[Federal Register Volume 81, Number 248 (Tuesday, December 27, 2016)]
[Notices]
[Pages 95252-95260]
[FR Doc No: 2016-31110]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79618; File No. SR-BatsBZX-2016-88]

Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change to BZX Rule
14.11(i), Managed Fund Shares, To List Shares of the Cambria Sovereign
High Yield Bond ETF and the Cambria Value and Momentum ETFs

December 20, 2016.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on December 13, 2016, Bats BZX Exchange, Inc. (``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange filed a proposal to list shares of the Cambria
Sovereign High Yield Bond ETF and the Cambria Value and Momentum ETF
under Rule 14.11(i) (``Managed Fund Shares''), which are currently
listed on NYSE Arca, Inc. (``Arca''). The shares of the Fund are
referred to herein as the ``Shares.''
    The text of the proposed rule change is available at the Exchange's
Web site at www.batstrading.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 Exchange 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 these 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 shares of the Cambria Sovereign High
Yield Bond ETF and the Cambria Value and Momentum ETF under Rule
14.11(i), (``Managed Fund Shares''), (each, a ``Fund'' and,
collectively, the ``Funds''),\4\ which governs the listing and trading
of Managed Fund Shares on the Exchange.\5\ The Exchange notes that both
of the Funds are already trading on the Exchange pursuant to unlisted
trading privileges, as provided in Rule 14.11(j).
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    \4\ The Exchange notes that the Commission previously approved a
proposal to list and trade shares of the Funds on Arca. See
Securities Exchange Act Release No. 75540 (July 28, 2015), 80 FR
46359 (August 4, 2015) (SR-NYSEArca-2015-50) (the ``Prior
Proposal''). This proposal is substantively identical to the Prior
Proposal and the issuer represents that all material representations
contained within the Prior Proposal remain true. As further
described below, the Exchange believes that its surveillance
procedures are adequate to properly monitor the trading of the
Shares on the Exchange during all trading sessions and to deter and
detect violations of Exchange rules and the applicable federal
securities laws. Trading of the Shares through the Exchange will be
subject to the Exchange's surveillance procedures for derivative
products, including Managed Fund Shares.
    \5\ The Commission approved BZX Rule 14.11(i) in Securities
Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148
(September 6, 2011) (SR-BATS-2011-018).
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    The Shares will be offered by the Cambria ETF Trust (the
``Trust''), which is organized as a Delaware statutory trust and is
registered with the

