[Federal Register Volume 79, Number 140 (Tuesday, July 22, 2014)]
[Notices]
[Pages 42605-42613]
[FR Doc No: 2014-17155]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72631; File No. SR-NYSEArca-2014-76]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change as Modified by Amendment No. 1 and Amendment
No. 2 Proposing To List and Trade Shares of the Cambria Global Momentum
ETF Under NYSE Arca Equities Rule 8.600

July 16, 2014.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b4 thereunder,\3\ notice is hereby
given that, on July 1, 2014, 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. On July 14, the Exchange filed Amendment No. 1 to the
proposed rule change.\4\ On July 15, the Exchange filed Amendment No. 2
to the proposed rule change.\5\ 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.
    \4\ Amendment No. 1 replaced and superseded the original filing
in its entirety.
    \5\ Amendment No. 2 replaces and supersedes Amendment No. 1 in
its entirety.
---------------------------------------------------------------------------

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

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

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (''Shares'') of the
following under NYSE Arca Equities Rule 8.600, which governs the
listing and trading of Managed Fund Shares \6\: Cambria Global Momentum
ETF (``Fund'').\7\ The Shares will be offered by the Cambria ETF Trust
(the ``Trust''), a Delaware statutory trust which is registered with
the Commission as an open-end management investment company.\8\ Cambria
Investment Management, L.P. (``Cambria'' or the ``Adviser'') will serve
as the investment adviser of the Fund. SEI Investments Distribution Co.
(the ``Distributor'') will be the principal underwriter and distributor
of the Fund's Shares. SEI Investments Global Funds Services (``SEI'')
will serve as the fund accountant and administrator of the Fund. Brown
Brothers Harriman & Co. will serve as the Custodian and Transfer Agent
of the Fund's assets.\9\
---------------------------------------------------------------------------

    \6\ A Managed Fund Share is a security that represents an
interest in an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an
open-end investment company or similar entity that invests in a
portfolio of securities selected by its investment adviser
consistent with its investment objectives and policies. In contrast,
an open-end investment company that issues Investment Company Units,
listed and traded on the Exchange under NYSE Arca Equities Rule
5.2(j)(3), seeks to provide investment results that correspond
generally to the price and yield performance of a specific foreign
or domestic stock index, fixed income securities index or
combination thereof.
    \7\ The Commission has previously approved listing and trading
on the Exchange of a number of actively managed funds under Rule
8.600, including actively managed funds that operate as asset
allocation funds or ``funds of funds,'' as described below. See,
e.g., Securities Exchange Act Release Nos. 71999 (April 23, 2014),
79 FR 24040 (April 29, 2014) (SR-NYSEArca-2014-19) (order approving
Exchange listing and trading of four actively-managed asset
allocation funds of iShares U.S. ETF Trust); Securities Exchange Act
Release Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) (SR-
NYSEArca-2008-31) (order approving Exchange listing and trading of
twelve actively-managed funds of the WisdomTree Trust); 60460
(August 7, 2009), 74 FR 41468 (August 17, 2009) (SR-NYSEArca-2009-
55) (order approving listing and trading of Dent Tactical ETF);
62502 (July 15, 2010), 75 FR 42471 (July 21, 2010) (SR-NYSEArca-
2010-57) (order approving listing and trading of AdvisorShares WCM/
BNY Mellon Focused Growth ADR ETF); 63076 (October 12, 2010), 75 FR
63874 (October 18, 2010) (SR-NYSEArca-2010-79) (order approving
listing and trading of Cambria Global Tactical ETF).
    \8\ The Trust will be registered under the 1940 Act. On March 4,
2014, the Trust filed an amendment to the Trust's 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. 333-180879 and 811-22704) (the ``Registration
Statement''). The description of the operation of the Trust and the
Fund herein is based, in part, on the Registration Statement. In
addition, the Commission has issued an order granting certain
exemptive relief to the Trust under the 1940 Act. See Investment
Company Act Release No. 30340 (January 4, 2013) (``Exemptive
Order''). Investments made by the Fund will comply with the
conditions set forth in the Exemptive Order.
    \9\ This Amendment No. 2 to SR-NYSEArca-2014-76 replaces SR-
NYSEArca-2014-76 as originally filed and Amendment No. 1 thereto,
and supersedes such filings in their entirety.
---------------------------------------------------------------------------

    Commentary .06 to Rule 8.600 provides that, if the investment
adviser to the investment company issuing Managed Fund Shares is
affiliated with a broker-dealer, such investment adviser shall erect a
``fire wall'' between the investment adviser and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such investment company portfolio. In addition, Commentary
.06 further requires that personnel who make decisions on the open-end
fund's portfolio composition must be subject to procedures designed to
prevent the use and dissemination of material nonpublic information
regarding the open-end fund's portfolio.\10\ Commentary .06 to Rule

8.600 is similar to Commentary .03(a)(i) and (iii) to NYSE Arca
Equities Rule 5.2(j)(3); however, Commentary .06 in connection with the
establishment of a ``fire wall'' between the investment adviser and the
broker-dealer reflects the applicable open-end fund's portfolio, not an
underlying benchmark index, as is the case with index-based funds. The
Adviser is not registered as a broker-dealer or affiliated with a
broker-dealer. In the event (a) the Adviser or any sub-adviser becomes
registered as a broker-dealer or newly affiliated with a broker-dealer,
or (b) any new adviser or sub-adviser is a registered broker-dealer or
becomes affiliated with a broker-dealer, it will implement a fire wall
with respect to its relevant personnel or broker-dealer affiliate
regarding access to information concerning the composition and/or
changes to the portfolio, and will be subject to procedures designed to
prevent the use and dissemination of material non-public information
regarding such portfolio.
---------------------------------------------------------------------------

    \10\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (the ``Advisers
Act''). As a result, the Adviser and its related personnel are
subject to the provisions of Rule 204A-1 under the Advisers Act
relating to codes of ethics. This Rule requires investment advisers
to adopt a code of ethics that reflects the fiduciary nature of the
relationship to clients as well as compliance with other applicable
securities laws. Accordingly, procedures designed to prevent the
communication and misuse of non-public information by an investment
adviser must be consistent with Rule 204A-1 under the Advisers Act.
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful
for an investment adviser to provide investment advice to clients
unless such investment adviser has (i) adopted and implemented
written policies and procedures reasonably designed to prevent
violation, by the investment adviser and its supervised persons, of
the Advisers Act and the Commission rules adopted thereunder; (ii)
implemented, at a minimum, an annual review regarding the adequacy
of the policies and procedures established pursuant to subparagraph
(i) above and the effectiveness of their implementation; and (iii)
designated an individual (who is a supervised person) responsible
for administering the policies and procedures adopted under
subparagraph (i) above.
---------------------------------------------------------------------------

