[Federal Register Volume 87, Number 119 (Wednesday, June 22, 2022)]
[Notices]
[Pages 37329-37330]
[FR Doc No: 2022-13280]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP22-473-000]

Southern Natural Gas Company, L.L.C.; Notice of Request Under
Blanket Authorization and Establishing Intervention and Protest
Deadline

    Take notice that on June 6, 2022, Southern Natural Gas Company,
L.L.C. (SNG), 569 Brookwood Village, Suite 749, Birmingham, Alabama
35209, filed in the above referenced docket a prior notice pursuant to
sections 157.205, 157.206, and 157.216 (b) of the Commission's
regulations under the Natural Gas Act (NGA) and its blanket certificate
issued in Docket No. CP82-406-000 requesting authorization to (1)
permanently abandon nine injection and withdrawal (I/W) wells,
including associated surface facilities, (2) abandon in place the
pipeline laterals associated with seven of the I/W wells totaling 1.95
miles of 3-inch-diameter to 12-inch-diameter laterals, and (3) abandon
by removal the pipeline laterals associated with two of the I/W wells
totaling 300 feet of 3-inch-diameter to 8-inch-diameter laterals at its
Muldon Gas Storage Field located in Monroe County, Mississippi. SNG
states that the project will eliminate future safety concerns
associated with the casing in the wellbores of these existing nine I/W
wells and with the associated pipeline laterals, as well as reduce
unnecessary costs associated with the repair and operation of SNG's
Muldon Storage Field. SNG estimates the cost of its proposal is $2.2
million, all as more fully set forth in the request which is on file
with the Commission and open to public inspection.
    In addition to publishing the full text of this document in the
Federal Register, the Commission provides all interested persons an
opportunity to view and/or print the contents of this document via the
internet through the Commission's Home Page (http://ferc.gov) using the
``eLibrary'' link. Enter the docket number excluding the last three
digits in the docket number field to access the document. At this time,
the Commission has suspended access to the Commission's Public
Reference Room, due to the proclamation declaring a National Emergency
concerning the Novel Coronavirus Disease (COVID-19), issued by the
President on March 13, 2020. For assistance, contact the Federal Energy
Regulatory Commission at [email protected] or call toll-free,
(886) 208-3676 or TYY,<PHONE_NUMBER>.
    Any questions concerning this request should be directed to Tina
Hardy, Director of Rates and Regulatory for Southern Natural Gas
Company, L.L.C., 569 Brookwood Village, Suite 749, Birmingham, Alabama
35209, by telephone at<PHONE_NUMBER>, or by email at
[email protected].

Public Participation

    There are three ways to become involved in the Commission's review
of this project: you can file a protest to the project, you can file a
motion to intervene in the proceeding, and you can file comments on the
project. There is no fee or cost for filing protests, motions to
intervene, or comments. The deadline for filing protests, motions to
intervene, and comments is 5:00 p.m. Eastern Time on August 15, 2022.
How to file protests, motions to intervene, and comments is explained
below.

Protests

    Pursuant to section 157.205 of the Commission's regulations under
the NGA,\1\ any person \2\ or the Commission's staff may file a protest
to the request. If no protest is filed within the time allowed or if a
protest is filed and then withdrawn within 30 days after the allowed
time for filing a protest, the proposed activity shall be deemed to be
authorized effective the day after the time allowed for protest. If a
protest is filed and not withdrawn within 30 days after the time
allowed for filing a protest, the instant request for authorization
will be considered by the Commission.
---------------------------------------------------------------------------

    \1\ 18 CFR 157.205.
    \2\ Persons include individuals, organizations, businesses,
municipalities, and other entities. 18 CFR 385.102(d).
---------------------------------------------------------------------------

    Protests must comply with the requirements specified in section
157.205(e) of the Commission's regulations,\3\ and must be submitted by
the protest deadline, which is August 15, 2022. A protest may also
serve as a motion to intervene so long as the protestor states it also
seeks to be an intervenor.
---------------------------------------------------------------------------

    \3\ 18 CFR 157.205(e).
---------------------------------------------------------------------------