Commission as an open-end management investment company.\6\
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    \6\ See Registration Statement on Form N-1A for the Trust, dated
September 30, 2015 (File Nos. 333-180879 and 811-22704) (the
``Registration Statement''). The description of the operation of the
Trust and the Funds herein is based, in part, on the Registration
Statement. The Commission has issued an order granting certain
exemptive relief to the Trust under the Investment Company Act of
1940 (15 U.S.C 80a-1) (``1940 Act'') (the ``Exemptive Order''). See
Investment Company Act Release No. 30340 (January 4, 2013) (File No.
812-13959).
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Description of the Shares and the Fund
    Cambria Investment Management, L.P. (``Cambria'' or the
``Adviser'') serves as the investment adviser of the Funds. SEI
Investments Distribution Co. (the ``Distributor'' or ``SEI'') is the
principal underwriter and distributor of the Funds' Shares. SEI
Investments Global Funds Services (``SEI GFS'') will serve as the
accountant and administrator of the Funds. Brown Brothers Harriman &
Co. will serve as the ``Custodian'' and ``Transfer Agent'' of the
Funds' assets.
    Rule 14.11(i)(7) provides that, if the investment adviser to the
investment company issuing Managed Fund Shares is affiliated with a
broker-dealer, such investment adviser shall erect a ``fire wall''
between the investment adviser and the broker-dealer with respect to
access to information concerning the composition and/or changes to such
investment company portfolio.\7\ In addition, Rule 14.11(i)(7) further
requires that personnel who make decisions on the investment company's
portfolio composition must be subject to procedures designed to prevent
the use and dissemination of material nonpublic information regarding
the applicable investment company portfolio. Rule 14.11(i)(7) is
similar to Rule 14.11(b)(5)(A)(i), however, Rule 14.11(i)(7) 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 and is not affiliated with a broker-dealer. In the event that
(a) the Adviser or any sub-adviser becomes registered as, or becomes
newly affiliated with, a broker-dealer, or (b) any new adviser or sub-
adviser is a registered broker-dealer or becomes affiliated with a
broker-dealer, it will implement a fire wall with respect to its
relevant personnel or broker dealer affiliate, as applicable, regarding
access to information concerning the composition and/or changes to a
portfolio, and will be subject to procedures designed to prevent the
use and dissemination of material non-public information regarding such
portfolio.
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    \7\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940, as amended
(the ``Advisers Act''). As a result, the Adviser and its related
personnel are subject to the provisions of Rule 204A-1 under the
Advisers Act relating to codes of ethics. This Rule requires
investment advisers to adopt a code of ethics that reflects the
fiduciary nature of the relationship to clients as well as
compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) adopted and implemented written policies and procedures
reasonably designed to prevent violation, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
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Cambria Sovereign High Yield Bond ETF
Principal Investment Policies
    According to the Registration Statement, the Fund seeks income and
capital appreciation from investments in securities and instruments
that provide exposure to sovereign and quasi-sovereign bonds.
    Under normal market conditions,\8\ at least 80% of the value of the
Fund's net assets (plus borrowings for investment purposes) will be
invested in sovereign and quasi-sovereign high yield bonds (commonly
known as ``junk bonds'').\9\ For the purposes of this policy, sovereign
and quasi-sovereign high yield bonds include exchange-traded funds
(``ETFs'') \10\ and exchange-traded notes (``ETNs'') \11\ that invest
in or have exposure to such bonds. The Fund will invest in emerging and
developed countries, including countries located in the G-20 and other
countries. Potential countries include, but are not limited to,
Argentina, Australia, Brazil, Canada, Chile, China, Colombia, members
of the European Union, Hong Kong, India, Israel, Indonesia, Japan,
Malaysia, Mexico, New Zealand, Norway, Peru, the Philippines, Russia,
Saudi Arabia, Singapore, South Africa, South Korea, Sweden,
Switzerland, Taiwan, Thailand, Turkey, the United Kingdom and the
United States.
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    \8\ 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.
    \9\ Sovereign and quasi-sovereign bonds include securities
issued or guaranteed by foreign governments (including political
subdivisions) or their authorities, agencies, or instrumentalities
or by supra-national agencies. 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.
    \10\ For purposes of this filing, the term ``ETFs'' includes
Portfolio Depository Receipts (as described in Rule 14.11(b)); Index
Fund Shares (as described in Rule 14.11(c)); and Managed Fund Shares
(as described in Rule 14.11(i)). All ETFs will be listed and traded
in the U.S. on a national securities exchange. While the Funds may
invest in inverse ETFs, the Funds will not invest in leveraged
(e.g., 2X, -2X, 3X or -3X) ETFs.
    \11\ For purposes of this filing, the term ``ETNs'' includes
Index-Linked Securities (as described in Rule 14.11(d)). All ETNs
will be listed and traded in the U.S. on a national securities
exchange. The Funds will not invest in leveraged (e.g., 2X, -2X, 3X
or -3X) ETNs.
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    Sovereign bonds include debt securities issued by a national
government, instrumentality or political sub-division. Quasi-sovereign
bonds include debt securities issued by a supra-national government or
a state-owned enterprise or agency. The sovereign and quasi-sovereign
bonds that the Fund will invest in may be denominated in local and
foreign currencies. The Fund may invest in securities of any duration
or maturity.
    The Fund may invest up to 20% of its net assets in money market
instruments or other high quality debt securities, cash or cash
equivalents, or ETFs and ETNs that invest in, or provide exposure to,
such instruments or securities.
    Cambria will utilize a quantitative model to select sovereign and
quasi-sovereign bond exposures for the Fund. The model will review
various characteristics of potential investments, with yield as the
largest determinant. By considering together the various
characteristics of potential investments, the model will identify
potential allocations for the Fund, as well as opportune times to make
such allocations. Screens will exclude foreign issuers whose securities
are highly restricted or illegal for U.S. persons to own, including due
to the imposition of sanctions by the U.S. Government.
Cambria Value and Momentum ETF
Principal Investments
    According to the Registration Statement, the Fund seeks income and
capital appreciation from investments in the U.S. equity market. The
Fund will seek to achieve its investment objective