Principal Investment Policies
    According to the Registration Statement, the Fund will seek to
preserve and grow capital from investments in the U.S. and foreign
equity, fixed income, commodity and currency markets, independent of
market direction. The Fund will be considered a ``fund of funds'' that
seeks to achieve its investment objective by primarily investing in
other 1940 Act-registered exchange-traded funds (``ETFs'') and other
exchange traded products (``ETPs'') including, but not limited to,
exchange-traded notes (``ETNs''),\11\ exchange traded currency trusts,
and closed-end funds \12\ (together, ``Underlying Vehicles'') \13\ that
offer diversified exposure, including inverse exposure, to global
regions (including emerging markets), countries, styles (i.e., market
capitalization, value, growth, etc.) and sectors. Under normal market
conditions,\14\ the Fund will invest at least 80% of its net assets in
the securities of Underlying Vehicles.
---------------------------------------------------------------------------

    \11\ As described in the Registration Statement, ETFs are
registered investment companies whose shares are exchange-traded and
give investors a proportional interest in the pool of securities and
other assets held by the ETF. ETPs are exchange-traded equity
securities whose value derives from an underlying asset or portfolio
of assets, which may correlate to a benchmark, such as a commodity,
currency, interest rate or index. ETFs are one type of ETP. ETNs are
unsecured and unsubordinated debt securities whose value derives, in
part, from an underlying asset or benchmark and, in part, from the
credit quality of the securities' issuer.
    \12\ A closed-end fund is a pooled investment vehicle that is
registered under the 1940 Act and whose shares are listed and traded
on a U.S. national securities exchange.
    \13\ For purposes of this filing, the term ``Underlying
Vehicles'' includes Investment Company Units (as described in NYSE
Arca Equities Rule 5.2(j)(3)); Index-Linked Securities (as described
in NYSE Arca Equities Rule 5.2(j)(6)); Portfolio Depositary Receipts
(as described in NYSE Arca Equities Rule 8.100); Trust Issued
Receipts (as described in NYSE Arca Equities Rule 8.200); Commodity-
Based Trust Shares (as described in NYSE Arca Equities Rule 8.201);
Currency Trust Shares (as described in NYSE Arca Equities Rule
8.202); Commodity Index Trust Shares (as described in NYSE Arca
Equities Rule 8.203); Commodity Futures Trust Shares (as described
in NYSE Arca Equities Rule 8.204); Managed Fund Shares (as described
in NYSE Arca Equities Rule 8.600); and closed-end funds. All
Underlying Vehicles will be listed and traded in the U.S. on a
national securities exchange. While the Fund may invest in inverse
ETFs, the Fund will not invest in leveraged (e.g., 2X, -2X, 3X or -
3X) ETFs.
    \14\ The term ``under normal market conditions'' includes, but
is not limited to, the absence of extreme volatility or trading
halts in the equity markets or the financial markets generally;
operational issues causing dissemination of inaccurate market
information; or force majeure type events such as systems failure,
natural or man-made disaster, act of God, armed conflict, act of
terrorism, riot or labor disruption or any similar intervening
circumstance.
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund will seek to
preserve and grow capital by producing absolute returns with reduced
volatility and manageable risk and drawdowns. The Fund will invest in
Underlying Vehicles spanning all the major world asset classes
including equities, bonds (including high yield bonds, which are
commonly referred to as ``junk bonds''), real estate, derivatives,
commodities, and currencies. The Adviser will actively manage the
Fund's portfolio utilizing a quantitative strategy with risk management
controls in an attempt to protect capital. Through Underlying Vehicles,
the Fund may have exposure to companies in any industry and of any
market capitalization. Under normal market conditions, the Fund expects
to invest at least 40% of its net assets, including through investments
in Underlying Vehicles, in securities of issuers located in at least
three different countries (including the United States).
    Through Underlying Vehicles, the Fund may invest in shares of real
estate investment trusts (``REITs''), which are pooled investment
vehicles that invest primarily in real estate or real estate-related
loans and trade on a U.S. exchange.
Other Investments
    While, under normal market conditions, the Fund will invest at
least 80% of its net assets in Underlying Vehicles, as described above,
the Fund may invest its remaining 20% of net assets in other securities
and financial instruments, other than Underlying Vehicles, including
futures contracts, cash and cash equivalents, as described below.
    Exchange-Traded Equity Securities. The Fund may invest in exchange-
traded common stocks. The Fund also may invest in foreign securities by
purchasing ``Depositary Receipts'', including American Depositary
Receipts (``ADRs''), European Depositary Receipts (``EDRs'') and Global
Depositary Receipts (``GDRs'') or other securities convertible into
securities of issuers based in foreign countries. These securities may
not necessarily be denominated in the same currency as the securities
which they represent.\15\
---------------------------------------------------------------------------

    \15\ Generally, ADRs, in registered form, are denominated in
U.S. dollars and are designed for use in the U.S. securities
markets, GDRs, in bearer form, are issued and designed for use
outside the United States, and EDRs, in bearer form, may be
denominated in other currencies and are designed for use in European
securities markets. ADRs are receipts typically issued by a U.S.
bank or trust company evidencing ownership of the underlying
securities. EDRs are European receipts evidencing a similar
arrangement. GDRs are receipts typically issued by non-United States
banks and trust companies that evidence ownership of either foreign
or domestic securities. ADRs may be sponsored or unsponsored, but
unsponsored ADRs will not exceed 10% of the Fund's net assets.
---------------------------------------------------------------------------

    With respect to its exchange-traded equity securities investments,
the Fund will normally invest in equity securities that are listed and
traded on a U.S. exchange or in markets that are members of the
Intermarket Surveillance Group (``ISG'') or parties to a comprehensive
surveillance sharing agreement with the Exchange. In any case, not more
than 10% of the net assets of the Fund in the aggregate invested in
exchange-traded equity securities will consist of equity securities
whose principal market is not a member of ISG or a market with which
the Exchange does not have a comprehensive surveillance sharing
agreement.
    Fixed Income Securities. The Fund may invest in debt and other
fixed income securities, as described below. Debt and other fixed
income securities include fixed and floating rate securities of any
maturity. Fixed rate securities pay a specified rate of interest or
dividends. Floating rate securities pay a rate that is adjusted
periodically by reference to a specified index or market rate. Fixed
and floating rate securities

may be issued by federal, state, local, and foreign governments and
related agencies, and by a wide range of private issuers. The Fund's
investments in debt and other fixed income securities will be limited
to those described below.
    The Fund may invest in indexed bonds, which are a type of fixed
income security whose principal value and/or interest rate is adjusted
periodically according to a specified instrument, index, or other
statistic (e.g., another security, inflation index, currency, or
commodity).
    The Fund may invest in securities issued or guaranteed by the U.S.
Government, its agencies, instrumentalities, and political subdivisions
\16\; securities issued by foreign governments, their authorities,
agencies, instrumentalities, and political subdivisions; securities
issued by supra-national agencies \17\; corporate debt securities;
master demand notes \18\; Yankee dollar and Eurodollar bank
certificates of deposit; time deposits; bankers' acceptances;
commercial paper \19\ and inflation-indexed securities. The Fund may
invest also in zero coupon securities, which may be issued by a wide
variety of corporate and governmental issuers.
---------------------------------------------------------------------------

