed rule change) is not continuously
maintained.\9\
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    \9\ Unlike failures to comply with other continued listing
requirements, if there is an interruption to the dissemination of
the reference asset, index, or intraday indicative values for a
listed product, the Exchange would initiate delisting proceedings
under Rule 14.12 only if the interruption persists past the trading
day in which it occurred. See, e.g., proposed changes to Rules
14.11(b)(9)(B)(i)(b) and (e), and 14.11(c)(9)(B)(i)(b) and (e).
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    The Exchange also proposes to amend Rule 14.12 to specify the
delisting procedures for products listed under Rule 14.11. Under
proposed Rule 14.12(f)(2)(A), unless the company is currently under
review by an Adjudicatory Body for a Staff Delisting Determination, the
Listing Qualifications Department may accept and review a plan to
regain compliance when the company fails to meet a continued listing
requirement contained in Rule 14.11. Under the proposed rule, the
company would be required to submit its compliance plan within 45
calendar days of the Exchange staff's notification of deficiencies.
    Finally, the Exchange proposes to make conforming and technical
changes throughout Rule 14.11 to maintain consistency in its rules. For
example, the Exchange proposes to consistently use the language
``initiate delisting proceedings pursuant to Rule 14.12'' when
describing the delisting procedures for a product that fails to meet
continued listing requirements; \10\ consistently state that, if the
index that underlies a series of Portfolio Depository Receipts or Index
Fund Shares is maintained by a broker-dealer or fund advisor, the index
shall be calculated by a third party who is not

a broker-dealer or fund advisor; \11\ consistently reflect that
delisting ``following the initial 12 month period following
commencement of trading on the Exchange'' only applies to the record/
beneficial holder, number of shares issued and outstanding, and the
market value of shares issued and outstanding requirements; \12\ and
consistently use the term ``Regular Trading Hours'' in the context of
intraday indicative value dissemination.\13\
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    \10\ See, e.g., proposed changes to Rules 14.11(b)(9)(B)(i) and
14.11(c)(9)(B)(i).
    \11\ See proposed changes to Rules 14.11(b)(4)(B)(i),
14.11(b)(5)(A)(i), 14.11(c)(4)(C)(i), and 14.11(c)(5)(A)(i); see
also Rule 14.11(b)(3)(B)(i) (currently stating that, for certain
Portfolio Depository Receipts, ``[i]f the index is maintained by a
broker-dealer or fund advisor . . . the index shall be calculated by
a third party who is not a broker-dealer or fund advisor'') and Rule
14.11(c)(3)(B)(i) (currently stating that, for certain Index Fund
Shares, ``[i]f the index is maintained by a broker-dealer or fund
advisor . . . the index shall be calculated by a third party who is
not a broker-dealer or fund advisor'').
    \12\ See, e.g., proposed changes to Rule 14.11(e)(4)(E)(ii); see
also, e.g., Rule 14.11(e)(8)(D)(ii)(a) (currently applying the 12-
month threshold only to the record/beneficial holder, number of
units issued and outstanding, and market value of units issued and
outstanding requirements for Partnership Units).
    \13\ See, e.g., proposed changes to Rule 14.11(b)(3)(C); see
also, e.g., Rule 14.11(i)(4)(B)(i) (currently requiring the
dissemination of intraday indicative values for Managed Fund Shares
during Regular Trading Hours).
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    The Exchange proposes to implement the rule changes by October 1,
2017.

III. Discussion and Commission Findings

    The Commission finds that the proposed rule change, as modified by
Amendment Nos. 1 and 2, is consistent with the requirements of the Act
and the rules and regulations thereunder applicable to a national
securities exchange.\14\ In particular, the Commission finds that the
proposed rule change is consistent with Section 6(b)(5) of the Act,\15\
which requires, among other things, that the rules of a national
securities exchange be 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.
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    \14\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \15\ 15 U.S.C. 78f(b)(5).
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    The Commission received nine comment letters that express concerns
regarding the proposal.\16\ First, commenters question how an ETF,
especially one that uses indexes established and maintained by
unaffiliated third parties, would comply with the proposed rules, and
how the Exchange would enforce them.\17\ Commenters assert that it
would be unrealistic to anticipate that an ETF could ensure that an
unaffiliated index complies with the initial listing standards on an
ongoing basis, and express concern that an equity-index ETF, through no
action of its own, could see certain of the constituent securities of
the unaffiliated index fall below the listing requirements.\18\ One
commenter believes that even if a third party index provider was
amenable to changes to an underlying index that would allow an ETF to
regain compliance with the continued listing standards, it is unlikely
that the ETF would be able to formulate a compliance plan within 45
calendar days of the Exchange staff's notification.\19\ Second,
commenters argue that the proposal would provide for unfair
discrimination because the proposed rules would result in differential
treatment of ETFs as compared to other securities (e.g., common
stock).\20\ Commenters believe that the continued listing standards for
equity securities generally differ from the initial listing standards,
whereas the proposed ETF continued listing standards would be the same
as the initial listing standards.\21\ Third, commenters assert that the
proposal provides no explanation or evidence regarding the potential
manipulation of ETFs under the current rules, or how the proposal would
reduce the potential for manipulation.\22\ One commenter also believes
that significant compliance enhancements could be required to ensure
proper and continuous testing of securities held in an index, and
questions how this type of testing would enhance investor
protection.\23\
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    \16\ See supra note 7.
    \17\ See ICI Letter at 1-2; see also PowerShares Letter at 1;
SSGA Letter at 1; BlackRock Letter at 1-2; and Nuveen Letter at 1.
The Commission notes that the ALPS Letter, NTI Letter, WisdomTree
Letter, and First Trust Letter also express general support for all
the views expressed in the ICI Letter.
    \18\ See ICI Letter at 1-3; see also PowerShares Letter at 2;
SSGA Letter at 1; BlackRock Letter at 2; and Nuveen Letter at 2.
    \19\ See BlackRock Letter at 2.
    \20\ See ICI Letter at 2; see also PowerShares Letter at 1; SSGA
Letter at 1; and Nuveen Letter at 1-2.
    \21\ See ICI Letter at 2; see also Nuveen Letter at 1-2.
    \22\ See ICI Letter at 2; see also PowerShares Letter at 1-2;
SSGA Letter at 1; and Nuveen Letter at 2.
    \23\ See BlackRock Letter at 2.
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    The Commission believes that the proposal is consistent with the
Act. As the Commission previously stated, the development,
implementation, and enforcement of standards governing the initial and
continued listing of securities on an exchange are activities of
critical importance to financial markets and the investing public.\24\
Once a security has been approved for initial listing, continued
listing criteria allow an exchange to monitor the status and trading
characteristics of that issue to ensure that it continues to meet the
exchange's standards for market depth and liquidity so that fair and
orderly markets can be maintained.
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    \24\ See, e.g., Securities Exchange Act Release No. 65225
(August 30, 2011), 76 FR 55148, 55152 (September 6, 2011) (SR-BATS-
2011-018).
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    With respect to commenters' concerns regarding the inability of
certain ETFs to assure compliance with the proposal, the Commission
believes that a variety of means are available to ETP (including ETF)
issuers to monitor for a product's compliance with the continued
listing standards. For example, information regarding the composition
of a third party index may be publicly available, or may be obtained
from the index provider pursuant to provisions in the index licensing
agreement, so that the ETP issuer can monitor its compliance on an
ongoing basis. If an index approaches the thresholds set forth in the
continued listing standards, the issuer may decide to engage in
discussions with the index provider regarding potential modifications
to the index so that the ETP can continue to be listed on the Exchange.
If an index provider is unwilling to modify the index in order to
comply with the Exchange's listing requirements, the Exchange may
submit a rule proposal to continue to list the product based on the
index.\25\ Moreover, as noted below, the listing standards that address
the index composition with respect to certain index-based ETPs already
apply equally on an initial and ongoing basis,\26\ so some ETP issuers
should have experience complying with these requirements. With respect
to commenters' questions regarding the Exchange's enforcement of the
proposed continued listing requirements, the Commission notes that the
Exchange is proposing to apply its existing delisting procedures, which
allow for the time to