by investing, under normal market conditions, at least 80% of the value
of the Fund's net assets in U.S. exchange-listed equity securities that
are undervalued according to various valuation metrics, including
cyclically adjusted valuation metrics. These valuation metrics are
derived by dividing the current market value of a reference index or
asset by an inflation- adjusted normalized factor (typically earnings,
book value, dividends, cash flows or sales) over the past seven to ten
years. The Adviser intends to employ systematic quantitative strategies
in an effort to avoid overvalued and downtrending markets.
    In attempting to avoid overvalued and downtrending markets, the
Fund may use U.S. exchange-traded stock index futures or options
thereon, or take short positions in ETFs to attempt to hedge the long
equity portfolio during times when Cambria believes that the U.S.
equity market is overvalued from a valuation standpoint, or Cambria's
models identify unfavorable trends and momentum in the U.S. equity
market. The Fund may hedge up to 100% of the value of the Fund's long
portfolio using these strategies. During certain periods, including to
collateralize the Fund's investments in futures contracts, the Fund may
invest up to 20% of the value of its net assets in U.S. dollar and non-
U.S. dollar denominated money market instruments or other high quality
debt securities, or ETFs that invest in these instruments.
    The Fund may invest in securities of companies in any industry, and
will limit the maximum allocation to any particular sector. Although
the Fund generally expects to invest in companies with larger market
capitalizations, the Fund may also invest in small- and mid-
capitalization companies. Filters will be implemented to screen for
companies that pass sector concentration and liquidity requirements.
    Screens also will exclude foreign issuers whose securities are
highly restricted or illegal for U.S. persons to own, including due to
the imposition of sanctions by the U.S. Government.
    Cambria will utilize a quantitative model that combines value and
momentum factors to identify which securities the Fund may purchase and
sell and opportune times for purchases and sales. The Fund will look to
allocate to the top performing value stocks based on value factors as
well as absolute and relative momentum. Valuation will typically be
measured on a longer time horizon (five to ten years) than momentum
(typically less than one year).
    The Fund may invest in U.S. exchange-listed preferred stocks.
Preferred stocks include convertible and non-convertible preferred and
preference stocks that are senior to common stock.
    The Fund may invest in U.S. exchange-listed real estate investment
trusts (``REITs'').
    The Fund may engage in short sales of securities.
Other Investments
    While each Fund, under normal market conditions, will invest at
least 80% of the value of its net assets (plus borrowings for
investment purposes) in the securities and other assets described
above, each Fund may invest its remaining assets in the securities and
financial instruments described below.
    A Fund may invest a portion of its assets in cash or cash items
pending other investments or to maintain liquid assets required in
connection with some of a Fund's investments. These cash items and
other high quality debt securities may include money market
instruments, securities issued by the U.S. Government and its agencies,
bankers' acceptances, commercial paper, bank certificates of deposit
and shares of investment companies that invest primarily in such
instruments.
    A Fund may invest in corporate debt securities. A Fund may invest
in commercial paper, master notes and other short-term corporate
instruments that are denominated in U.S. dollars. Commercial paper
consists of short-term promissory notes issued by corporations. Master
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 a Fund. Master notes are
generally illiquid and therefore subject to a Fund's percentage
limitations for investments in illiquid securities.
    A Fund may invest in the following types of debt securities in
addition to those described under ``Principal Investments'' above for
each Fund: securities issued or guaranteed by the U.S. Government, its
agencies, instrumentalities, and political subdivisions; securities
issued or guaranteed by foreign governments, their authorities,
agencies, instrumentalities and political subdivisions; securities
issued or guaranteed by supra-national agencies; corporate debt
securities; time deposits; notes; inflation-indexed securities; and
repurchase agreements.
    Such debt securities may be investment grade securities or high
yield securities. Investment grade securities include securities issued
or guaranteed by the U.S. Government, its agencies and
instrumentalities, as well as securities rated in one of the four
highest rating categories by at least two Nationally Recognized
Statistical Rating Organizations (``NRSROs'') rating that security,
such as Standard & Poor's Ratings Services (``Standard & Poor's''),
Moody's Investors Service, Inc. (``Moody's'') or Fitch Ratings Ltd.
(``Fitch''), or rated in one of the four highest rating categories by
one NRSRO if it is the only NRSRO rating that security or, if unrated,
deemed to be of comparable quality by Cambria and traded publicly on
the world market. The Fund, at the discretion of Cambria, may retain a
debt security that has been downgraded below the initial investment
criteria.
    A Fund may invest in securities rated lower than Baa by Moody's, or
equivalently rated by S&P or Fitch.
    The debt and other fixed income securities in which a Fund may
invest 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. A 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).
    A Fund may invest in zero coupon securities.
    The Cambria Sovereign High Yield Bond ETF may gain exposure to
foreign securities by purchasing U.S. exchange-listed and traded
American Depositary Receipts (``ADRs'') and each of the Funds may gain
exposure to foreign securities by purchasing exchange-traded European
Depositary Receipts (``EDRs'') and Global Depositary Receipts
(``GDRs'', together with ADRs and EDRs, ``Depositary Receipts'').\12\
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    \12\ Depositary Receipts are receipts, typically issued by a
bank or trust issuer, which evidence ownership of underlying
securities issued by a non-U.S. issuer. 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. Not more than 10% of the net
assets of a Fund in the aggregate invested in exchange-traded equity
securities shall consist of equity securities whose principal market
is not a member of the Intermarket Surveillance Group (``ISG'') or
party to a comprehensive surveillance sharing agreement (``CSSA'')
with the Exchange.