    \16\ U.S. Government securities include securities issued or
guaranteed by the U.S. Government or its authorities, agencies, or
instrumentalities. Foreign government securities include securities
issued or guaranteed by foreign governments (including political
subdivisions) or their authorities, agencies, or instrumentalities
or by supra-national agencies. Different kinds of U.S. government
securities and foreign government securities have different kinds of
government support. For example, some U.S. government securities
(e.g., U.S. Treasury bonds) are supported by the full faith and
credit of the U.S. Other U.S. government securities are issued or
guaranteed by federal agencies or government-chartered or -sponsored
enterprises but are neither guaranteed nor insured by the U.S.
government (e.g., debt securities issued by the Federal Home Loan
Mortgage Corporation (``Freddie Mac''), Federal National Mortgage
Association (``FNMA'' or ``Fannie Mae''), and Federal Home Loan
Banks (``FHLBs''). Similarly, some foreign government securities are
supported by the full faith and credit of a foreign national
government or political subdivision and some are not.
    \17\ Supra-national agencies are agencies whose member nations
make capital contributions to support the agencies' activities.
Examples include the International Bank for Reconstruction and
Development (the World Bank), the Asian Development Bank, the
European Coal and Steel Community, and the Inter-American
Development Bank.
    \18\ The Fund may invest in master demand notes that are
denominated in U.S. dollars. Master demand notes are demand notes
that permit the investment of fluctuating amounts of money at
varying rates of interest pursuant to arrangements with issuers who
meet the quality criteria of the Fund. The interest rate on a master
demand note may fluctuate based upon changes in specified interest
rates, be reset periodically according to a prescribed formula or be
a set rate. Although there is no secondary market in master demand
notes, if such notes have a demand future, the payee may demand
payment of the principal amount of the note upon relatively short
notice. Master demand notes are generally illiquid and therefore
subject to a Fund's percentage limitations for investments in
illiquid securities.
    \19\ Commercial paper consists of short-term promissory notes
issued by corporations. Commercial paper may be traded in the
secondary market after its issuance.
---------------------------------------------------------------------------

    The Fund may invest in fixed income securities of any credit
quality, from investment grade securities to high yield securities.
Investment grade securities are securities rated in one of the four
highest rating categories by at least two nationally recognized
statistical rating organizations (``Rating Organizations'') rating that
security, such as Standard & Poor's Ratings Services (``Standard &
Poor's'') or Moody's Investors Service, Inc. (``Moody's''), or rated in
one of the four highest rating categories by one Rating Organization if
it is the only Rating Organization rating that security, or unrated, if
deemed to be of comparable quality \20\ by Cambria and traded publicly
on the world market. The Fund, at the discretion of the Adviser, may
retain a debt security that has been downgraded below the initial
investment criteria.\21\
---------------------------------------------------------------------------

    \20\ In determining whether a security is of ``comparable
quality'', the Adviser will consider, for example, whether the
issuer of the security has issued other rated securities; whether
the obligations under the security are guaranteed by another entity
and the rating of such guarantor (if any); whether and (if
applicable) how the security is collateralized; other forms of
credit enhancement (if any); the security's maturity date; liquidity
features (if any); relevant cash flow(s); valuation features; other
structural analysis; macroeconomic analysis and sector or industry
analysis.
    \21\ Securities rated lower than Baa by Moody's, or equivalently
rated by S&P or Fitch, are sometimes referred to as ``high yield
securities'' or ``junk bonds.''
---------------------------------------------------------------------------

    For securities that carry a rating assigned by a Rating
Organization, Cambria will use the highest rating assigned by the
Rating Organization to determine a security's credit rating. Commercial
paper must be rated at least ``A-1'' or equivalent by a Rating
Organization. Corporate debt obligations must be rated at least ``B-
''or equivalent by a Rating Organization. For securities that are not
rated by a Rating Organization, Cambria's internal credit rating will
apply and be subject to equivalent rating minimums.
    Futures. The Fund may invest in futures contracts on indices,
currencies and commodities. The Fund will trade only futures contracts
that are listed and traded on a U.S. board of trade. According to the
Registration Statement, the Fund's investments in futures, will be
subject to the limits on leverage imposed by the 1940 Act. Section
18(f) of the 1940 Act and related Commission guidance limit the amount
of leverage that an investment company, such as the Fund, can obtain.
    Cash and Cash Equivalents. The Fund may temporarily invest a
portion of its assets in cash or cash equivalents pending other
investments or to maintain liquid assets required in connection with
some of the Fund's investments. Cash and cash equivalents include money
market instruments, such as obligations issued or guaranteed by the
U.S. Government, its agencies and/or instrumentalities (including
government-sponsored enterprises), bankers' acceptances, bank
certificates of deposit, repurchase agreements \22\ and investment
companies that invest primarily in such instruments (i.e., money market
funds). The Fund may hold funds in bank deposits in U.S. or foreign
currency, including during the completion of investment programs.
---------------------------------------------------------------------------

    \22\ A repurchase agreement is an agreement under which
securities are acquired by a Fund from a securities dealer or bank
subject to resale at an agreed upon price on a later date. The Fund
may enter into repurchase agreements with banks and broker-dealers.
---------------------------------------------------------------------------

    Investments in Other Investment Companies. The Fund may invest in
the securities of other investment companies to the extent permitted by
law. The Fund may make significant investments in money market funds.
In addition, the Trust intends to enter into agreements with
unaffiliated ETFs that permit such unaffiliated ETFs to sell, and the
Fund to purchase, the unaffiliated ETFs' shares in excess of the limits
imposed by Sections 12(d)(1)(A) and (B) of the 1940 Act.
    Temporary Defensive Position. To respond to adverse market,
economic, political or other conditions, the Fund may invest 100% of
its total assets, without limitation, in high-quality debt securities
(i.e., BBB or higher) and money market instruments (as described
above). The Fund may be invested in these instruments for extended
periods, depending on Cambria's assessment of market conditions.
Investment Restrictions
    The Fund may invest in the securities of other investment companies
to the extent that such an investment would be consistent with the
requirements of Section 12(d)(1) of the 1940 Act, or any rule,
regulation or order of the Commission or interpretation thereof.\23\
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 80a-12(d)(1).
---------------------------------------------------------------------------

    According to the Registration Statement, the Fund will seek to
qualify for treatment as a Regulated Investment

Company (``RIC'') under the Internal Revenue Code.\24\
---------------------------------------------------------------------------