regain compliance to be extended to as long as 180 days,\27\ to
products listed under Rule 14.11, rather than adopting new delisting
procedures for these products.
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    \25\ The Commission also notes that the Exchange may
preemptively submit a rule proposal to provide for the continued
listing of a specific product where the underlying index is
approaching thresholds in the continued listing requirements, but
has not yet fallen below those thresholds (i.e., submit a rule
proposal before the delisting procedures are triggered).
     For an example of an exchange rule proposal to continue the
listing of a product that no longer meets generic listing standards,
see Securities Exchange Act Release No. 57320 (February 13, 2008),
73 FR 9395 (February 20, 2008) (SR-NYSEArca-2008-15).
    \26\ See infra note 30 and accompanying text.
    \27\ See Rule 14.12(f)(2)(B) (stating that, upon review of a
plan of compliance, Exchange staff may, among other things, grant an
extension of time to regain compliance not greater than 180 calendar
days from the date of staff's initial notification, unless the
company is currently under review by an Adjudicatory Body for a
Staff Delisting Determination). Exchange staff may also extend the
45-calendar day period for the submission of a compliance plan by 5
calendar days upon good cause shown. See Rule 14.12(f)(2)(C).
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    With respect to commenters' concerns that the proposed listing
standards would treat ETPs fundamentally differently than other types
of listed equity securities, the Commission notes that ETPs and other
types of equity securities each have certain listing standards that are
higher on an initial basis and lower on a continuing basis.\28\
Similarly, ETPs and other types of equity securities each have certain
listing standards that are the same on an initial and continuing
basis.\29\ In fact, the listing standards that address the index
composition with respect to certain index-based ETPs already apply
equally on an initial and ongoing basis.\30\
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    \28\ See, e.g., Rule 14.11(e)(5), Interpretations and Policies
.04(a) (requiring a minimum of 100,000 shares of a series of
Currency Trust Shares to be outstanding at commencement of trading)
and Rule 14.11(e)(5)(E)(ii)(b) (requiring 50,000 Currency Trust
Shares issued and outstanding for continued listing).
    \29\ See, e.g., Rule 14.8(b)(1)(B) (requiring at least 1,100,000
publicly held shares for the initial listing of primary equity
securities on BZX); Rule 14.8(e)(2)(B)(ii) (requiring at least
1,100,000 publicly held shares for the continued listing of primary
equity securities on BZX under the Market Value Standard); and Rule
14.8(e)(2)(C)(ii) (requiring at least 1,100,000 publicly held shares
for the continued listing of primary equity securities on BZX under
the Total Assets/Total Revenue Standard).
    \30\ See Rule 14.11(d)(2)(K)(iii) (setting forth the initial and
continued listing requirements for Fixed Income Index-Linked
Securities and stating that ``[t]he Exchange will commence delisting
or removal proceedings if any of the initial listing criteria
described above are not continuously maintained''). The Commission
also notes that ETPs are structurally different from other types of
equity securities. See Securities Exchange Act Release No. 53142
(January 19, 2006), 71 FR 4180, 4182 and 4187 (January 25, 2006)
(SR-NASD-2006-001) (approving generic listing standards for Index-
Linked Securities, stating that ``[a]n Index Security, just like an
ETF, derives its value by reference to the underlying index. For
this reason, the Commission has required that markets that list
index based securities monitor the qualifications of not just the
actual security (e.g., the ETF, index option, or Index Securities),
but also of the underlying indexes (and of the index providers),''
and where the NASD stated that ``[i]n contrast to a typical
corporate security (e.g., a share of common stock of a corporation),
whose value is determined by the interplay of supply and demand in
the marketplace, the fair value of an index-based security can be
determined only by reference to the underlying index itself, which
is a proprietary creation of the particular index provider. For this
reason, the Commission has always required that markets that list or
trade index-based securities continuously monitor the qualifications
of not just the actual securities being traded (e.g., exchange-
traded funds (`ETF'), index options, or Index Securities), but also
of the underlying indexes and of the index providers.'').
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    Finally, with respect to commenters' questions regarding the
purpose of the proposal and its impact on the potential for
manipulation and investor protection, the Commission notes that, in
approving a wide variety of ETP listing standards, including standards
that apply to underlying indexes or portfolios, the Commission has
consistently explained that these standards, among other things,\31\
are intended to reduce the potential for manipulation by assuring that
the ETP is sufficiently broad-based, and that the components of an
index or portfolio underlying an ETP are adequately capitalized,
sufficiently liquid, and that no one stock dominates the index.\32\
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    \31\ See, e.g., Securities Exchange Act Release Nos. 54739
(November 9, 2006), 71 FR 66993, 66997 (November 17, 2006) (SR-AMEX-
2006-78) (approving generic listing standards for Portfolio
Depositary Receipts and Index Fund Shares based on international or
global indexes, and stating that ``the proposed listing standards
are designed to preclude ETFs from becoming surrogates for trading
in unregistered securities'' and that ``the requirement that each
component security underlying an ETF be listed on an exchange and
subject to last-sale reporting should contribute to the transparency
of the market for ETFs'' and that ``by requiring pricing information
for both the relevant underlying index and the ETF to be readily
available and disseminated, the proposal is designed to ensure a
fair and orderly market for ETFs''); 53142 (January 19, 2006), 71 FR
4180, 4186 (January 25, 2006) (SR-NASD-2006-001) (approving generic
listing standards for Index-Linked Securities and stating that
``[t]he Commission believes that by requiring pricing information
for both the relevant underlying index or indexes and the Index
Security to be readily available and disseminated, the proposed
listing standards should help ensure a fair and orderly market for
Index Securities''); 34758 (September 30, 1994), 59 FR 50943, 50945-
46 (October 6, 1994) (SR-NASD-94-49) (approving listing standards
for Selected Equity-Linked Debt Securities (``SEEDS'') and stating
that ``the listing standards and issuance restrictions should help
to reduce the likelihood of any adverse market impact on the
securities underlying SEEDS,'' and where the NASD stated that ``the
proposed numerical, quantitative listing standards should ensure
that only substantial companies capable of meeting their contingent
obligations created by SEEDS are able to list such products on
Nasdaq'').
    \32\ See, e.g., Securities Exchange Act Release Nos. 54739
(November 9, 2006), 71 FR 66993, 66996-97 (November 17, 2006) (SR-
AMEX-2006-78) (approving generic listing standards for Portfolio
Depositary Receipts and Index Fund Shares based on international or
global indexes, and stating that standards related to the
composition of an index or portfolio underlying an ETF ``are
designed, among other things, to require that components of an index
or portfolio underlying an ETF are adequately capitalized and
sufficiently liquid, and that no one stock dominates the index'' and
that ``[t]aken together, the Commission finds that these standards
are reasonably designed to ensure that stocks with substantial
market capitalization and trading volume account for a substantial
portion of any underlying index or portfolio, and that when applied
in conjunction with the other applicable listing requirements, will
permit the listing only of ETFs that are sufficiently broad-based in
scope to minimize potential manipulation''); 53142 (January 19,
2006), 71 FR 4180, 4186 (January 25, 2006) (SR-NASD-2006-001)
(approving generic listing standards for Index-Linked Securities and
stating that the listing standards for Index-Linked Securities,
including minimum market capitalization, monthly trading volume, and
relative weight requirements ``are designed to ensure that the
trading markets for index components underlying Index Securities are
adequately capitalized and sufficiently liquid, and that no one
stock dominates the index. The Commission believes that these
requirements should significantly minimize the potential for [ ]
manipulation.''); 78396 (July 22, 2016), 81 FR 49698, 49702 (July
28, 2016) (SR-BATS-2015-100) (approving generic listing standards
for Managed Fund Shares, noting the Exchange's statement that the
proposed requirements for Managed Fund Shares are based in large
part on the generic listing criteria currently applicable to Index
Fund Shares and stating that ``the Commission believes that this is
an appropriate approach with respect to underlying asset classes
covered by the existing generic standards, because the mere addition
of active management to an ETF portfolio that would qualify for
generic listing as an index-based ETF should not affect the
portfolio's susceptibility to manipulation'').
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    For exchange listing standards to effectively achieve their goals,
including to effectively address the potential for manipulation of a
listed ETP, their application cannot be linked to only a single point
in time (i.e., the time of initial listing). Instead, they must be
applied on an ongoing basis. The Commission notes that, currently,
certain provisions within Rule 14.11 impose specific listing
requirements on an initial basis, without imposing ongoing listing
requirements that are intended to achieve the same goals as these
initial listing requirements.\33\ To fill this gap, the proposal would
specify that certain listing requirements in Rule 14.11 apply both on
an initial and ongoing basis, rather than only at the time of initial
listing.\34\ Also, with