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    The Cambria Sovereign High Yield Bond ETF may enter into forward
foreign currency contracts.
Investment Restrictions
    To respond to adverse market, economic, political or other
conditions, each of the Funds may invest up to 100% of its total
assets, without limitation, in high-quality debt securities and money
market instruments. The Funds may be invested in these instruments for
extended periods, depending on Cambria's assessment of market
conditions. Cambria deems high-quality debt securities and money market
instruments to include commercial paper, certificates of deposit,
bankers' acceptances, U.S. Government and agency securities, repurchase
agreements and bonds that are BBB or higher, and registered investment
companies that invest in such instruments.
    The Funds 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.
    According to the Registration Statement, each Fund will seek to
qualify for treatment as a Regulated Investment Company (``RIC'') under
the Internal Revenue Code.\13\
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    \13\ 26 U.S.C. 851.
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    A Fund may hold up to an aggregate amount of 15% of its net assets
in illiquid assets (calculated at the time of investment), consistent
with Commission guidance. Each Fund will monitor its portfolio
liquidity on an ongoing basis to determine whether, in light of current
circumstances, an adequate level of liquidity is being maintained, and
will consider taking appropriate steps in order to maintain adequate
liquidity if, through a change in values, net assets, or other
circumstances, more than 15% of a Fund's net assets are held in
illiquid 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.\14\
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    \14\ The Commission has stated that long-standing Commission
guidelines have required open-end funds to hold no more than 15% of
their net assets in illiquid securities and other illiquid assets.
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR
14618 (March 18, 2008), footnote 34. See also, Investment Company
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31,
1970) (Statement Regarding ``Restricted Securities''); Investment
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio
security is illiquid if it cannot be disposed of in the ordinary
course of business within seven days at approximately the value
ascribed to it by the fund. See Investment Company Act Release No.
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990)
(adopting Rule 144A under the 1933 Act).
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Initial and Continued Listing
    The Shares will be subject to BZX Rule 14.11(i), which sets forth
the initial and continued listing criteria applicable to Managed Fund
Shares. The Exchange represents that, for initial and/or continued
listing, the Fund must be in compliance with Rule 10A-3 under the
Act.\15\ A minimum of 100,000 Shares will be outstanding at the
commencement of listing 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.
Each Fund's investments will be consistent with its respective
investment objective in accordance with the 1940 Act and will not be
used to enhance leverage.
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    \15\ See 17 CFR 240.10A-3.
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Creation and Redemption of Shares
    According to the Registration Statement, the Funds 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 net asset value (``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 a Fund's
Creation Units.
    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 a
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''. The Fund Deposit for the Cambria Value and Momentum ETF
generally will consist of the In-Kind Creation Basket and Cash
Component and the Fund Deposit for the Cambria Sovereign High Yield
Bond ETF generally will consist of the Cash Value. 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 a Fund.
By contrast, if the NAV per Creation Unit is less than the market value
of the securities in the In-Kind Creation Basket, a 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 Fund (based on information about a 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 a
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 a Fund's portfolio.
Each 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, a 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.\16\
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    \16\ 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.
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    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 a 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 the Cash Value, in all instances equal
to the value of a Creation Unit. The redemption proceeds for the
Cambria Value and Momentum ETF generally will consist of the In-Kind
Redemption Basket and the Cash Redemption Amount and the redemption
proceeds for the Cambria Sovereign High Yield Bond ETF generally will
consist of the Cash Value.
    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, a 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 a 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 Exchange is closed
(other than customary weekend and holiday closings); (ii) for any
period during which trading on the Exchange 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.
    A 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, a 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).\17\
---------------------------------------------------------------------------

    \17\ 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 a 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 a 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.
Net Asset Value
    The NAV of Shares will be calculated each business day by SEI GFS
as of the close of regular trading on the Exchange, generally 4:00
p.m., Eastern Time on each day that the Exchange 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 a Fund's Shares, expenses will be
accrued and applied daily and U.S. exchange-traded equity securities
will be valued at their market value when reliable market quotations
are readily available. Exchange- traded equity securities will be
valued at the closing price on the relevant exchange, or, if the
closing price is not readily available, the mean of the closing bid and
asked prices. Certain equity securities, debt securities and other
assets will be valued differently. For instance, fixed-income
investments maturing in 60 days or less may be valued using the
amortized cost method or, like those maturing in excess of 60 days, at
the readily available market price, if available. Investments in
securities of investment companies (other than ETFs) will be valued at
NAV.