    \24\ 26 U.S.C. 851.
---------------------------------------------------------------------------

    The Fund may hold up to an aggregate amount of 15% of its net
assets in illiquid assets (calculated at the time of investment),
including Rule 144A securities deemed illiquid by the Adviser \25\ and
master demand notes, consistent with Commission guidance. The Fund will
monitor its portfolio liquidity on an ongoing basis to determine
whether, in light of current circumstances, an adequate level of
liquidity is being maintained, and will consider taking appropriate
steps in order to maintain adequate liquidity if, through a change in
values, net assets, or other circumstances, more than 15% of the Fund's
net assets are held in illiquid assets. Illiquid assets include
securities subject to contractual or other restrictions on resale and
other instruments that lack readily available markets as determined in
accordance with Commission staff guidance.\26\
---------------------------------------------------------------------------

    \25\ In reaching liquidity decisions, the Adviser may consider
the following factors: the frequency of trades and quotes for the
security; the number of dealers willing to purchase or sell the
security and the number of other potential purchasers; dealer
undertakings to make a market in the security; and the nature of the
security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers,
and the mechanics of transfer).
    \26\ The Commission has stated that long-standing Commission
guidelines have required open-end funds to hold no more than 15% of
their net assets in illiquid securities and other illiquid assets.
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR
14618 (March 18, 2008), footnote 34. See also, Investment Company
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31,
1970) (Statement Regarding ``Restricted Securities''); Investment
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio
security is illiquid if it cannot be disposed of in the ordinary
course of business within seven days at approximately the value
ascribed to it by the fund. See Investment Company Act Release No.
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990)
(adopting Rule 144A under the 1933 Act).
---------------------------------------------------------------------------

    The Fund's investments will be consistent with the Fund's
investment objective and will not be used to achieve leveraged returns
(i.e., 2Xs and 3Xs) of the Fund's broad-based securities market index
(as defined in Form N-1A).\27\
---------------------------------------------------------------------------

    \27\ The Fund's broad-based securities market index will be
identified in a future amendment to the Registration Statement
following the Fund's first full calendar year of performance.
---------------------------------------------------------------------------

Net Asset Value
    The net asset value (``NAV'') of Shares will be calculated each
business day by SEI as of the close of regular trading on the New York
Stock Exchange (``NYSE''), generally 4:00 p.m., Eastern time on each
day that the NYSE is open. The Fund will calculate its NAV per Share by
taking the value of its total assets, subtracting any liabilities, and
dividing that amount by the total number of Shares outstanding, rounded
to the nearest cent. Expenses and fees, including the management fees,
will be accrued daily and taken into account for purposes of
determining NAV.
    When calculating the NAV of the Fund's Shares, investments will
generally be valued using market valuations. Market valuations are
generally valuations (i) obtained from an exchange, a pricing service
or a major market maker (or dealer) or (ii) based on a price quotation
or other equivalent indication of a value supplied by an exchange, a
pricing service or a major market maker (or dealer), in each case as
approved by the Trust's Board of Trustees pursuant to the Trust's
valuation policies and procedures. Thus, to the extent that the Fund
uses a pricing vendor approved for the Trust by the Board, whether the
pricing vendor bases valuations upon dealer quotes, a proprietary
analysis of the relevant market, matrix pricing, sensitivity analysis,
a combination of the above or any other means, the price provided by
the pricing vendor may be considered a market valuation.
    Exchange-traded equity securities, including Underlying Vehicles,
common stocks and sponsored Depositary Receipts, as well as futures
contracts, will be valued at the official closing price on their
principal exchange or board of trade, or, lacking any current reported
sale at the time of valuation, at the mean of the most recent bid and
asked quotations on their principal exchange or board of trade.
Unsponsored Depositary Receipts, fixed income securities (including
bonds; U.S. Government obligations; corporate debt securities;
securities issued by foreign governments and supra-national agencies;
master-demand notes; Yankee dollar and Eurodollar bank certificates of
deposit; time deposits; bankers' acceptances; commercial paper;
inflation-indexed securities; zero coupon securities; and money market
instruments) will be valued at the mean between the most recent bid and
asked quotations.
    Repurchase agreements will be valued at cost. Fixed-income
instruments maturing in 60 days or less will be valued at amortized
cost and those maturing in excess of 60 days will be valued at the
midpoint of bid and asked quotations. Investments in non-exchange-
traded investment companies (including money market funds) will be
valued at their NAV.
    Any assets or liabilities denominated in currencies other than the
U.S. dollar will be converted into U.S. dollars at the current exchange
rate on the date of valuation as quoted by one or more third parties.
    If a market quotation is not readily available or is deemed not to
reflect an instrument's market value, the Fund will determine its fair
value pursuant to policies and procedures approved by the Board. The
Fund may use fair valuation to price securities that trade on a foreign
exchange, if any, when a significant event has occurred after the
foreign exchange closes but before the time at which the Fund's NAV is
calculated. In such cases, the Fund may use various criteria, including
an evaluation of U.S. market moves after the close of foreign markets,
in determining whether a foreign security's market price is reflective
of market value and, if not, the fair value of the security. In
general, in determining an instrument's fair value, the Fund may
consider, among other things, price comparisons among multiple sources,
corporate actions and news events, other financial indicators. Fair
value pricing involves subjective judgments. Accordingly, it is
possible that the fair value determination for an instrument is
materially different than the value that could be realized upon the its
sale.
Creation and Redemption of Shares
    According to the Registration Statement, the Fund will sell and
redeem Shares in aggregations of 50,000 Shares (each, a ``Creation
Unit'') on a continuous basis through the Distributor, without a sales
load, at the NAV next determined after receipt of an order in proper
form on any business day. The size of a Creation Unit is subject to
change.
    The purchase or redemption of Creation Units from a Fund must be
effected by or through an ``Authorized Participant'' (i.e., either a
broker-dealer or other participant in the Continuous Net Settlement
System of the National Securities Clearing Corporation (``NSCC'') or a
participant in the Depository Trust Company (``DTC'') with access to
the DTC system, and who has executed an agreement (``Participant
Agreement'') with the Distributor that governs transactions in the
Fund's Creation Units [sic].
    The consideration for a Creation Unit of a Fund will be the ``Fund
Deposit''. The Fund Deposit will consist of the ``In-Kind Creation
Basket'' and ``Cash Component'', or an all cash payment (``Cash
Value''), as determined by