respect to non-generically listed products, the Exchange proposes to
amend Rule 14.11(a) to state that any of the statements or
representations in the proposed rule change regarding the index
composition, the description of the portfolio or reference asset,
limitations on portfolio holdings or reference assets, dissemination
and availability of index, reference asset, and intraday indicative
values (as applicable), or the applicability of Exchange listing rules
specified in the proposed rule change constitute continued listing
requirements.\35\
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    \33\ Moreover, certain of the listing requirements do not
explicitly state that they apply on an ongoing, as well as initial,
basis. In these cases, the proposal would make explicit that the
requirements apply both on an initial and ongoing basis. See, e.g.,
proposed changes to Rule 14.11(b)(3)(B)-(C) (making explicit that,
for Portfolio Depository Receipts, requirements related to index
methodology and index value dissemination, as well as intraday
indicative value dissemination, apply on an initial and ongoing
basis); proposed changes to Rule 14.11(d)(2)(E) (making explicit
that, for Linked Securities, requirements related to tangible net
worth and earnings apply on an initial and ongoing basis); proposed
changes to Rule 14.11(e)(3), Interpretations and Policies .03
(making explicit that, for Trust Certificates, requirements related
to the qualifications of a trustee and changes to a trustee apply on
an initial and ongoing basis).
    \34\ For example, current Rule 14.11(b)(3)(A)(i) sets forth
requirements for component stocks of an index or portfolio
underlying a series of generically-listed Portfolio Depository
Receipts, which apply upon initial listing. These requirements
include, for example, minimum market value, minimum monthly trading
volume, and concentration limits for the component stocks. The
proposal would specify that these requirements apply both on an
initial and continued basis.
    \35\ The Commission notes that it has approved proposed rule
changes for the listing and trading of ETPs that included similar
representations. See, e.g., Securities Exchange Act Release No.
77548 (April 6, 2016), 81 FR 21626, 21630 (April 12, 2016) (SR-
NASDAQ-2015-161). The Commission also notes that similar types of
requirements exist in Rule 14.11. See, e.g., Rule 14.11(b)(3)
(setting forth, among other things, index composition requirements
and intraday indicative value dissemination requirements for certain
generically-listed Portfolio Depository Receipts).
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    Because the proposal specifies continued listing requirements for
products listed pursuant to Rule 14.11, the Commission believes the
proposal is designed to achieve on a continuing basis the goals of the
listing requirements, including ensuring that the Exchange lists
products that are not susceptible to manipulation and maintaining fair
and orderly markets for the listed products. In particular,\36\ the
Commission believes that the proposal is designed to ensure that stocks
with substantial market capitalization and trading volume account for a
substantial portion of the weight of an index or portfolio underlying a
listed product; \37\ provide transparency regarding the components of
an index or portfolio underlying a listed product; \38\ ensure that
there is adequate liquidity in the listed product itself; \39\ and
provide timely and fair disclosure of useful information that may be
necessary to price the listed product.\40\ Moreover, the Commission
believes that the proposal to require an issuer to notify the Exchange
of its failures to comply with continued listing requirements would
supplement the Exchange's own surveillance of the listed products.\41\
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    \36\ See also supra notes 31-32 (noting additional goals of the
ETP listing standards).
    \37\ For example, as proposed, the requirements under Rule
14.11(b)(3)(A), including minimum market value and minimum monthly
trading volume requirements for components of the index or portfolio
underlying Portfolio Depository Receipts, would apply both on an
initial and ongoing basis. Also, for non-generically listed
products, the proposal would provide that statements or
representations made in the proposed rule changes relating to the
index composition and the description of the portfolio, among other
things, constitute continued listing requirements. See proposed
changes to Rule 14.11(a).
    \38\ For example, as proposed, the requirements under Rule
14.11(b)(3)(A), including the requirement that components of the
index or portfolio underlying Portfolio Depository Receipts be
exchange-listed and NMS stocks, would apply both on an initial and
ongoing basis.
    \39\ For example, the Exchange proposes to amend Rule
14.11(e)(12)(B) to explicitly state that listing requirements for
SEEDS apply both on an initial and ongoing basis, including, for
example, the minimum public distribution and the minimum market
value of an issue of SEEDS.
    \40\ For example, the proposed changes to Rule 14.11(b)(3)(B)-
(C) would make explicit that the requirements related to the
dissemination of the value of the index underlying Portfolio
Depository Receipts and the intraday indicative value for Portfolio
Depository Receipts apply on an initial and ongoing basis.
    \41\ The Commission notes that the concept of issuer
notification is not novel. For example, in connection with its
proposal to adopt generic listing standards for Managed Fund Shares,
the Exchange stated that, prior to listing pursuant to the generic
listing standards, an issuer would be required to represent to the
Exchange that it will advise the Exchange of any failure by a series
of Managed Fund Shares to comply with the continued listing
requirements, and, pursuant to its obligations under Section
19(g)(1) of the Act, the Exchange will surveil for compliance with
the continued listing requirements. See Securities Exchange Act
Release No. 78396 (July 22, 2016), 81 FR 49698, 49702 (July 28,
2016) (SR-BATS-2015-100).
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    As noted above, the proposal specifies the delisting procedures for
products listed pursuant to Rule 14.11. The Commission believes that
the proposed amendments to Rule 14.12 would provide transparency
regarding the process that the Exchange will follow if a listed product
fails to meet its continued listing requirements. Also, as noted above,
the process surrounding compliance plans already exists in Rule 14.12.
As a result, the proposed delisting procedures are not novel.
    Finally, the Commission believes that the conforming and technical
proposed changes do not raise novel issues, are designed to further the
goals of the listing standards, and provide clarity and consistency in
the Exchange's rules.
    For the reasons discussed above, the Commission finds that the
proposed rule change, as modified by Amendment Nos. 1 and 2, is
consistent with the Act.