Interventions

    Any person has the option to file a motion to intervene in this
proceeding. Only intervenors have the right to request rehearing of
Commission orders issued in this proceeding and to subsequently
challenge the Commission's orders in the U.S. Circuit Courts of Appeal.
    To intervene, you must submit a motion to intervene to the
Commission in accordance with Rule 214 of the Commission's Rules of
Practice and Procedure \4\ and the regulations under the NGA \5\ by the
intervention deadline for the project, which is August 15, 2022. As
described further in Rule 214, your motion to intervene must state, to
the extent known, your position regarding the proceeding, as well as
your interest in the proceeding. For an individual, this could include
your status as a landowner, ratepayer, resident of an impacted
community, or recreationist. You do not need to have property directly
impacted by the project in order to intervene. For more information
about motions to intervene, refer to the FERC website at https://www.ferc.gov/resources/guides/how-to/intervene.asp.
---------------------------------------------------------------------------

    \4\ 18 CFR 385.214.
    \5\ 18 CFR 157.10.
---------------------------------------------------------------------------

    All timely, unopposed motions to intervene are automatically
granted by operation of Rule 214(c)(1). Motions to intervene that are
filed after the intervention deadline are untimely and may be denied.
Any late-filed motion to intervene must show good cause for being late
and must explain why the time limitation should be waived and provide
justification by reference to factors set forth in Rule 214(d) of the
Commission's Rules and Regulations. A person obtaining party status
will be placed on the service list maintained by the Secretary of the
Commission and will receive copies (paper or electronic) of all
documents filed by the applicant and by all other parties.

Comments

    Any person wishing to comment on the project may do so. The
Commission considers all comments received about the project in
determining the appropriate action to be taken. To ensure that your
comments are timely and properly recorded, please submit your comments
on or before August 15, 2022. The filing of a comment alone will not
serve to make the filer a party to the proceeding. To become a party,
you must intervene in the proceeding.

How To File Protests, Interventions, and Comments

    There are two ways to submit protests, motions to intervene, and
comments. In both instances, please reference the Project docket number
CP22-473-000 in your submission. The Commission encourages electronic
filing of submissions.
    (1) You may file your protest, motion to intervene, and comments by
using the Commission's eFiling feature, which is located on the
Commission's website

(www.ferc.gov) under the link to Documents and Filings. New eFiling
users must first create an account by clicking on ``eRegister.'' You
will be asked to select the type of filing you are making; first select
General'' and then select ``Protest'', ``Intervention'', or ``Comment
on a Filing.''
    The Commission's eFiling staff are available to assist you at (202)
502-8258 or [email protected]
    (2) You can file a paper copy of your submission. Your submission
must reference the Project docket number CP22-473-000.
    To mail via USPS, use the following address: Kimberly D. Bose,
Secretary, Federal Energy Regulatory Commission, 888 First Street NE,
Washington, DC 20426.
    To mail via any other courier, use the following address: Kimberly
D. Bose, Secretary, Federal Energy Regulatory Commission, 12225 Wilkins
Avenue, Rockville, Maryland 20852.
    Protests and motions to intervene must be served on the applicant
either by mail or email (with a link to the document) at:
[email protected], or Tina Hardy, Director of Rates and
Regulatory for Southern Natural Gas Company, L.L.C., 569 Brookwood
Village, Suite 749, Birmingham, Alabama 35209. Any subsequent
submissions by an intervenor must be served on the applicant and all
other parties to the proceeding. Contact information for parties can be
downloaded from the service list at the eService link on FERC Online.

Tracking The Proceeding

    Throughout the proceeding, additional information about the project
will be available from the Commission's Office of External Affairs, at
(866) 208-FERC, or on the FERC website at www.ferc.gov using the
``eLibrary'' link as described above. The eLibrary link also provides
access to the texts of all formal documents issued by the Commission,
such as orders, notices, and rulemakings.
    In addition, the Commission offers a free service called
eSubscription which allows you to keep track of all formal issuances
and submittals in specific dockets. This can reduce the amount of time
you spend researching proceedings by automatically providing you with
notification of these filings, document summaries, and direct links to
the documents. For more information and to register, go to
www.ferc.gov/docs-filing/esubscription.asp.