Cambria to be in the best interest of the Fund. The Cash Component will
typically include a ``Balancing Amount'' reflecting the difference, if
any, between the NAV of a Creation Unit and the market value of the
securities in the ``In-Kind Creation Basket''.
    If the NAV per Creation Unit exceeds the market value of the
securities in the In-Kind Creation Basket, the purchaser will pay the
Balancing Amount to the Fund. By contrast, if the NAV per Creation Unit
is less than the market value of the securities in the In-Kind Creation
Basket, the Fund will pay the Balancing Amount to the purchaser.
    The Transfer Agent, in a portfolio composition file sent via the
NSCC, generally will make available on each business day, immediately
prior to the opening of business on the Exchange (currently 9:30 a.m.,
Eastern time), a list of the names and the required number of shares of
each security in the In-Kind Creation Basket to be included in the
current Fund Deposit for each [sic] Fund (based on information about
the Fund's portfolio at the end of the previous business day) (subject
to amendment or correction). If applicable, the Transfer Agent, through
the NSCC, also will make available on each business day, the estimated
Cash Component or Cash Value, effective through and including the
previous business day, per Creation Unit.
    The announced Fund Deposit will be applicable, subject to any
adjustments as described below, for purchases of Creation Units of the
Fund until such time as the next-announced Fund Deposit is made
available. From day to day, the composition of the In-Kind Creation
Basket may change as, among other things, corporate actions and
investment decisions by Cambria are implemented for the Fund's
portfolio. The Fund reserves the right to accept a nonconforming (i.e.,
custom) Fund Deposit.
    The Fund may, in its sole discretion, permit or require the
substitution of an amount of cash ``cash in lieu'') to be added to the
Cash Component to replace any security in the In-Kind Creation Basket.
The Fund may permit or require cash in lieu when, for example, the
securities in the In-Kind Creation Basket may not be available in
sufficient quantity for delivery or may not be eligible for transfer
through the systems of DTC. Similarly, the Fund may permit or require
cash in lieu when, for example, the Authorized Participant or its
underlying investor is restricted under U.S. or local securities law or
policies from transacting in one or more securities in the In-Kind
Creation Basket.\28\
---------------------------------------------------------------------------

    \28\ The Adviser represents that, to the extent the Trust
effects the creation of Shares in cash, such transactions will be
effected in the same manner for all Authorized Participants.
---------------------------------------------------------------------------

    To compensate the Trust for costs incurred in connection with
creation and redemption transactions, investors will be required to pay
to the Trust a ``Transaction Fee'' as described in the Registration
Statement.
    According to the Registration Statement, Fund Shares may be
redeemed only in Creation Units at their NAV next determined after
receipt of a redemption request in proper form by the Fund through the
Transfer Agent and only on a business day. The redemption proceeds for
a Creation Unit will consist of the ``In-Kind Redemption Basket'' and a
``Cash Redemption Amount'', or an all cash payment (``Cash Value''), in
all instances equal to the value of a Creation Unit.
    The Cash Redemption Amount will typically include a Balancing
Amount, reflecting the difference, if any, between the NAV of a
Creation Unit and the market value of the securities in the In-Kind
Redemption Basket. If the NAV per Creation Unit exceeds the market
value of the securities in the In-Kind Redemption Basket, the Fund will
pay the Balancing Amount to the redeeming investor. By contrast, if the
NAV per Creation Unit is less than the market value of the securities
in the In-Kind Redemption Basket, the redeeming investor will pay the
Balancing Amount to the Fund.
    The composition of the In-Kind Creation Basket will normally be the
same as the composition of the In-Kind Redemption Basket. Otherwise,
the In-Kind Redemption Basket will be made available by the Adviser or
Transfer Agent. The Fund reserves the right to accept a nonconforming
(i.e., custom) ``Fund Redemption''.
    In lieu of an In-Kind Redemption Basket and Cash Redemption Amount,
Creation Units may be redeemed consisting solely of cash in an amount
equal to the NAV of a Creation Unit, which amount is referred to as the
Cash Value. If applicable, information about the Cash Value will be
made available by the Adviser or Transfer Agent.
    The right of redemption may be suspended or the date of payment
postponed: (i) for any period during which the NYSE is closed (other
than customary weekend and holiday closings); (ii) for any period
during which trading on the NYSE is suspended or restricted; (iii) for
any period during which an emergency exists as a result of which
disposal of the Shares or determination of a Fund's NAV is not
reasonably practicable; or (iv) in such other circumstances as
permitted by the Commission.
    The Fund may, in its sole discretion, permit or require the
substitution of an amount of cash (``cash in lieu'') to be added to the
Cash Redemption Amount to replace any security in the In-Kind
Redemption Basket. A Fund may permit or require cash in lieu when, for
example, the securities in the In-Kind Redemption Basket may not be
available in sufficient quantity for delivery or may not be eligible
for transfer through the systems of DTC. Similarly, the Fund may permit
or require cash in lieu when, for example, the Authorized Participant
or its underlying investor is restricted under U.S. or local securities
law or policies from transacting in one or more securities in the In-
Kind Redemption Basket.
    If it is not possible to effect deliveries of the securities in the
In-Kind Redemption Basket, the Trust may in its discretion exercise its
option to redeem Shares in cash, and the redeeming beneficial owner
will be required to receive its redemption proceeds in cash. In
addition, an investor may request a redemption in cash that a Fund may,
in its sole discretion, permit. In either case, the investor will
receive a cash payment equal to the NAV of its Shares based on the NAV
of Shares of the relevant Fund next determined after the redemption
request is received in proper form (minus a Transaction Fee, including
a variable charge, if applicable, as described in the Registration
Statement).\29\
---------------------------------------------------------------------------

    \29\ The Adviser represents that, to the extent the Trust
effects the redemption of Shares in cash, such transactions will be
effected in the same manner for all Authorized Participants.
---------------------------------------------------------------------------

    The Fund may also, in its sole discretion, upon request of a
shareholder, provide such redeemer a portfolio of securities that
differs from the exact composition of the In-Kind Redemption Basket, or
cash in lieu of some securities added to the Cash Component, but in no
event will the total value of the securities delivered and the cash
transmitted differ from the NAV. Redemptions of Fund Shares for the In-
Kind Redemption Basket will be subject to compliance with applicable
federal and state securities laws and the Fund (whether or not it
otherwise permits cash redemptions) reserves the right to redeem
Creation Units for cash to the extent that the Trust could not lawfully
deliver specific securities in the In-Kind Redemption Basket upon
redemptions or could not do so without

first registering the securities in the In-Kind Redemption Basket under
such laws.
    When cash redemptions of Creation Units are available or specified
for the Fund, they will be effected in essentially the same manner as
in-kind redemptions. In the case of a cash redemption, the investor
will receive the cash equivalent of the In-Kind Redemption Basket minus
any Transaction Fees.
    Additional information regarding creation and redemption procedures
is included in the Registration Statement.
Availability of Information
    The Fund's Web site (www.cambriafunds.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for the Fund that may be downloaded. The Fund's Web
site will include additional quantitative information updated on a
daily basis, including, for the Fund (1) daily trading volume, the
prior business day's NAV and the market closing price or mid-point of
the bid/ask spread at the time of calculation of such NAV (the ``Bid/
Ask Price''),\30\ and a calculation of the premium and discount of the
closing price or Bid/Ask Price against the NAV, and (2) data in chart
format displaying the frequency distribution of discounts and premiums
of the daily closing price or Bid/Ask Price against the NAV, within
appropriate ranges, for each of the four previous calendar quarters. On
each business day, before commencement of trading in Shares in the Core
Trading Session on the Exchange, the Fund will disclose on its Web site
the Disclosed Portfolio as defined in NYSE Arca Equities Rule
8.600(c)(2) that will form the basis for the Fund's calculation of NAV
at the end of the business day.\31\
---------------------------------------------------------------------------