IV. Accelerated Approval of Amendment Nos. 1 and 2

    As noted above, in Amendment No. 1, the Exchange: (i) Further
amended Rule 14.11(a) to require a Company with securities listed under
Rule 14.11 to provide the Exchange with prompt notification if the
Company (rather than an Executive Officer of the Company) becomes aware
of its non-compliance with the requirements of Rule 14.11; (ii) further
amended Rule 14.11 to reflect that certain listing requirements apply
on an initial and ongoing basis; (iii) further amended Rule 14.11 to
consistently state that the Exchange will initiate delisting
proceedings if continued listing requirements are not maintained; (iv)
further amended Rule 14.11 to provide that the Exchange would initiate
delisting proceedings due to an interruption to the dissemination of
index, reference asset, or intraday indicative values (as applicable to
the product) only if the interruption persists past the trading day in
which it occurred; (v) further amended Rule 14.11 to consistently state
that the Exchange will implement and maintain surveillance procedures
for the applicable product; and (vi) made other technical, clarifying,
and conforming changes throughout Rule 14.11. The Commission believes
that Amendment No. 1 furthers the goals of the proposed rule change as
discussed above, and enhances consistency between the Exchange's
proposal and a recently approved proposal from another exchange.\42\ In
Amendment No. 2, the Exchange specified the implementation date for the
proposed rule change and made clarifying and technical changes. The
Commission believes that Amendment No. 2 provides clarity and does not
alter the substance of the proposed rule change. Accordingly, the
Commission finds good cause, pursuant to Section 19(b)(2) of the
Act,\43\ to approve the proposed rule change, as modified by Amendment
Nos. 1 and 2, on an accelerated basis.
---------------------------------------------------------------------------

    \42\ See Securities Exchange Act Release No. 79784 (January 12,
2017), 82 FR 6664 (January 19, 2017) (SR-NASDAQ-2016-135).
    \43\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

V. Solicitation of Comments on Amendment Nos. 1 and 2

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment Nos. 1
and 2 are 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-BatsBZX-2016-80 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BatsBZX-2016-80. 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-BatsBZX-2016-80 and should
be submitted on or before April 3, 2017.

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\44\ that the proposed rule change (SR-BatsBZX-2016-80), as
modified by Amendment Nos. 1 and 2, be, and hereby is, approved on an
accelerated basis.
---------------------------------------------------------------------------

    \44\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\45\
---------------------------------------------------------------------------

    \45\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-04817 Filed 3-10-17; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 150 (Friday, August 3, 2012)]
[Notices]
[Pages 46539-46541]
[FR Doc No: 2012-19030]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67540; File No. SR-NYSEArca-2012-77]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Amending the NYSE
Arca Equities Schedule of Fees and Charges for Exchange Services

July 30, 2012.
    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 July 18, 2012, NYSE Arca, Inc. (the ``Exchange'' or
``NYSE Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II
and III below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \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 amend the NYSE Arca Equities Schedule of
Fees and Charges for Exchange Services (``Fee Schedule''). 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 amend the Fee Schedule, as described
below, and implement the fee changes on August 1, 2012.
    The Exchange proposes to introduce a new Tier and corresponding
credit in the Fee Schedule for ETP Holders, including Market Makers
that execute an average daily volume (``ADV'') of ``Retail Orders''
during the particular month that is 0.40% or more of the U.S.
Consolidated ADV (``CADV'').\4\ For purposes of this proposed new
``Retail Order Tier'' and credit, a Retail Order would be an agency
order that originates from a natural person and is submitted to the
Exchange by an ETP Holder, provided that no change is made to the terms
of the order with respect to price or side of market and the order does
not originate from a trading algorithm or any other computerized
methodology. An ETP Holder that qualifies for the proposed Retail Order
Tier would receive a credit of $0.0032 per share for its Retail Orders
that provide liquidity on the Exchange in Tape A, B and C securities.
For all other fees and credits, Tiered or Basic Rates would apply based
on the ETP Holder's qualifying levels.
---------------------------------------------------------------------------

    \4\ U.S. CADV means United States Consolidated Average Daily
Volume for transactions reported to the Consolidated Tape and
excludes volume on days when the market closes early.
---------------------------------------------------------------------------

    The Exchange also proposes to specify in the Fee Schedule that an
ETP Holder that qualifies for the Retail Order Tier will not be
eligible to qualify for the Tape A, Tape B or Tape C Step Up Tier rates
or the Tape C Step Up Tier 2 rate because these ETP Holders that
qualify for the proposed Retail Order Tier would already receive a
higher credit for Retail Orders that provide liquidity on the Exchange.
    An ETP Holder would be required to designate certain of its order
entry ports at the Exchange as ``Retail Order Ports'' and attest, in a
form and/or manner prescribed by the Exchange, that all orders
submitted to the Exchange via such Retail Order Ports are Retail
Orders. An ETP Holder would be required to designate its Retail Order
Ports, including adding new Retail Order Ports or removing existing
Retail Order Ports that would no longer be used to submit Retail
Orders, no later than the fifth trading day of the month in which the
desired change is to become effective. The proposed Retail Order Tier
would be optional for ETP Holders. Accordingly, an ETP Holder that does
not opt to identify qualified orders as Retail Orders would choose not
to (i) designate any of its ports as Retail Order Ports, (ii) make an
attestation to the Exchange, or (iii) maintain the policies and
procedures described below.
    Additionally, an ETP Holder would be required to have written
policies and procedures reasonably designed to assure that it will only
designate orders as Retail Orders if all requirements of a Retail Order
are met. Such written policies and procedures must require the ETP
Holder to (i) exercise due diligence before entering a Retail Order to
assure that entry as a Retail Order is in compliance with the
requirements specified by the Exchange, and (ii) monitor whether orders
entered as Retail Orders meet the applicable requirements. If the ETP
Holder represents Retail Orders from another broker-dealer customer,
the ETP Holder's supervisory procedures must be reasonably designed to
assure that the orders it receives from such broker-dealer customer
that it designates as Retail Orders meet the definition of a Retail
Order. The ETP Holder must (i) obtain an annual written representation,
in a form acceptable to the Exchange, from each broker-dealer customer
that sends it orders to be designated as Retail Orders that entry of
such orders as Retail Orders will be in compliance with the
requirements specified by the Exchange, and (ii) monitor whether its
broker-dealer customer's Retail Order flow continues to meet the
applicable requirements.\5\
---------------------------------------------------------------------------

    \5\ The Financial Industry Regulatory Authority, Inc.
(``FINRA''), on behalf of the Exchange, will review an ETP Holder's
compliance with these requirements through an exam-based review of
the ETP Holder's internal controls.
---------------------------------------------------------------------------

    The Exchange further proposes that it may disqualify an ETP Holder
from qualifying for the Retail Order Tier if the Exchange determines,
in its sole discretion, that an ETP Holder has failed to abide by the
requirements proposed herein, including, for example, if an ETP Holder
designates orders submitted to the Exchange as Retail Orders but those
orders fail to meet any of the requirements of Retail Orders. Tiered or
Basic Rates would apply based on the ETP Holder's qualifying levels for
an ETP Holder that is disqualified from qualifying for the Retail Order
Tier.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Securities Exchange Act of 1934 (the ``Act''),
in general, and furthers the objectives of Section 6(b)(4) of the Act,
in particular, because it provides for the equitable allocation of
reasonable dues, fees, and other charges among its members, issuers and
other persons using its facilities and does not unfairly discriminate
between customers, issuers, brokers or dealers.
    The Exchange believes that the proposed rule change is reasonable,
equitable and not unfairly discriminatory because it would encourage
ETP Holders to send additional Retail Orders to the Exchange for
execution in order to qualify for an incrementally higher credit for
such executions that add liquidity on the Exchange. In this regard, the
Exchange believes that maintaining or increasing the proportion of
Retail Orders in exchange-listed securities that are executed on a
registered national securities exchange (rather than relying on certain
available off-exchange execution methods) would contribute to
investors' confidence in the fairness of their transactions and would
benefit all investors by deepening the Exchange's liquidity pool,
supporting the quality of price discovery, promoting market
transparency and improving investor protection.
    The Exchange believes that the rate proposed for the Retail Order
Tier credit is reasonable because it is directly related to an ETP
Holder's level of Retail Order executions during the month. The
Exchange also believes that the proposed rate is reasonable because it
is consistent with certain other credits, such as the Investor Tier 2
credit of $0.0032, available to ETP Holders that satisfy certain
criteria that is related to the ETP Holder's level of trading activity
on the Exchange. In this regard, the Exchange also believes that the
proposed Retail Order Tier credit is equitable and not unfairly
discriminatory because it would not be the only manner of qualifying
for a credit of $0.0032 per share. Additionally, the Exchange believes
that the proposed Retail Order Tier credit is equitable and not
unfairly discriminatory because it would incentivize ETP Holders to
submit Retail Orders to the Exchange and would result in a credit that
is reasonably related to an exchange's market quality that is
associated with higher volumes.
    The Exchange believes that requiring an ETP Holder to submit an ADV
of Retail Orders during a month of 0.40% or more of CADV is reasonable,
equitable and not unfairly discriminatory because this percentage is
within a range that the Exchange