    Dated: June 14, 2022.
Kimberly D. Bose,
Secretary.
[FR Doc. 2022-13280 Filed 6-21-22; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 133 (Friday, July 11, 2014)]
[Notices]
[Pages 40100-40101]
[FR Doc No: 2014-16308]

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

ENVIRONMENTAL PROTECTION AGENCY

[FRL-9913-44-OA]

Notification of Two Public Teleconferences of the Science
Advisory Board Panel for the Review of the EPA Water Body Connectivity
Report

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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

SUMMARY: The EPA Science Advisory Board (SAB) Staff Office announces
two public teleconferences of the SAB Panel to provide comments to the
chartered SAB on the adequacy of the scientific and technical basis of
the proposed rule titled Definition of Waters of the United States
under the Clean Water Act.

DATES: The SAB Panel for the Review of the EPA Water Body Connectivity
Report will conduct public teleconferences on August 20, 2014 and
August 21, 2014. Each of the teleconferences will begin at 1:00 p.m.
and end at 5:00 p.m. (Eastern Time).
    Location: The public teleconferences will be conducted by telephone
only.

FOR FURTHER INFORMATION CONTACT: Any member of the public wishing to
obtain information concerning the public teleconferences may contact
Dr. Thomas Armitage, Designated Federal Officer (DFO), EPA Science
Advisory Board Staff Office (1400R), U.S. Environmental Protection
Agency, 1200 Pennsylvania Avenue NW., Washington, DC 20460; via
telephone at<PHONE_NUMBER> or via email at<EMAIL_ADDRESS>
General information concerning the SAB as well as any updates
concerning the teleconferences announced in this notice may be found on
the EPA Web site at http://www.epa.gov/sab.

SUPPLEMENTARY INFORMATION: The SAB was established pursuant to the
Environmental Research, Development, and Demonstration Authorization
Act (ERDDAA), codified at 42 U.S.C. 4365, to provide independent
scientific and technical advice to the Administrator on the technical
basis for Agency positions and regulations. The SAB is a Federal
Advisory Committee chartered under the Federal Advisory Committee Act
(FACA), 5 U.S.C., App. 2. The SAB will comply with the provisions of
FACA and all appropriate SAB Staff Office procedural policies. Pursuant
to FACA and EPA policy, notice is hereby given that the SAB Panel for
the Review of the EPA Water Body Connectivity Report will hold two
public teleconferences to provide comments to the chartered SAB on
adequacy of the scientific and technical basis of the proposed rule
titled Definition of Waters of the United States under the Clean Water
Act. This proposed rule was published by the EPA and the U.S. Army
Corps of Engineers on April 21, 2014 (79 FR 22188).
    Background: The SAB Panel for the Review of the EPA Water Body
Connectivity Report was established to conduct a peer review of the EPA
draft report titled Connectivity of Streams and Wetlands to Downstream
Waters: A Review and Synthesis of the Scientific Evidence (September,
2013 External Review Draft, EPA/600/R-11/098B). The report was written
to inform development of a rule proposed by the EPA and the U.S. Army
Corps of Engineers to clarify the definition of waters of the United
States under the Clean Water Act (79 FR 22188). The Panel was charged
with reviewing the overall clarity and technical accuracy of the EPA
draft report, whether it included and correctly summarized the most
relevant peer-reviewed scientific literature, and whether the findings
and conclusions were supported by the available science. To conduct the
peer review, the Panel held a face-to-face meeting on December 16-18,
2013 [Federal Register Notice dated September 24, 2013 (78 FR 58536)],
public teleconferences on April 28 and May 2, 2014 [Federal Register
Notice dated April 1, 2014 (79 FR 18293)], and a public teleconference
on June 19, 2014 [Federal Register Notice dated May 23, 2014 (79 FR
29760)]. Information about this activity may be found at http://yosemite.epa.gov/sab/sabproduct.nsf/fedrgstr_activites/Watershed%20Connectivity%20Report?OpenDocument.
    The ERDDAA requires the EPA to make available to the SAB proposed
criteria documents, standards, limitations, or regulations provided to
any other federal agency for formal review and comment together with
the relevant scientific and technical information on which the proposed
action is based. The SAB may then make available to the Administrator
its advice and comments on the adequacy of the scientific and technical
basis of the proposed actions. The purpose of the upcoming
teleconferences is for the SAB Panel to develop comments to the
chartered SAB on the adequacy of the scientific and technical basis of
the proposed rule cited above. Comments from the Panel will inform a
letter to the EPA Administrator, to be prepared by the chartered SAB,
on the adequacy of the scientific and technical basis of the proposed
rule titled Definition of Waters of the United States under the Clean