    \30\ The Bid/Ask Price of the Fund will be determined using the
midpoint of the highest bid and the lowest offer on the Exchange as
of the time of calculation of the Fund's NAV. The records relating
to Bid/Ask Prices will be retained by the Fund and its service
providers.
    \31\ Under accounting procedures followed by the Fund, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). Accordingly, the Fund
will be able to disclose at the beginning of the business day the
portfolio that will form the basis for the NAV calculation at the
end of the business day.
---------------------------------------------------------------------------

    On a daily basis, the Fund will disclose on its Web site the
following information regarding each portfolio holding, as applicable
to the type of holding: ticker symbol, CUSIP number or other
identifier, if any; a description of the holding (including the type of
holding); the identity of the security, commodity, index or other asset
or instrument underlying the holding, if any; quantity held (as
measured by, for example, par value, notional value or number of
shares, contracts or units); maturity date, if any; coupon rate, if
any; effective date, if any; market value of the holding; and the
percentage weighting of the holding in the Fund's portfolio. The Web
site information will be publicly available at no charge.
    In addition, a basket composition file, which includes the security
names and share quantities required to be delivered in exchange for the
Fund's Shares, together with estimates and actual cash components, will
be publicly disseminated daily prior to the opening of the NYSE via
NSCC. The basket represents one Creation Unit of the Fund.
    Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), the Fund's Shareholder Reports, and the Trust's
Form N-CSR and Form N-SAR, filed twice a year. The Trust's SAI and
Shareholder Reports are available free upon request from the Trust, and
those documents and the Form N-CSR and Form N-SAR may be viewed on-
screen or downloaded from the Commission's Web site at www.sec.gov.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Quotation
and last sale information for the Shares will be available via the
Exchange proprietary quote and trade services and via the Consolidated
Tape Association (``CTA'') high-speed line.
    Intra-day price quotations on the securities and other assets held
by the Fund will be available from major broker-dealer firms. Intra-day
price information on such assets will also be available through free
and subscription services that can be accessed by Authorized
Participants and other investors. For example, pricing information for
exchange-traded securities (including exchange-traded equity securities
(such as common stocks and Underlying Vehicles), futures contracts and
sponsored Depositary Receipts, will be readily available from the Web
sites of the exchanges or boards of trade trading such securities or
futures contracts, automated quotation systems, published or other
public sources, and subscription services such as Bloomberg or Reuters.
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. Pricing information for unsponsored
Depositary Receipts, non-exchange-traded investment company securities,
fixed income securities (including bonds; U.S. Government obligations;
corporate debt securities; securities issued by foreign governments and
supra-national agencies; master-demand notes; Yankee dollar and
Eurodollar bank certificates of deposit; time deposits; bankers'
acceptances; commercial paper; inflation-indexed securities; and zero
coupon securities), repurchase agreements, and money market instruments
will be available through brokers and dealers and/or subscription
services, such as Markit, Bloomberg and Thompson Reuters.
    In addition, the Intraday Indicative Value (``IIV''),\32\ which is
the Portfolio Indicative Value as defined in NYSE Arca Equities Rule
8.600 (c)(3), will be widely disseminated at least every 15 seconds
during the Exchange's Core Trading Session by one or more major market
data vendors.\33\ The dissemination of the IIV, together with the
Disclosed Portfolio, will allow investors to determine the value of the
underlying portfolio of the Fund and provide a close estimate of that
value throughout the trading day.
---------------------------------------------------------------------------

    \32\ The IIV is an approximate per Share value of the Fund's
portfolio holdings, which is disseminated every fifteen seconds
throughout the trading day by one or more market data vendors. The
IIV will be based on the current market value of the Fund's
``Disclosed Portfolio'' as defined in Rule 8.600(c)(2). The IIV does
not necessarily reflect the precise composition of the current
portfolio of securities held by the Fund at a particular point in
time. The IIV should not be viewed as a ``real-time'' update of the
NAV of the Fund because the approximate value may not be calculated
in the same manner as the NAV. The quotations for certain
investments may not be updated during U.S. trading hours if such
holdings do not trade in the U.S., except such quotations may be
updated to reflect currency fluctuations.
    \33\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available IIVs
taken from CTA or other data feeds.
---------------------------------------------------------------------------

    Additional information regarding the Trust and the Shares,
including investment strategies, risks, creation and redemption
procedures, fees, portfolio holdings disclosure policies, distributions
and taxes is included in the Registration Statement. All terms relating
to the Fund that are referred to, but not defined in, this proposed
rule change are defined in the Registration Statement.
Trading Halts
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of the Fund.\34\ Trading in Shares of the Fund
will be halted if the circuit breaker parameters in NYSE Arca Equities
Rule

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

    \34\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Shares will trade on
the NYSE Arca Marketplace from 4:00 a.m. to 8:00 p.m. Eastern Time in
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late
Trading Sessions). The Exchange has appropriate rules to facilitate
transactions in the Shares during all trading sessions. As provided in
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price
variation (``MPV'') for quoting and entry of orders in equity
securities traded on the NYSE Arca Marketplace is $0.01, with the
exception of securities that are priced less than $1.00 for which the
MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing
criteria under NYSE Arca Equities Rule 8.600. The Exchange represents
that, for initial and/or continued listing, the Fund will be in
compliance with Rule 10A-3 under the Act,\35\ as provided by NYSE Arca
Equities Rule 5.3. A minimum of 100,000 Shares for the Fund will be
outstanding at the commencement of trading on the Exchange. The
Exchange will obtain a representation from the issuer of the Shares
that the NAV per Share will be calculated daily and that the NAV and
the Disclosed Portfolio will be made available to all market
participants at the same time.
---------------------------------------------------------------------------

    \35\ 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 Financial
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange,
which are designed to detect violations of Exchange rules and
applicable federal securities laws.\36\ 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.
---------------------------------------------------------------------------