believes would incentivize ETP Holders to submit Retail Orders to the
Exchange in order to qualify for the applicable credit of $0.0032 per
share. The Exchange notes that certain other existing pricing Tiers
within the Fee Schedule make credits available to ETP Holders that are
also based on the ETP Holder's level of activity as a percentage of
CADV. These existing percentage thresholds, depending on other related
factors and the level of the corresponding credits, are both higher and
lower than the 0.40% proposed herein.\6\ Moreover, like existing
pricing on the Exchange that is tied to ETP Holder volume levels as a
percentage of CADV, the proposed Retail Order Tier credit is equitable
and not unfairly discriminatory because it would be available for all
ETP Holders, including Market Makers, on an equal and non-
discriminatory basis. Furthermore, the Exchange notes that the proposed
Retail Order Tier would be optional for ETP holders.
---------------------------------------------------------------------------

    \6\ For example, Investor Tier 1 requires, in part, that an ETP
Holder provide liquidity of 0.45% or more of CADV in order to
qualify for a credit of $0.0033 per share for orders that provide
liquidity on the Exchange. Similarly, Investor Tier 2 requires, in
part, that an ETP Holder provide liquidity of 0.60% or more of CADV
in order to qualify for a credit of $0.0032 per share for orders
that provide liquidity on the Exchange. Additionally, Investor Tier
3 requires, in part, that an ETP Holder provide liquidity of between
0.30% and 0.45% of CADV in order to qualify for a credit of $0.0030
per share for orders that provide liquidity on the Exchange.
---------------------------------------------------------------------------

    The Exchange believes that excluding an ETP Holder that qualifies
for the Retail Order Tier from the Tape A, Tape B and Tape C Step Up
Tier rates and the Tape C Step Up Tier 2 rate is reasonable, equitable
and not unfairly discriminatory because such orders would already
receive a higher credit for such executions that provide liquidity on
the Exchange.
    Finally, the Exchange notes that it operates in a highly
competitive market in which market participants can readily favor
competing venues. In such an environment, the Exchange must continually
review, and consider adjusting, its fees and credits to remain
competitive with other exchanges. For the reasons described above, the
Exchange believes that the proposed rule change reflects this
competitive environment.

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.

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

    The foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \7\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \8\ thereunder, because it establishes a due, fee, or other charge
imposed by the NYSE Arca.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.

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-2012-77 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2012-77. 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-2012-77 and should
be submitted on or before August 24, 2012.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
---------------------------------------------------------------------------

    \9\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-19030 Filed 8-2-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 55 (Thursday, March 23, 2017)]
[Proposed Rules]
[Pages 14845-14846]
[FR Doc No: 2017-04932]

=======================================================================
-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R06-OAR-2013-0167; FRL-9958-59-Region 6]

Approval and Promulgation of Implementation Plans; Louisiana;
Volatile Organic Compounds Rule Revision and Stage II Vapor Recovery

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

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

SUMMARY: The Environmental Protection Agency (EPA) is proposing to
approve revisions submitted by the State of Louisiana controlling
emissions of volatile organic compounds (VOCs) and changes to the Stage
II gasoline vapor recovery rule as part of the Louisiana State
Implementation Plan (SIP).

DATES: Written comments should be received on or before April 24, 2017.

ADDRESSES: Submit your comments, identified by EPA-R06-OAR-2013-0167,
at http://www.regulations.gov or via email to<EMAIL_ADDRESS>
For additional information on how to

submit comments see the detailed instructions in the ADDRESSES section
of the direct final rule located in the rules section of this Federal
Register.

FOR FURTHER INFORMATION CONTACT: Tracie Donaldson,<PHONE_NUMBER>
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: In the final rules section of this Federal
Register, the EPA is approving the State's SIP submittal as a direct
rule without prior proposal because the Agency views this as
noncontroversial submittal and anticipates no adverse comments. A
detailed rationale for the approval is set forth in the direct final
rule. If no relevant adverse comments are received in response to this
action no further activity is contemplated. If the EPA receives
relevant adverse comments, the direct final rule will be withdrawn and
all public comments received will be addressed in a subsequent final
rule based on this proposed rule. The EPA will not institute a second
comment period. Any parties interested in commenting on this action
should do so at this time.
    For additional information, see the direct final rule which is
located in the rules section of this Federal Register.

    Dated: February 6, 2017.
Samuel Coleman,
Acting Regional Administrator, Region 6.
[FR Doc. 2017-04932 Filed 3-22-17; 8:45 am]
 BILLING CODE 6560-50-P


Comment Info: =================

General Comment:I have been using ecigs for about two years, although maybe not total safe, I have seen a great benefit over regular cigs, I can breath better, my mouth feels a lot cleaner, and I have less of a cough, I think they are a  improvement over regular cigs, Iam 58 yrs old have smoked since 18.

please leave the comment period open for 180 days


[Federal Register Volume 77, Number 105 (Thursday, May 31, 2012)]
[Notices]
[Pages 32161-32165]
[FR Doc No: 2012-13145]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67054; File No. SR-NYSEArca-2012-25]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting
Approval of Proposed Rule Change Relating to Listing and Trading of the
WisdomTree Brazil Bond Fund Under NYSE Arca Equities Rule 8.600

May 24, 2012.

I. Introduction

    On March 23, 2012, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
list and trade shares (``Shares'') of the WisdomTree Brazil Bond Fund
(``Fund'') under NYSE Arca Equities Rule 8.600. The proposed rule
change was published for comment in the Federal Register on April 11,
2012.\3\ The Commission received no comments on the proposal. This
order grants approval of the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 66753 (April 6,
2012), 77 FR 21827 (``Notice'').
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    The Exchange proposes to list and trade the Shares of the Fund
pursuant to NYSE Arca Equities Rule 8.600, which governs the listing
and trading of Managed Fund Shares on the Exchange. The Shares will be
offered by WisdomTree Trust (``Trust''), a Delaware statutory trust
registered with the Commission as an investment company.\4\ The
investment adviser to the Fund is WisdomTree Asset Management, Inc.
(``Adviser''). The Fund's sub-adviser is Western Asset Management
Company (``Sub-Adviser''). ALPS Distributors, Inc. serves as the
distributor for the Trust. The Bank of New York Mellon is the
administrator, custodian, and transfer agent for the Trust.
---------------------------------------------------------------------------