Water Act. The two Panel teleconferences will be conducted as one
complete meeting, beginning on August 20, 2014 and continuing on August
21, 2014. Information about this advisory activity may be found at
http://yosemite.epa.gov/sab/sabproduct.nsf/fedrgstr_activites/WOUS-adv%26com?OpenDocument.
    Availability of Meeting Materials: Teleconference agendas and any
other meeting materials will be placed on the SAB Web site at http://www.epa.gov/sab in advance of the teleconferences. The proposed rule
titled Definition of Waters of the United States under the Clean Water
Act is available on the EPA Web site at http://www2.epa.gov/sites/production/files/2014-04/documents/fr-2014-07142.pdf. For questions and
information concerning the proposed rule please contact Ms. Donna
Downing, Office of Water (4502-T), Environmental Protection Agency,
1200 Pennsylvania Avenue NW., Washington, DC 20460; telephone (202)
566-2428 or via email at<EMAIL_ADDRESS>    Procedures for Providing Public Input: Public comment for
consideration by EPA's federal advisory committees and panels has a
different purpose from public comment provided to EPA program offices.
Therefore, the process for submitting comments to a federal advisory
committee is different from the process used to submit comments to an
EPA program office.
    Federal advisory committees and panels, including scientific
advisory committees, provide independent advice to EPA. Members of the
public can submit comments for a federal advisory committee to consider
as it develops advice for EPA. Input from the public to the SAB will
have the most impact if it provides specific scientific or technical
information or analysis for SAB panels to consider or if it relates to
the clarity or accuracy of the technical information. Members of the
public wishing to provide oral statements to the SAB Panel should
contact the DFO directly. Oral Statements: In general, individuals or
groups requesting an oral presentation at a public teleconference will
be limited to three minutes. Interested parties should contact Dr.
Thomas Armitage, DFO, in writing (preferably via email) at the contact
information noted above by August 13, 2014 to be placed on the list of
public speakers for August 20, 2014. Written Statements: Members of the
public wishing to provide written comments may submit them to the EPA
Docket electronically via www.regulations.gov by email, by mail, or by
hand delivery/courier. Please follow the detailed instructions provided
in the written statements section of this notice. Written statements
should be received in the EPA Docket by August 13, 2014 so that the
information may be made available to the SAB Panel for its
consideration. Written statements should be identified by Docket ID No.
EPA-HQ-OA-2014-0010 and submitted to the Docket at www.regulations.gov
by one of the following methods:
     www.regulations.gov: Follow the on-line instructions for
submitting comments.
     Email<EMAIL_ADDRESS>Include the docket number in
the subject line of the message.
     Mail: Office of Environmental Information (OEI) Docket
(Mail Code: 28221T), Docket ID No. EPA-HQ-OA-2014-0010, U.S.
Environmental Protection Agency, 1200 Pennsylvania Ave. NW.,
Washington, DC 20460. The phone number is<PHONE_NUMBER>.
     Hand Delivery: The OEI Docket is located in the EPA
headquarters Docket Center, Room 3334, EPA West Building, 1301
Constitution Ave. NW., Washington, DC. The EPA Docket Center Public
Reading Room is open from 8:30 a.m. to 4:30 p.m., Monday through
Friday, excluding legal holidays. The telephone number for the Public
Reading Room is<PHONE_NUMBER>. Deliveries are only accepted during the
docket's normal hours of operation, and special arrangements should be
made for deliveries of boxed information.
    Direct your comments to Docket ID No. EPA-HQ-OA-2014-0010. Please
ensure that your comments are submitted by August 13, 2014. Comments
received after that date will be marked late and may not be provided to
the SAB Panel for consideration before the August 20, 2014
teleconference. It is EPA's policy to include all comments received in
the public docket without change and to make the comments available on-
line at www.regulations.gov, including any personal information
provided, unless a comment includes information claimed to be
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Do not submit information that you
consider to be CBI or otherwise protected through www.regulations.gov
or email. The www.regulations.gov Web site is an ``anonymous access''
system, which means EPA will not know your identity or contact
information unless you provide it in the body of your comment. If you
send an email directly to EPA without going through
www.regulations.gov, your email address will be automatically captured
and included as part of the comment that is placed in the public docket
and made available on the Internet. If you submit an electronic
comment, EPA recommends that you include your name and other contact
information in the body of your comment and with any disk or CD-ROM you
submit. If EPA cannot read your comments due to technical difficulties
and cannot contact you for clarification, the SAB Panel may not be able
to consider your comments. Electronic files should avoid the use of
special characters and any form of encryption and be free of any
defects or viruses. For additional information about EPA's public
docket, visit the EPA Docket Center homepage at www.epa.gov/epahome/dockets.htm.
    Documents in the docket are listed in the www.regulations.gov
index. Although listed in the index, some information is not publicly
available, e.g., CBI or other information whose disclosure is
restricted by statute. Certain other material, such as copyrighted
material will be publicly available only in hard copy. Publicly
available docket materials are available either electronically at
www.regulations.gov or in hard copy at the OEI Docket in the EPA
Headquarters Docket Center.
    Accessibility: For information on access or services for
individuals with disabilities, please contact Dr. Thomas Armitage at
(202) 564-2155 or<EMAIL_ADDRESS>To request accommodation of
a disability, please contact Dr. Armitage preferably at least ten days
prior to the teleconference to give EPA as much time as possible to
process your request.