    \36\ FINRA surveils trading on the Exchange pursuant to a
regulatory services agreement. The Exchange is responsible for
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting
securities trading outside their normal patterns, which could be
indicative of manipulative or other violative activity. When such
situations are detected, surveillance analysis follows and
investigations are opened, where appropriate, to review the behavior of
all relevant parties for all relevant trading violations.
    FINRA, on behalf of the Exchange, will communicate as needed
regarding trading in the Shares, Underlying Vehicles, other exchange-
traded equity securities, and futures with other markets and other
entities that are members of the ISG, and FINRA, on behalf of the
Exchange, may obtain trading information regarding trading in the
Shares and Underlying Vehicles, other exchange-traded equity
securities, and futures from such markets and other entities. In
addition, the Exchange may obtain information regarding trading in the
Shares, Underlying Vehicles, other exchange-traded equity securities,
and futures from markets and other entities that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.\37\ FINRA, on behalf of the Exchange, is able to
access, as needed, trade information for certain fixed income
securities held by the Funds [sic] reported to FINRA's Trade Reporting
and Compliance Engine (``TRACE'').
---------------------------------------------------------------------------

    \37\ For a list of the current members of ISG, see
www.isgportal.org. The Exchange notes that not all components of the
Disclosed Portfolio for the Fund may trade on markets that are
members of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    Not more than 10% of the net assets of the Fund in the aggregate
invested in exchange-traded equity securities will consist of equity
securities whose principal market is not a member of ISG or a market
with which the Exchange does not have a comprehensive surveillance
sharing agreement.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
Equity Trading Permit Holders in an Information Bulletin (``Bulletin'')
of the special characteristics and risks associated with trading the
Shares. Specifically, the Bulletin will discuss the following: (1) The
procedures for purchases and redemptions of Shares in Creation Unit
aggregations (and that Shares are not individually redeemable); (2)
NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence
on its Equity Trading Permit Holders to learn the essential facts
relating to every customer prior to trading the Shares; (3) the risks
involved in trading the Shares during the Opening and Late Trading
Sessions when an updated Portfolio Indicative Value will not be
calculated or publicly disseminated; (4) how information regarding the
Portfolio Indicative Value and the Disclosed Portfolio is disseminated;
(5) the requirement that Equity Trading Permit Holders deliver a
prospectus to investors purchasing newly issued Shares prior to or
concurrently with the confirmation of a transaction; and (6) trading
information.
    In addition, the Bulletin will reference that the 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. Eastern Time each trading day.
2. Statutory Basis
    [Insert Section 3(b) from Form 19b-4.] [sic] The basis under the
Act for this proposed rule change is the requirement under Section
6(b)(5) \38\ that an exchange have rules that are designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to remove impediments to, and perfect
the mechanism of a free and open market and, in general, to protect
investors and the public interest.
---------------------------------------------------------------------------

    \38\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NYSE Arca Equities Rule
8.600. The Exchange has in place surveillance procedures that are
adequate to properly monitor trading in

the Shares in all trading sessions and to deter and detect violations
of Exchange rules and applicable federal securities laws. The Adviser
is not registered as a broker-dealer or affiliated with a broker-
dealer. The Fund's investments will be consistent with its investment
objective and will not be used to enhance leverage. FINRA, on behalf of
the Exchange, will communicate as needed regarding trading in the
Shares, Underlying Vehicles, other exchange-traded equity securities,
and futures with other markets and other entities that are members of
the ISG, and FINRA, on behalf of the Exchange, may obtain trading
information regarding trading in the Shares and Underlying Vehicles,
other exchange-traded equity securities, and futures from such markets
and other entities. In addition, the Exchange may obtain information
regarding trading in the Shares, Underlying Vehicles, other exchange-
traded equity securities, and futures from markets and other entities
that are members of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement. All Underlying Vehicles
in which the Fund invests will be listed and traded in the U.S. on a
national securities exchange. With respect to its exchange-traded
equity securities investments, the Fund will normally invest in equity
securities that are listed and traded on a U.S. exchange or in markets
that are members of the ISG or parties to a comprehensive surveillance
sharing agreement with the Exchange. All futures contracts in which the
Fund will invest will be traded on a U.S. board of trade. Not more than
10% of the net assets of the Fund in the aggregate invested in
exchange-traded equity securities will consist of equity securities
whose principal market is not a member of ISG or a market with which
the Exchange does not have a comprehensive surveillance sharing
agreement. FINRA, on behalf of the Exchange, is able to access, as
needed, trade information for certain fixed income securities held by
the Funds [sic] reported to FINRA's TRACE.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Exchange will obtain a representation from the issuer of the
Shares that the NAV per Share will be calculated daily and that the NAV
and the Disclosed Portfolio will be made available to all market
participants at the same time. In addition, a large amount of
information is publicly available regarding the Fund and the Shares,
thereby promoting market transparency. The Fund's portfolio holdings
will be disclosed on its Web site daily after the close of trading on
the Exchange and prior to the opening of trading on the Exchange the
following day. Moreover, the IIV will be widely disseminated by one or
more major market data vendors at least every 15 seconds during the
Exchange's Core Trading Session. On each business day, before
commencement of trading in Shares in the Core Trading Session on the
Exchange, the Fund will disclose on its Web site the Disclosed
Portfolio that will form the basis for the Fund's calculation of NAV at
the end of the business day. Information regarding market price and
trading volume of the Shares will be continually available on a real-
time basis throughout the day on brokers' computer screens and other
electronic services. Quotation and last sale information for the Shares
will be available via the Exchange proprietary quote and trade services
and via the CTA high-speed line. Intra-day price quotations on the
securities and other assets held by the Fund will be available from
major broker-dealer firms. Intra-day price information on such assets
will also be available through free and subscription services that can
be accessed by Authorized Participants and other investors. For
example, pricing information for exchange-traded securities (including
exchange-traded equity securities (such as common stocks and Underlying
Vehicles), futures contracts and sponsored Depositary Receipts, will be
readily available from the Web sites of the exchanges or boards of
trade trading such securities or futures contracts, automated quotation
systems, published or other public sources, and subscription services
such as Bloomberg or Reuters. 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. Pricing
information for unsponsored Depositary Receipts, non-exchange-traded
investment company securities, fixed income securities (including
bonds; U.S. Government obligations; corporate debt securities;
securities issued by foreign governments and supra-national agencies;
master-demand notes; Yankee dollar and Eurodollar bank certificates of
deposit; time deposits; bankers' acceptances; commercial paper;
inflation-indexed securities; and zero coupon securities), repurchase
agreements, and money market instruments will be available through
brokers and dealers and/or subscription services.
    The Web site for the Fund will include a form of the prospectus for
the Fund and additional data relating to NAV and other applicable
quantitative information. Moreover, prior to the commencement of
trading, the Exchange will inform its Equity Trading Permit Holders in
an Information Bulletin of the special characteristics and risks
associated with trading the Shares. Trading in Shares of the Fund will
be halted if the circuit breaker parameters in NYSE Arca Equities Rule
7.12 have been reached or because of market conditions or for reasons
that, in the view of the Exchange, make trading in the Shares
inadvisable, and trading in the Shares will be subject to NYSE Arca
Equities Rule 8.600(d)(2)(D), which sets forth circumstances under
which Shares of the Fund may be halted. The proposed rule change is
designed to perfect the mechanism of a free and open market and, in
general, to protect investors and the public interest in that it will
facilitate the listing and trading of an additional type of actively-
managed exchange-traded product that will enhance competition among
market participants, to the benefit of investors and the marketplace.
As noted above, the Exchange has in place surveillance procedures
relating to trading in the Shares and may obtain information via ISG
from other exchanges that are members of ISG or with which the Exchange
has entered into a comprehensive surveillance sharing agreement. In
addition, as noted above, investors will have ready access to
information regarding the Fund's holdings, the IIV, the Disclosed
Portfolio, and quotation and last sale information for the Shares.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Act. The Exchange notes that the
proposed rule change will facilitate the listing and trading of an
additional type of actively-managed exchange-traded product that will
principally hold equity securities and that will enhance competition
among market participants, to the benefit of investors and the
marketplace.