    Forward foreign currency contracts generally will be valued based
on the marked-to-market value of the contract provided by pricing
services. Pricing services, approved and monitored pursuant to a policy
approved by the Funds' Board of Trustees (``Board''), provide market
quotations based on both market prices and indicative bids.
    Sovereign and quasi-sovereign bonds, U.S. government securities,
corporate debt securities, commercial paper, commercial interests,
bankers' acceptances, bank certificates of deposit, repurchase
agreements, fixed and floating rate securities, indexed bonds, master
notes, zero coupon securities will be valued based on price quotations
obtained from a third-party pricing service or from a broker-dealer who
makes markets in such securities.
    U.S. exchange-traded stock index futures contracts and U.S.
exchange-traded options thereon will be valued at the settlement or
closing price determined by the applicable U.S. futures exchange.
    If a market quotation is not readily available or is deemed not to
reflect market value, a Fund will determine the price of the security
held by a Fund based on a determination of the security's fair value
pursuant to policies and procedures approved by the Board. In addition,
a 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 a Fund's NAV
is calculated. Such significant events may include, but are not limited
to: Governmental action that affects securities in one sector or
country; natural disasters or armed conflicts affecting a country or
region; or significant domestic or foreign market fluctuations.
Availability of Information
    The Funds' 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 Funds that may be downloaded. The Funds' Web
site will include additional quantitative information updated on a
daily basis, including, for the Funds (1) the prior business day's 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''),\18\ 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 during Regular Trading
Hours,\19\ each Fund will disclose on its Web site the Disclosed
Portfolio as defined in BZX Rule 14.11(i)(3)(B), that will form the
basis for a Fund's calculation of NAV at the end of the business
day.\20\
---------------------------------------------------------------------------

    \18\ The Bid/Ask Price of the Funds will be determined using the
midpoint of the highest bid and the lowest offer on the Exchange as
of the time of calculation of a Fund's NAV. The records relating to
Bid/Ask Prices will be retained by the Funds and their service
providers.
    \19\ As defined in Rule 1.5(w), the term ``Regular Trading
Hours'' means the time between 9:30 a.m. and 4:00 p.m. Eastern Time.
    \20\ Under accounting procedures followed by the Funds, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). Accordingly, the Funds
will be able to disclose at the beginning of the business day the
portfolio that will form the basis for the NAV calculation at the
end of the business day.
---------------------------------------------------------------------------

    On a daily basis, the Funds will disclose on the Funds' 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, such as the type of swap); the identity of the security,
commodity, index or other asset or instrument underlying the holding,
if any; for options, the option strike price; 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 a 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 a
Fund's Shares, together with estimates and actual cash components, will
be publicly disseminated daily prior to the opening of BZX via NSCC.
The basket represents one Creation Unit of a Fund.
    Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), a 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.
    Quotation and last sale information for the equity portfolio
holdings of a Fund that are U.S. exchange listed, including common
stocks, preferred stocks, ETFs, ETNs, Depositary Receipts, and REITs
will be available via the CTA high speed line. Quotation and last sale
information for such U.S. exchange-listed securities, as well as
futures and options on futures will be available from the exchange on
which they are listed. Information relating to non-exchange listed
securities of investment companies will be available from major market
data vendors.
    Quotation information for sovereign and quasi-sovereign bonds, U.S.
government securities, corporate debt securities, commercial paper,
commercial interests, bankers' acceptances, bank certificates of
deposit, repurchase agreements, fixed and floating rate securities,
indexed bonds, master notes, zero coupon securities, and forward
foreign currency contracts may be obtained from brokers and dealers who
make markets in such securities or through nationally recognized
pricing services through subscription agreements.
    In addition, the Intraday Indicative Value, as defined in BZX Rule
14.11(i)(3)(C), will be widely disseminated at least every 15 seconds
during Regular Trading Hours by one or more major market data
vendors.\21\ The dissemination of the Intraday Indicative Value,
together with the Disclosed Portfolio, will allow investors to
determine the value of the underlying portfolio of a Fund and provide a
close estimate of that value throughout the trading day.
---------------------------------------------------------------------------

    \21\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available
Intraday Indicative Values 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 a 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 Funds.\22\ Trading in Shares of the Funds
will be halted if the circuit breaker parameters in BZX Rule 11.18 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 Funds; 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 BZX Rule 11.18, which sets forth circumstances under which
Shares of a Fund may be halted.
---------------------------------------------------------------------------

    \22\ See BZX Rule 11.18.
---------------------------------------------------------------------------