    \4\ See Registration Statement on Form N-1A for the Trust under
the Securities Act of 1933 (15 U.S.C. 77a) and under the Investment
Company Act of 1940 (``1940 Act''), dated October 8, 2010 (File Nos.
333-132380 and 811-21864) (``Registration Statement''). In addition,
the Commission has issued an order granting certain exemptive relief
to the Trust under the 1940 Act. See Investment Company Act Release
No. 28471 (October 27, 2008) (File No. 812-13458) (``Exemptive
Order'').
---------------------------------------------------------------------------

    The Exchange represents that the Adviser is not affiliated with a
broker-dealer. The Sub-Adviser 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 the Fund's portfolio. In
addition, Sub-Adviser personnel who make decisions on the Fund's
portfolio composition are subject to procedures designed to prevent the
use and dissemination of material non-public information regarding the
Fund's portfolio.\5\
---------------------------------------------------------------------------

    \5\ See Commentary .06 to NYSE Arca Equities Rule 8.600. The
Exchange represents that, in the event (a) the Adviser or the Sub-
Adviser becomes newly affiliated with a broker-dealer, or (b) any
new adviser or sub-adviser becomes affiliated with a broker-dealer,
it will implement a fire wall with respect to such broker-dealer
regarding access to information concerning the composition and/or
changes to the portfolio, and will be subject to procedures designed
to prevent the use and dissemination of material non-public
information regarding such portfolio.
---------------------------------------------------------------------------

Description of the Fund

    The Fund will seek to provide investors with a high level of total
return consisting of both income and capital appreciation. The Fund
will be designed to provide exposure to a broad range of Brazilian
government and corporate bonds through investment in both local
currency (i.e., Brazilian real) and U.S. dollar-denominated Fixed
Income Securities, which will include bonds, notes, or other debt
obligations, including loan participation notes (``LPNs''),\6\
inflation-linked debt, and debt securities issued by ``supranational
issuers,'' such as the European Investment Bank, International Bank for
Reconstruction and Development, and the International Finance
Corporation, as well as development agencies supported by other
national governments. The Fund may invest to a lesser extent in Money
Market Securities and derivative instruments, as described below.
---------------------------------------------------------------------------

    \6\ The Fund may invest in LPNs with a minimum outstanding
principal amount of $200 million that the Adviser or Sub-Adviser
deems to be liquid. The Adviser represents that the Fund will invest
a limited percentage of its assets in LPNs.
---------------------------------------------------------------------------

    The Fund will be designed to provide broad exposure to Brazilian
government and corporate bonds and will invest in a range of
instruments with varying credit risk and duration. The Fund intends to
invest in bonds and debt instruments issued by the government of Brazil
and its agencies and instrumentalities and bonds and other debt
instruments issued by corporations organized in Brazil.\7\ The Fund
also may invest in bonds and debt instruments denominated in Brazilian
real and issued by supranational issuers, as described above. The Fund
intends to invest at least 70% of its net assets in Fixed Income
Securities. The Fund will invest only in corporate bonds that the
Adviser or Sub-Adviser deems to be sufficiently liquid. Generally a
corporate bond must have $200 million or more par amount outstanding
and significant par value traded to be considered as an eligible
investment. Economic and other conditions in Brazil may, from time to
time, lead to a decrease in the average par amount outstanding of bond
issuances. Therefore, although the Fund does not intend to do so, the
Fund may invest up to 20% of its net assets in corporate bonds with
less than $200 million par amount outstanding, including up to 5% of
its assets in corporate bonds with less than $100 million par amount
outstanding, if (i) the Adviser or Sub-Adviser deems such security to
be sufficiently liquid based on its analysis of the market for such
security (based on, for example, broker-dealer quotations or its
analysis of the trading history of the security or the trading history
of other securities issued by the issuer), (ii) such investment is
consistent with the Fund's goal of providing exposure to a broad range
of Brazilian government and corporate bonds, and (iii) such investment
is deemed by the Adviser or Sub-Adviser to be in the best interest of
the Fund.
---------------------------------------------------------------------------

    \7\ The category of ``Brazilian debt'' includes both U.S.
dollar-denominated debt and non-U.S. or ``local'' currency debt. The
market for Brazilian local currency debt is larger and more actively
traded than the market for Brazilian U.S. dollar-denominated debt.
The Adviser represents that Brazilian sovereign debt is issued in
large par size and tends to be very liquid. Real-denominated
Brazilian debt issued by supranational entities is also actively
traded. Intra-day, executable price quotations on such instruments
are available from major broker-dealer firms. Intra-day price
information is available through subscription services, such as
Bloomberg and Thomson Reuters, which can be accessed by authorized
participants and other investors.
---------------------------------------------------------------------------

    The Fund typically will maintain aggregate portfolio duration of
between two and ten years. Aggregate portfolio duration is a measure of
the portfolio's sensitivity to changes in the level of interest rates.
The Fund's actual portfolio duration may be longer or shorter depending
upon market conditions.
    The universe of Brazilian Fixed Income Securities currently
includes securities that are rated ``investment grade'' as well as
``non-investment grade'' securities. The Fund is designed to provide a
broad-based, representative exposure to Brazilian government and
corporate bonds and therefore will invest in both investment grade and
non-investment grade securities in a manner designed to provide this
exposure. The Fund currently expects that it will have 65% or more of
its assets invested in investment grade securities, and no more than
35% of its assets invested in non-investment grade securities. Because
the Fund is designed to provide exposure to a broad range of Brazilian
government and corporate bonds, and because the debt ratings of the
Brazilian government and those corporate issuers will change from time
to time, the exact percentage of the Fund's investments in investment
grade and non-investment grade securities will change from time to time
in response to economic events and changes to the credit ratings of the
Brazilian government and corporate issuers.\8\ Within the non-
investment grade category, some issuers and instruments are considered
to be of lower credit quality and at higher risk of default. In order
to limit its exposure to these more speculative credits, the Fund will
not invest more than 15% of its assets in securities rated B or below
by Moody's, or equivalently rated by S&P or Fitch. The Fund does not
intend to invest in unrated securities. However, it may do so to a
limited extent, such as where a rated security becomes unrated, if such
security is determined by the Adviser and Sub-Adviser to be of
comparable quality. In determining whether a security is of
``comparable quality,'' the Adviser and Sub-Adviser will consider, for
example, whether the issuer of the security has issued other rated
securities.
---------------------------------------------------------------------------

    \8\ As of January 31, 2012, Brazilian government debt was rated
investment grade by S&P, Moody's, and Fitch. See http://brasilstocks.com/bonds.
---------------------------------------------------------------------------

    The Fund will hold Fixed Income Securities of at least 13 non-
affiliated issuers. The Fund will not concentrate 25% or more of the
value of its total assets (taken at market value at the time of each
investment) in any one industry, as that term is used in the 1940 Act
(except that this restriction does not apply to obligations issued by
the U.S. government or its agencies and instrumentalities or
government-sponsored enterprises).
    The Fund intends to qualify each year as a regulated investment
company (``RIC'') under Subchapter M of the Internal Revenue Code of
1986, as amended. The Fund will invest its assets, and otherwise
conduct its operations, in a manner that is intended to satisfy the
qualifying income, diversification, and distribution requirements
necessary to establish and maintain RIC qualification under Subchapter
M. The Subchapter M diversification tests generally require that (i)
the Fund invest no more than 25% of its total assets in securities
(other than securities of the U.S.

government or other RICs) of any one issuer or two or more issuers that
are controlled by the Fund and that are engaged in the same, similar,
or related trades or businesses, and (ii) at least 50% of the Fund's
total assets consist of cash and cash items, U.S. government
securities, securities of other RICs, and other securities, with
investments in such other securities limited in respect of any one
issuer to an amount not greater than 5% of the value of the Fund's
total assets and 10% of the outstanding voting securities of such
issuer.
    In addition to satisfying the above referenced RIC diversification
requirements, no portfolio security held by the Fund (other than U.S.
government securities) will represent more than 30% of the weight of
the portfolio, and the five highest weighted portfolio securities of
the Fund (other than U.S. government securities) will not in the
aggregate account for more than 65% of the weight of the portfolio. For
these purposes, the Fund may treat repurchase agreements collateralized
by U.S. government securities as U.S. government securities.