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

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

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

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2014-76 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-2014-76. 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 Section, 100 F Street
NE., Washington, DC 20549 on official business days between 10:00 a.m.
and 3:00 p.m. Copies of the filing will also be available for
inspection and copying at the NYSE's principal office and on its
Internet Web site at www.nyse.com. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSEArca-2014-76 and should be submitted on or before
August 12, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\39\
---------------------------------------------------------------------------

    \39\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-17155 Filed 7-21-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 238 (Tuesday, December 11, 2012)]
[Notices]
[Pages 73633-73634]
[FR Doc No: 2012-29851]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket Nos. CP13-19-000; PF12-14-000]

Questar Pipeline Company; Notice of Application

    Take notice that on November 21, 2012, Questar Pipeline Company
(Questar), having its principal place of business at 333 South State
Street, Salt Lake City, Utah, 84145-0360, filed an application in
Docket No. CP13-19-000 pursuant to Section 7(c) of the Natural Gas Act
(NGA) and Part 157 of the Commission's Regulations, for a certificate
of public convenience and necessity to construct and operate
approximately 14.7 miles of 16-inch diameter loop pipeline and related
facilities. The proposed Jurisdictional Lateral (JL) 47 Loop Project
will be located entirely within Duchesne County, Utah. The proposed
project will loop Questar's existing JL 47 and will be generally
collocated or parallel with Questar's existing facilities except where
dictated by route constraints. The JL 47 Loop Project will extend north
from its southern terminus at the intersection of Questar's existing
Main Line (ML) 40 at Pete's Wash, to Questar's Brundage Mountain Tap,
all as more fully set forth in the application, which is on file with
the Commission and open to public inspection. This filing may also be
viewed on the web at http://www.ferc.gov using the ``eLibrary'' link.
Enter the docket number excluding the last three digits in the docket
number field to access the document. For assistance, contact FERC at
<EMAIL_ADDRESS>or call toll-free,<PHONE_NUMBER> or TYY,
(202) 502-8659.
    Any questions regarding this application should be directed to L.
Bradley Burton, General Manager, Federal and Regulatory Affairs and
FERC Compliance Officer, Questar Pipeline Company, 333 South State
Street, P.O. Box 45360, Salt Lake City, Utah 84145-0360, or by calling
(801) 324-2459 or email<EMAIL_ADDRESS>    On May 18, 2012, the Commission staff granted Questar's request to
use the pre-filing process and assigned Docket No. PF12-14-000 to staff
activities involving the JL 47 Loop Project. Now, as of the filing of
this application on November 21, 2012, the NEPA Pre-Filing Process for
this project has ended. From this time forward, this proceeding will be
conducted in Docket No. CP13-19-000, as noted in the caption of this
Notice.
    Pursuant to section 157.9 of the Commission's regulations, 18 CFR
157.9, within 90 days of this Notice, the Commission's staff will
either complete its environmental assessment (EA) and place it into the
Commission's public record (eLibrary) for this proceeding; or issue a
Notice of Schedule for Environmental Review. If a Notice of Schedule
for Environmental Review is issued, it will indicate, among other
milestones, the anticipated date for the Commission's staff issuance of
the EA for this proposal. The filing of the EA in the Commission's
public record for this proceeding or the issuance of a Notice of
Schedule for Environmental Review will serve to notify federal and
state agencies of the timing for the completion of all necessary
reviews, and the subsequent need to reach a final decision on a request
for federal authorization within 90 days of the date of issuance of the
Commission staff's EA.
    There are two ways to become involved in the Commission's review of
this project. First, any person wishing to obtain legal status by
becoming a party to the proceedings for this project should, on or
before the comment date stated below, file with the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426, a
motion to intervene in accordance with the requirements of the
Commission's Rules of Practice and Procedure (18 CFR 385.214 or
385.211) and the Regulations under the NGA (18 CFR 157.10). A person
obtaining party status will be placed on the service list maintained by
the Secretary of the Commission and will receive copies of all
documents filed by the applicant and by all other parties. A party must
submit

14 copies of filings made with the Commission and must mail a copy to
the applicant and to every other party in the proceeding. Only parties
to the proceeding can ask for court review of Commission orders in the
proceeding.
    However, a person does not have to intervene in order to have
comments considered. The second way to participate is by filing with
the Secretary of the Commission, as soon as possible, an original and
two copies of comments in support of or in opposition to this project.
The Commission will consider these comments in determining the
appropriate action to be taken, but the filing of a comment alone will
not serve to make the filer a party to the proceeding. The Commission's
rules require that persons filing comments in opposition to the project
provide copies of their protests only to the party or parties directly
involved in the protest.
    Persons who wish to comment only on the environmental review of
this project should submit an original and two copies of their comments
to the Secretary of the Commission. Environmental commenters will be
placed on the Commission's environmental mailing list, will receive
copies of the environmental documents, and will be notified of meetings
associated with the Commission's environmental review process.
Environmental commenters will not be required to serve copies of filed
documents on all other parties. However, the non-party commenters will
not receive copies of all documents filed by other parties or issued by
the Commission (except for the mailing of environmental documents
issued by the Commission) and will not have the right to seek court
review of the Commission's final order.
    The Commission strongly encourages electronic filings of comments,
protests and interventions in lieu of paper using the ``eFiling'' link
at http://www.ferc.gov. Persons unable to file electronically should
submit an original and 14 copies of the protest or intervention to the
Federal Energy Regulatory Commission, 888 First Street NE., Washington,
DC 20426. See, 18 CFR 385.2001(a) (1) (iii) and the instructions on the
Commission's web site under the ``e-Filing'' link.
    Comment Date: December 26, 2012.

    Dated: December 5, 2012.
Kimberly D. Bose,
Secretary.
[FR Doc. 2012-29851 Filed 12-10-12; 8:45 am]
BILLING CODE 6717-01-P