    Dated: June 30, 2014.
 Thomas H. Brennan,
Deputy Director, EPA Science Advisory Staff Office.
[FR Doc. 2014-16308 Filed 7-10-14; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 79, Number 52 (Tuesday, March 18, 2014)]
[Notices]
[Pages 15191-15198]
[FR Doc No: 2014-05861]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71702; File No. SR-NYSEArca-2014-19]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change, as Modified by Amendment No. 2, To List and
Trade Shares of the iShares Core Allocation Conservative ETF, iShares
Core Allocation Moderate ETF, iShares Core Allocation Moderate Growth
ETF, and iShares Core Allocation Growth ETF Under NYSE Arca Equities
Rule 8.600

March 12, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on February 25, 2014, NYSE Arca, Inc. (``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the self-regulatory
organization. On March 10, 2014, the Exchange filed Amendment No. 2 to
the proposed rule change, which amended and replaced the proposed rule
change in its entirety.\3\ 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\ 17 CFR 240.19b-4.
    \3\ See note 7 infra. The Exchange filed Amendment No. 1 on
March 7, 2014 and withdrew it on March 11, 2014.
---------------------------------------------------------------------------

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

    The Exchange proposes to list and trade the following under NYSE
Arca Equities Rule 8.600 (``Managed Fund Shares''): iShares Core
Allocation Conservative ETF; iShares Core Allocation Moderate ETF;
iShares Core Allocation Moderate Growth ETF; and iShares Core
Allocation Growth ETF. The text of the proposed rule change is
available on the Exchange's Web site at www.nyse.com, at the principal
office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the
following under NYSE Arca Equities Rule 8.600, which governs the
listing and trading of Managed Fund Shares: \4\ iShares Core Allocation
Conservative ETF; iShares Core Allocation Moderate ETF; iShares Core
Allocation Moderate Growth ETF; and iShares Core Allocation Growth ETF
(each a ``Fund'' and collectively the ``Funds''). The Shares of the
Funds will be offered by iShares U.S. ETF Trust (the ``Trust'') \5\ The
Trust is registered with the Commission as an open-end management
investment company.\6\ BlackRock Fund Advisors (``BFA'') will serve as
the investment adviser to the Funds (the ``Adviser''). BFA is an
indirect wholly-owned subsidiary of BlackRock, Inc. BlackRock
Investments, LLC (the ``Distributor'') will be the principal
underwriter and distributor of the Funds' Shares. State Street Bank and
Trust Company (the ``Administrator'', ``Custodian'' or ``Transfer
Agent'') will serve as administrator, custodian and transfer agent for
the Funds.\7\
---------------------------------------------------------------------------