Money Market Securities

    The Fund intends to invest in Money Market Securities (as described
below) in a manner consistent with its investment objective in order to
help manage cash flows in and out of the Fund, such as in connection
with payment of dividends or expenses and to satisfy margin
requirements, to provide collateral, or to otherwise back investments
in derivative instruments. For these purposes, Money Market Securities
include: Short-term, high-quality obligations issued or guaranteed by
the U.S. Treasury or the agencies or instrumentalities of the U.S.
government; short-term, high-quality securities issued or guaranteed by
non-U.S. governments, agencies, and instrumentalities; repurchase
agreements backed by U.S. government securities; money market mutual
funds; and deposits and other obligations of U.S. and non-U.S. banks
and financial institutions. All Money Market Securities acquired by the
Fund will be rated investment grade. The Fund does not intend to invest
in any unrated money market securities. However, it may do so, to a
limited extent, such as where a rated Money Market Security becomes
unrated, if such Money Market Security is determined by the Adviser or
the Sub-Adviser to be of comparable quality.

Derivative Instruments

    Consistent with the Exemptive Order, the Fund may use derivative
instruments as part of its investment strategies. Examples of
derivative instruments include listed futures contracts,\9\ forward
currency contracts, non-deliverable forward currency contracts,\10\
currency swaps (e.g., Brazilian real vs. U.S. dollar), interest rate
swaps,\11\ total return swaps,\12\ currency options, options on futures
contracts, and credit-linked notes.\13\ The Fund's use of derivative
instruments (other than credit-linked notes) will be collateralized or
otherwise backed by investments in short term, high-quality U.S. money
market securities and other liquid fixed income securities. The Fund
expects that no more than 30% of the value of the Fund's net assets
will be invested in derivative instruments. Such investments will be
consistent with the Fund's investment objective and will not be used to
enhance leverage.
---------------------------------------------------------------------------

    \9\ The listed futures contracts in which the Fund may invest
will be listed on exchanges either in the U.S. or in Brazil.
Brazil's primary financial markets regulator, the Comissao de
Valores Mobiliarios, is a signatory to the International
Organization of Securities Commissions (``IOSCO'') Multilateral
Memorandum of Understanding (``MMOU''), which is a multi-party
information sharing arrangement among major financial regulators.
Both the Commission and the Commodity Futures Trading Commission are
signatories to the IOSCO MMOU.
    \10\ A forward currency contract is an agreement to buy or sell
a specific currency on a future date at a price set at the time of
the contract.
    \11\ An interest rate swap involves the exchange of a floating
interest rate payment for a fixed interest rate payment.
    \12\ A total return swap is an agreement between two parties in
which one party agrees to make payments of the total return of a
reference asset in return for payments equal to a rate of interest
on another reference asset.
    \13\ The Fund may invest in credit-linked notes. A credit linked
note is a type of structured note whose value is linked to an
underlying reference asset. Credit linked notes typically provide
periodic payments of interest as well as payment of principal upon
maturity. The value of the periodic payments and the principal
amount payable upon maturity are tied (positively or negatively) to
a reference asset such as an index, government bond, interest rate,
or currency exchange rate. The ongoing payments and principal upon
maturity typically will increase or decrease depending on increases
or decreases in the value of the reference asset. The Fund's
investments in credit-linked notes will be limited to notes
providing exposure to Brazilian Fixed Income Securities. The Fund's
overall investment in credit-linked notes will not exceed 25% of the
Fund's assets.
---------------------------------------------------------------------------

    With respect to certain kinds of derivative transactions entered
into by the Fund that involve obligations to make future payments to
third parties, including, but not limited to, futures, forward
contracts, swap contracts, the purchase of securities on a when-issued
or delayed delivery basis, or reverse repurchase agreements, under
applicable federal securities laws, rules, and interpretations thereof,
the Fund must ``set aside'' liquid assets or engage in other measures
to ``cover'' open positions with respect to such transactions.
    The Fund may engage in foreign currency transactions and may invest
directly in foreign currencies in the form of bank and financial
institution deposits, certificates of deposit, and bankers acceptances
denominated in a specified non-U.S. currency. The Fund may enter into
forward currency contracts in order to ``lock in'' the exchange rate
between the currency it will deliver and the currency it will receive
for the duration of the contract.\14\
---------------------------------------------------------------------------

    \14\ The Fund will invest only in currencies, and instruments
that provide exposure to such currencies, that have significant
foreign exchange turnover and are included in the Bank for
International Settlements, Triennial Central Bank Survey, Report on
Global Foreign Exchange Market Activity in 2010 December 2010 (``BIS
Survey''). The Fund may invest in currencies, and instruments that
provide exposure to such currencies, selected from the top 40
currencies (as measured by percentage share of average daily
turnover for the applicable month and year) included in the BIS
Survey.
---------------------------------------------------------------------------

    The Fund may enter into repurchase agreements with counterparties
that are deemed to present acceptable credit risks, and may enter into
reverse repurchase agreements, which involve the sale of securities
held by the Fund subject to its agreement to repurchase the securities
at an agreed upon date or upon demand and at a price reflecting a
market rate of interest.
    The Fund may invest in the securities of other investment companies
(including money market funds and exchange-traded funds). The Fund may
hold up to an aggregate amount of 15% of its net assets in (1) illiquid
securities, (2) Rule 144A securities, and (3) loan interests (such as
loan participations and assignments, but not including LPNs). Illiquid
securities include securities subject to contractual or other
restrictions on resale and other instruments that lack readily
available markets. The Fund will not invest in non-U.S. equity
securities.
    Additional information regarding the Shares and the Fund, including
investment strategies, Fixed Income Securities, risks, creation and
redemption procedures, fees, portfolio holdings disclosure policies,
distributions, and taxes can be found in the Notice and Registration
Statement, as applicable.\15\
---------------------------------------------------------------------------

    \15\ See supra notes 3 and 4, respectively.