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. The Exchange will
allow trading in the Shares from 8:00 a.m. until 5:00 p.m. E.T. The
Exchange has appropriate rules to facilitate transactions in the Shares
during all trading sessions. As provided in BZX Rule 14.11(i)(2)(C),
the minimum price variation for quoting and entry of orders in Managed
Fund Shares traded on the Exchange is $0.01.
Surveillance
    The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of the Shares on the Exchange during
all trading sessions and to deter and detect violations of Exchange
rules and the applicable federal securities laws. Trading of the Shares
through the Exchange will be subject to the Exchange's surveillance
procedures for derivative products, including Managed Fund Shares.
    The Exchange will communicate as needed regarding trading in the
Shares and underlying common stocks, preferred stocks, Depositary
Receipts, REITs, ETFs, ETNs, futures and options on futures with other
markets and other entities that are members of the ISG, and the
Exchange may obtain trading information regarding trading in the Shares
and underlying common stocks, preferred stocks, Depositary Receipts,
REITs, ETFs, ETNs, futures and options on futures from such markets and
other entities. In addition, the Exchange may obtain information
regarding trading in the Shares and underlying common stocks, preferred
stocks, Depositary Receipts, REITs, ETFs, ETNs, futures and options on
futures from markets and other entities that are members of ISG or with
which the Exchange has in place a comprehensive surveillance sharing
agreement.\23\ In addition, the Exchange is able to access, as needed,
trade information for certain fixed income instruments reported to
FINRA's Trade Reporting and Compliance Engine (``TRACE'').
---------------------------------------------------------------------------

    \23\ 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 each 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 a Fund in the aggregate
invested in exchange-traded equity securities shall consist of equity
securities whose principal market is not a member of the ISG or party
to a CSSA with the Exchange.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Circular
    Prior to the commencement of listing on the Exchange, the Exchange
will inform its members in an Information Circular of the special
characteristics and risks associated with trading the Shares.
Specifically, the Information Circular will discuss the following: (1)
The procedures for purchases and redemptions of Shares in Creation
Units (and that Shares are not individually redeemable); (2) BZX Rule
3.7, which imposes suitability obligations on Exchange members with
respect to recommending transactions in the Shares to customers; (3)
how information regarding the Intraday Indicative Value and the
Disclosed Portfolio is disseminated; (4) the risks involved in trading
the Shares during the Pre-Opening \24\ and After Hours Trading Sessions
\25\ when an updated Intraday Indicative Value will not be calculated
or publicly disseminated; (5) the requirement that members deliver a
prospectus to investors purchasing newly issued Shares prior to or
concurrently with the confirmation of a transaction; and (6) trading
information.
---------------------------------------------------------------------------

    \24\ The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m. E.T.
    \25\ The After Hours Trading Session is from 4:00 p.m. to 5:00
p.m. E.T.
---------------------------------------------------------------------------

    In addition, the Information Circular will advise members, prior to
the commencement of trading, of the prospectus delivery requirements
applicable to the Fund. Members purchasing Shares from the Funds for
resale to investors will deliver a prospectus to such investors. The
Information Circular will also discuss any exemptive, no-action, and
interpretive relief granted by the Commission from any rules under the
Act.
    In addition, the Information Circular will reference that each Fund
is subject to various fees and expenses described in the Registration
Statement. The Information Circular will also disclose the trading
hours of the Shares of each of the Funds and the applicable NAV
Calculation Time for the Shares. The Information Circular will disclose
that information about the Shares of the Fund will be publicly
available on each Fund's Web site. In addition, the Information
Circular will reference that the Trust is subject to various fees and
expenses described in each Fund's Registration Statement.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5)\26\ 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.
---------------------------------------------------------------------------

    \26\ 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
applicable initial and continued listing criteria in BZX Rule 14.11(i).
The Exchange believes that its surveillance procedures are adequate to
properly monitor the trading of the Shares on the Exchange during all
trading sessions and to deter and detect violations of Exchange rules
and the applicable federal securities laws. If the investment adviser
to the investment company issuing Managed Fund Shares is affiliated
with a broker-dealer, such investment adviser to the investment company
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. The
Exchange will communicate as needed regarding trading in the Shares and
underlying common stocks, preferred stocks,

Depositary Receipts, REITs, ETFs, ETNs, futures and options on futures
with other markets and other entities that are members of the ISG, and
the Exchange may obtain trading information regarding trading in the
Shares and underlying common stocks, preferred stocks, Depositary
Receipts, REITs, ETFs, ETNs, futures and options on futures from such
markets and other entities. In addition, the Exchange may obtain
information regarding trading in the Shares and underlying common
stocks, preferred stocks, Depositary Receipts, REITs, ETFs, ETNs,
futures and options on futures from markets and other entities that are
members of ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.\27\ In addition, the Exchange is able
to access, as needed, trade information for certain fixed income
instruments reported to TRACE. Not more than 10% of the net assets of a
Fund in the aggregate invested in exchange-traded equity securities
shall consist of equity securities whose principal market is not a
member of the ISG or party to a CSSA with the Exchange.
---------------------------------------------------------------------------