    \4\ A Managed Fund Share is a security that represents an
interest in an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an
open-end investment company or similar entity that invests in a
portfolio of securities selected by its investment adviser
consistent with its investment objectives and policies. In contrast,
an open-end investment company that issues Investment Company Units,
listed and traded on the Exchange under NYSE Arca Equities Rule
5.2(j)(3), seeks to provide investment results that correspond
generally to the price and yield performance of a specific foreign
or domestic stock index, fixed income securities index or
combination thereof.
    \5\ The Commission has previously approved listing and trading
on the Exchange of a number of actively managed funds under Rule
8.600. See, e.g., Securities Exchange Act Release Nos. 57801 (May 8,
2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-2008-31) (order
approving Exchange listing and trading of twelve actively-managed
funds of the WisdomTree Trust); 60460 (August 7, 2009), 74 FR 41468
(August 17, 2009) (SR-NYSEArca-2009-55) (order approving listing and
trading of Dent Tactical ETF); 71540 (February 12, 2014), 79 FR 9515
(February 19, 2014) (SR-NYSEArca-2013-138) (order approving listing
and trading of shares of the iShares Enhanced International Large-
Cap ETF and iShares Enhanced International Small-Cap ETF).
    \6\ The Trust is registered under the 1940 Act. On September 6,
2013, the Trust filed with the Commission Form N-1A under the
Securities Act of 1933 (15 U.S.C. 77a) and under the 1940 Act
relating to the Funds (File Nos. 333-179904 and 811-22649)
(``Registration Statement''). The description of the operation of
the Trust and the Funds 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. 29571 (File No. 812-
13601) (``Exemptive Order'').
    \7\ This Amendment No. 2 to SR-NYSEArca-2014-19 replaces SR-
NYSEArca-2014-19 as originally filed and supersedes such filing in
its entirety. The Exchange has withdrawn amendment No. 1 to SR-
NYSEArca-2014-19.
---------------------------------------------------------------------------

    Commentary .06 to Rule 8.600 provides that, if the investment
adviser to the investment company issuing Managed Fund Shares is
affiliated with a broker-dealer, such investment adviser shall erect a
``fire wall'' between the investment adviser and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such investment company portfolio. Commentary .06 further
requires that personnel who make decisions on the open-end fund's
portfolio composition must be subject to procedures designed to prevent
the use and dissemination of material nonpublic information regarding
the open-end fund's portfolio.\8\ Commentary .06 to Rule 8.600 is
similar to Commentary .03(a)(i) and (iii) to NYSE Arca Equities Rule
5.2(j)(3); however, Commentary .06 in connection with the establishment
of a ``fire wall'' between the investment adviser and the broker-dealer
reflects the applicable open-end fund's portfolio, not an underlying
benchmark index, as is the case with index-based funds. The Adviser is
not registered as a broker-dealer but is affiliated with multiple
broker-dealers and has implemented a ``fire wall'' with

respect to such broker-dealers regarding access to information
concerning the composition and/or changes to a Fund's portfolio. In the
event (a) the Adviser or any sub-adviser registers as a broker-dealer
or becomes newly affiliated with a broker-dealer, or (b) any new
adviser or sub-adviser is a registered broker-dealer, or becomes
affiliated with a broker-dealer, it will implement a fire wall with
respect to its relevant personnel or its broker-dealer affiliate
regarding access to information concerning the composition and/or
changes to a portfolio, and will be subject to procedures designed to
prevent the use and dissemination of material non-public information
regarding such portfolio.
---------------------------------------------------------------------------