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

III. Discussion and Commission's Findings

    The Commission has carefully reviewed the proposed rule change and
finds that it is consistent with the requirements of Section 6 of the
Act \16\ and the rules and regulations thereunder applicable to a
national securities exchange.\17\ In particular, the Commission finds
that the proposal is consistent with Section 6(b)(5) of the Act,\18\
which requires, among other things, that the Exchange's rules be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in facilitating transactions in
securities, 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. The Commission notes that
the Fund and the Shares must comply with the requirements of NYSE Arca
Equities Rule 8.600 to be listed and traded on the Exchange.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f.
    \17\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \18\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission finds that the proposal to list and trade the Shares
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the
Act,\19\ which sets forth Congress' finding that it is in the public
interest and appropriate for the protection of investors and the
maintenance of fair and orderly markets to assure the availability to
brokers, dealers, and investors of information with respect to
quotations for, and transactions in, securities. Quotation and last-
sale information for the Shares will be available via the Consolidated
Tape Association (``CTA'') high-speed line. In addition, the Portfolio
Indicative Value (``PIV''), as defined in NYSE Arca Equities Rule
8.600(c)(3), will be widely disseminated by one or more major market
data vendors at least every 15 seconds during the Exchange's Core
Trading Session.\20\ On each business day, before commencement of
trading in Shares in the Core Trading Session on the Exchange, the Fund
will disclose on its Web site the Disclosed Portfolio, as defined in
NYSE Arca Equities Rule 8.600(c)(2), that will form the basis for the
Fund's calculation of the NAV at the end of the business day.\21\ The
NAV of the Fund's Shares generally will be calculated once daily Monday
through Friday as of the close of regular trading on the New York Stock
Exchange (``NYSE'') (generally 4:00 p.m., Eastern time or ``E.T.''). In
addition, 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
the previous day's closing price and trading volume information for the
Shares will be published daily in the financial section of newspapers.
The Web site for the Fund will include a form of the prospectus for the
Fund that may be downloaded, additional data relating to NAV, and other
applicable quantitative information, updated on a daily basis. Intra-
day and end-of-day prices are readily available through major market
data providers and broker-dealers for the Fixed Income Securities,
Money Market Securities, and derivative instruments held by the Fund.
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \20\ According to the Exchange, several major market data
vendors display and/or make widely available PIVs published on the
CTA or other data feeds. In addition, during hours when the markets
for Fixed Income Securities in the Fund's portfolio are closed, the
PIV will be updated at least every 15 seconds during the Core
Trading Session to reflect currency exchange fluctuations.
    \21\ The Disclosed Portfolio will include, as applicable, the
names, quantity, percentage weighting, and market value of Fixed
Income Securities and other assets held by the Fund and the
characteristics of such assets. The Web site and information will be
publicly available at no charge.
---------------------------------------------------------------------------

    The Commission further believes that the proposal to list and trade
the Shares is reasonably designed to promote fair disclosure of
information that may be necessary to price the Shares appropriately and
to prevent trading when a reasonable degree of transparency cannot be
assured. The Commission notes that the Exchange will obtain a
representation from the issuer of the Shares that the NAV and the
Disclosed Portfolio will be made available to all market participants
at the same time.\22\ In addition, the Exchange will halt trading in
the Shares under the specific circumstances set forth in NYSE Arca
Equities Rule 8.600(d)(2)(D), and may halt trading in the Shares if
trading is not occurring in the securities and/or the financial
instruments comprising the Disclosed Portfolio of the Fund, or if other
unusual conditions or circumstances detrimental to the maintenance of a
fair and orderly market are present.\23\ The Exchange will consider the
suspension of trading in or removal from listing of the Shares if the
PIV is no longer calculated or available or the Disclosed Portfolio is
not made available to all market participants at the same time.\24\
While the Adviser is not affiliated with a broker-dealer, the Sub-
Adviser 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 the Fund's
portfolio.\25\ Further, the Commission notes that the Reporting
Authority that provides the Disclosed Portfolio must implement and
maintain, or be subject to, procedures designed to prevent the use and
dissemination of material non-public information regarding the actual
components of the portfolio.\26\ The Exchange states that it has a
general policy prohibiting the distribution of material, non-public
information by its employees. The Commission also notes that the Fund
will not invest in non-U.S. equity securities, and the Exchange may
obtain information via the Intermarket Surveillance Group (``ISG'')
from other exchanges that are members of ISG or with which the Exchange
has in place a comprehensive surveillance sharing agreement.\27\
---------------------------------------------------------------------------

    \22\ See NYSE Arca Equities Rule 8.600(d)(1)(B) (requiring, in
addition, that the Exchange obtain a representation from the issuer
of the Shares that the NAV will be calculated daily).
    \23\ 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. Trading in Shares of the Fund
will be halted if the circuit breaker parameters in NYSE Arca
Equities Rule 7.12 have been reached. Trading also may be halted
because of market conditions or for reasons that, in the view of the
Exchange, make trading in the Shares inadvisable.
    \24\ See NYSE Arca Equities Rule 8.600(d)(2)(C)(ii).
    \25\ See supra note 5 and accompanying text. The Commission
notes that an investment adviser to an open-end fund is required to
be registered under the Investment Advisers Act of 1940 (``Advisers
Act''). As a result, the Adviser and Sub-Adviser and their related
personnel are subject to the provisions of Rule 204A-1 under the
Advisers Act relating to codes of ethics. This Rule requires
investment advisers to adopt a code of ethics that reflects the
fiduciary nature of the relationship to clients as well as
compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) adopted and implemented written policies and procedures
reasonably designed to prevent violation, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
    \26\ See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii).
    \27\ See Notice, supra note 3.
---------------------------------------------------------------------------

    The Exchange further represents that the Shares are deemed to be
equity securities, thus rendering trading in the Shares subject to the
Exchange's

existing rules governing the trading of equity securities. In support
of this proposal, the Exchange has made representations, including:
    (1) The Shares will be subject to NYSE Arca Equities Rule 8.600,
which sets forth the initial and continued listing criteria applicable
to Managed Fund Shares.
    (2) The Exchange has appropriate rules to facilitate transactions
in the Shares during all trading sessions.
    (3) The Exchange's surveillance procedures applicable to derivative
products, which include Managed Fund Shares, 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.
    (4) Prior to the commencement of trading, the Exchange will inform
its Equity Trading Permit Holders in an Information Bulletin of the
special characteristics and risks associated with trading the Shares.
Specifically, the Information Bulletin will discuss the following: (a)
The procedures for purchases and redemptions of Shares in Creation Unit
aggregations (and that Shares are not individually redeemable); (b)
NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence
on its Equity Trading Permit Holders to learn the essential facts
relating to every customer prior to trading the Shares; (c) the risks
involved in trading the Shares during the Opening and Late Trading
Sessions when an updated PIV will not be calculated or publicly
disseminated; (d) how information regarding the PIV is disseminated;
(e) the requirement that Equity Trading Permit Holders deliver a
prospectus to investors purchasing newly issued Shares prior to or
concurrently with the confirmation of a transaction; and (f) trading
information.
    (5) For initial and/or continued listing, the Fund must be in
compliance with Rule 10A-3 under the Act,\28\ as provided by NYSE Arca
Equities Rule 5.3.
---------------------------------------------------------------------------

    \28\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

    (6) The Fund may hold up to an aggregate amount of 15% of its net
assets in: (a) Illiquid securities; (b) Rule 144A securities; and (c)
loan interests (such as loan participations and assignments, but not
including LPNs).
    (7) The Fund expects that no more than 30% of the value of the
Fund's net assets will be invested in derivative instruments, and such
investments will be consistent with the Fund's investment objective and
will not be used to enhance leverage.
    (8) The Fund will not invest in non-U.S. equity securities.
    (9) A minimum of 100,000 Shares of the Fund will be outstanding at
the commencement of trading on the Exchange.

This approval order is based on all of the Exchange's representations.
    For the foregoing reasons, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act \29\ and the
rules and regulations thereunder applicable to a national securities
exchange.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\30\ that the proposed rule change (SR-NYSEArca-2012-25) be, and it
hereby is, approved.
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78s(b)(2).
    \31\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-13145 Filed 5-30-12; 8:45 am]
BILLING CODE 8011-01-P


 MEMORANDUM

DATE: 11/20/14

FROM: 		Ken Mitchell/EPA Region 4

TO:CLEAN POWER PLAN FOR EXISTING POWER PLANTS; DOCKET ID: OAR - 2013-0602

SUBJECT:DISCUSSION OF THE CLEAN POWER Plan at the Georgia Environmental Conference

SUMMARY:         REGION 4 PROVIDED INFORMATION ON THE CLEAN POWER PLAN to participants at the Georgia  Environmental Conference in Jekyll Island, Georgia, on August 21, 2014.  The Clean Power Plan  for Existing Power Plants was proposed on June 2, 2014.   ATTENDEES:

EPA Carol Kemker/EPA R4 Beverly Banister/EPA R4

External Stakeholders Approximately 13 session participants

ATTACHMENT