    \27\ 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 each Fund may trade on markets that are
members of ISG or with which the Exchange has in place 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.
    The Adviser is not registered as a broker-dealer and is not
affiliated with a broker-dealer. In the event that (a) the Adviser or
any sub-adviser becomes registered as, or becomes newly affiliated
with, a broker-dealer, or (b) any new adviser or sub-adviser is a
registered broker-dealer or becomes affiliated with a broker-dealer, it
will implement a fire wall with respect to its relevant personnel or
broker dealer affiliate, as applicable, regarding access to information
concerning the composition and/or changes to a portfolio, and will be
subject to procedures designed to prevent the use and dissemination of
material non-public information regarding such portfolio. Each Fund may
hold up to an aggregate amount of 15% of its net assets in illiquid
securities (calculated at the time of investment), consistent with
Commission guidance. Each Fund's investments will be consistent with
its respective investment objective and will not be used to enhance
leverage.
    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 Funds and the Shares,
thereby promoting market transparency. Moreover, the Intraday
Indicative Value will be widely disseminated by one or more major
market data vendors at least every 15 seconds during the Regular
Trading Hours. On each business day, before commencement of trading in
Shares in the Regular Trading on the Exchange, the Adviser will
disclose on its Web site the Disclosed Portfolio that will form the
basis for the Funds' calculation of NAV at the end of the business day.
    Quotation and last sale information for the equity portfolio
holdings of a Fund that are U.S. exchange listed, including common
stocks, preferred stocks, ETFs, ETNs, Depositary Receipts, and REITs
will be available via the CTA high speed line. Quotation and last sale
information for such U.S. exchange-listed securities, as well as
futures and options on futures will be available from the exchange on
which they are listed. Information relating to non-exchange listed
securities of investment companies will be available from major market
data vendors.
    Quotation information for sovereign and quasi-sovereign bonds, U.S.
government securities, corporate debt securities, commercial paper,
commercial interests, bankers' acceptances, bank certificates of
deposit, repurchase agreements, fixed and floating rate securities,
indexed bonds, master notes, zero coupon securities, and forward
foreign currency contracts may be obtained from brokers and dealers who
make markets in such securities or through nationally recognized
pricing services through subscription agreements. The Web site for the
Funds will include a form of the prospectus for the Funds and
additional data relating to NAV and other applicable quantitative
information.
    Moreover, prior to the commencement of listing on the Exchange, the
Exchange will inform its Members in an Information Circular of the
special characteristics and risks associated with trading the Shares.
Trading in Shares of the Fund will be halted under the conditions
specified in BZX Rule 11.18. Trading may also be halted because of
market conditions or for reasons that, in the view of the Exchange,
make trading in the Shares inadvisable. Finally, trading in the Shares
will be subject to BZX Rule 14.11(i)(4)(B)(iv), which sets forth
circumstances under which Shares of the Fund may be halted. As noted
above, investors will also have ready access to information regarding
the Fund's holdings, the Intraday Indicative Value, the Disclosed
Portfolio, and quotation and last sale information of the Shares. The
proposed rule change is designed to perfect the mechanism of a free and
open market and, in general, to protect investors and the public
interest in that it will facilitate the listing and trading of
additional types of actively-managed exchange- traded products that
will enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, the Exchange may obtain
information regarding trading in the Shares from markets and other
entities that are members of ISG or with which the Exchange has in
place a comprehensive surveillance sharing agreement. In addition, as
noted above, investors will have ready access to information regarding
the Funds' holdings, the Intraday Indicative Value, 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, rather will facilitate the transfer from Arca and
listing of additional actively-managed exchange-traded products on
Bats, which will enhance competition among listing venues, to the
benefit of issuers, investors, and the marketplace more broadly.

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

    The Exchange has neither solicited nor received written comments on
the proposed rule change.

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

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, the proposed rule
change has become

effective pursuant to Section 19(b)(3)(A) of the Act \28\ and Rule 19b-
4(f)(6) thereunder.\29\
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78s(b)(3)(A).
    \29\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and the text of the proposed rule change,
at least five business days prior to the date of filing of the
proposed rule change, or such shorter time as designated by the
Commission. The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    Normally, a proposed rule change filed pursuant to Rule 19b-4(f)(6)
under the Act \30\ does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \31\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay so that
the proposal may become operative immediately upon filing. The Exchange
states that waiver of the 30-day operative delay would allow the Shares
to be listed on the Exchange in December of 2016 and would allow the
Funds to avoid paying listing fees that the current listing exchange
will assess for next year, which will be applied at the beginning of
January. The Commission notes that the Funds are currently listed and
traded on NYSE Arca and that the Exchange has represented that the
proposal to list and trade the Funds on the Exchange is substantively
identical to the proposal, which the Commission approved, to list and
trade the Funds on NYSE Arca. Accordingly, the Commission believes that
waiving the 30-day operative delay is consistent with the protection of
investors and the public interest and hereby waives the operative delay
and designates the proposal operative upon filing.\32\
---------------------------------------------------------------------------

    \30\ 17 CFR 240.19b-4(f)(6).
    \31\ 17 CFR 240.19b-4(f)(6)(iii).
    \32\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the 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. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
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-BatsBZX-2016-88 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BatsBZX-2016-88. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549 on official business days between 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-2016-88 and should
be submitted on or before January 17, 2017.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\33\
---------------------------------------------------------------------------

    \33\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2016-31110 Filed 12-23-16; 8:45 am]
 BILLING CODE 8011-01-P


  Continuous Release Reporting for Farms
   SECTION II: ANIMAL WASTE SOURCE INFORMATION

ID Number
(CR-ERNS)
  Use this form if you are reporting ammonia or hydrogen sulfide releases to air from animal wastes.

  Part B: Specific Information on the Animal Waste Source
  For the animal waste source identified below, provide the following information. Please provide a SEPARATE
  sheet for EACH animal waste source.
  Continuous Release Reporting for Farms
   SECTION II: ANIMAL WASTE SOURCE INFORMATION

ID Number
(CR-ERNS)
  Use this form if you are reporting ammonia or hydrogen sulfide releases to air from animal wastes.

  Part B: Specific Information on the Animal Waste Source
  For the animal waste source identified below, provide the following information. Please provide a SEPARATE
  sheet for EACH animal waste source.
      		    OMB No. 2050-0086

Name of Animal Waste Source:

Air Releases of Hazardous Substances from Animal Waste at Farms  -  Area Source (indicate or describe surface area)

Part C: Identity and Quantity of Each Hazardous Substance Released to the Air from Each Animal Waste Source
AT THIS TIME, EPA does not endorse any specific methodology for calculating the amount of hazardous substance releases to the air from animal waste.  You should contact your industry association for assistance.

						   Normal Range (pounds/24 hours)

 □ Ammonia        CASRN: 7664-41-7		Upper Bound		      Number of Days Release Occurs/Yr.

					              Lower Bound	                    Total Pounds Released in Previous Yr.

Months of the Release (check all that apply)    □ January    □ February    □ March    □ April    □ May    □ June
					  □ July    □ August    □ September    □ October    □ November    □ December
							     □ALL MONTHS, check here

						   Normal Range (pounds/24 hours)

□ Hydrogen Sulfide	CASRN: 7873-06-4	Upper Bound		      Number of Days Release Occurs/Yr.

						Lower Bound		      Total Pounds Released in Previous Yr.

Months of the Release (check all that apply)    □ January    □ February    □ March    □ April    □ May    □ June
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							     □ALL MONTHS, check here

                                 INSTRUCTIONS
          SECTION II: ANIMAL WASTE SOURCE INFORMATION (PARTS B and C)
Use this form if you are reporting ammonia or hydrogen sulfide releases to air from animal wastes.

  ID Number (CR-ERNS)
  The CR-ERNS Number is required for this submission. NRC will assign a CR-ERNS number for your farm when you make the initial notification.

 Part B - Specific Information on the Animal Waste Source
 You must provide specific information on the animal waste source of the hazardous substances(s) released to the air.
 Part C - Identity and Quantity of Each Hazardous Substance Released to the Air from Each Animal Waste Source
 For each animal waste source, you must report information about the identity and quantity of the hazardous substances released to the air from the source. In particular, you must identify the normal range of each release and the total annual quantity released during the previous year from each animal waste source.
 You are not necessarily required to monitor releases to determine the normal range of the release to the air. You may establish the normal range by using engineering estimates of releases under various operating conditions, knowledge of the operating history of the farm, experience with operating processes, professional judgment, or any other method that has a sound technical basis.
                                  Normal Range
 The normal range of a continuous release includes all releases of a hazardous substance (in pounds, kilograms, or curies) reported or occurring during any 24-hour period under normal operating conditions during the previous year. Only releases that are both continuous and stable in quantity and rate may be included in the normal range.
 Reporting Single Hazardous Substances - For each animal waste source, follow the directions below to report each hazardous substance released to the air from the animal waste source that is a single hazardous substance or a component of a mixture that you wish to report separately.
       Identify the hazardous substance released by name and by Chemical Abstracts Service Registry Number (CASRN). This form includes the CASRN for ammonia and hydrogen sulfide.
       Provide the upper and lower bounds of the normal range of the hazardous substance release from the identified animal waste source (i.e., quantity in pounds, kilograms, or curies) during the previous year.
       Estimate the total annual amount (in pounds, kilograms, or curies) of the hazardous substance released from the identified animal waste source during the previous year.
       Specify the frequency of the release to the air by indicating the number of days the release occurs per year from the identified animal waste source. Stating "continuous" is not sufficient, as one source may be continuously operating 365 days a year, while another source may be continuously operating on weekdays, 261 days a year.
       Indicate the actual months the air release occurs.