    \8\ 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.
---------------------------------------------------------------------------

iShares Core Allocation Conservative ETF
    The iShares Core Allocation Conservative ETF seeks to create a
portfolio with a conservative risk profile by allocating its assets
among the iShares Core suite of equity and fixed income exchange-traded
funds (``ETFs''), as described below.
    The Fund will be a fund of funds and seeks to achieve its
investment objective by investing, under normal circumstances,\9\
generally at least 80% of its net assets in the securities of
``Underlying Funds'' that themselves seek investment results
corresponding to their own underlying indexes.\10\ The Underlying Funds
will invest primarily in distinct asset classes, such as large-
capitalization, mid-capitalization and small-capitalization U.S.
equity, international developed market and emerging market equity,
short-term U.S. government and corporate debt, long-term U.S.
government and corporate debt, or the U.S. aggregate bond market; each
such asset class has its own risk profile.\11\
---------------------------------------------------------------------------

    \9\ The term ``under normal circumstances'' includes, but is not
limited to, the absence of extreme volatility or trading halts in
the equity markets or the financial markets generally; operational
issues causing dissemination of inaccurate market information; or
force majeure type events such as systems failure, natural or man-
made disaster, act of God, armed conflict, act of terrorism, riot or
labor disruption or any similar intervening circumstance.
    \10\ As of June 30, 2013, the Underlying Funds included the
following iShares Core funds: iShares Core Long-Term U.S. Bond ETF,
iShares Core MSCI EAFE ETF, iShares Core MSCI Emerging Markets ETF,
iShares Core MSCI Total International Stock ETF, iShares Core S&P
500 ETF, iShares Core S&P Mid-Cap ETF, iShares Core S&P Small-Cap
ETF, iShares Core S&P Total U.S. Stock Market ETF, iShares Core
Short-Term U.S. Bond ETF and iShares Core Total U.S. Bond Market
ETF. BFA may add, eliminate or replace the Underlying Funds at any
time without advance notice to investors. The Underlying Funds held
by a Fund may change over time and may not include all of the
Underlying Funds listed above. In addition, the relative proportions
of the Underlying Funds held by a Fund may change over time. Top
sectors of the iShares Core Allocation Conservative ETF primarily
include agency securities, financial companies, industrials
companies and treasury securities. The top sectors of the Fund, and
the degree to which they represent certain industries, may change
over time.
    \11\ For purposes of this proposed rule change, the term
``Underlying Fund'' 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); 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); and Managed Fund Shares
(as described in NYSE Arca Equities Rule 8.600). All Underlying
Funds will be listed and traded on a U.S. national securities
exchange. While the Underlying Funds currently include only
Investment Company Units (as described in NYSE Arca Equities Rule
5.2(j)(3)), which are based on indexes, in the future, Underlying
Funds may include other types of securities enumerated in this
footnote.
---------------------------------------------------------------------------

    The Fund will be an actively managed ETF that does not seek to
replicate the performance of a specified index. BFA will select
securities for the Fund using a proprietary, model-based investment
process that seeks to maximize returns for the Fund's stated risk/
return profile through investments in Underlying Funds.
    The Fund intends to hold investments which in the aggregate have a
conservative risk/return profile as determined by BFA. A
``conservative'' risk allocation typically emphasizes significant
exposure to fixed income securities, while maintaining smaller exposure
to equity securities, in an effort to preserve capital and reduce
volatility of returns. As of June 30, 2013, BFA's model recommended an
allocation of approximately 20% to Underlying Funds that invest
primarily in equity securities and 80% to Underlying Funds that invest
primarily in fixed income securities.
    The Fund may lend securities representing up to one-third of the
value of the Fund's total assets (including the value of the collateral
received).
iShares Core Allocation Moderate ETF
    The iShares Core Allocation Moderate ETF will seek to create a
portfolio with a moderate risk profile by allocating its assets among
the iShares Core suite of equity and fixed income ETFs, as described
below.
    The Fund will be a fund of funds and will seek to achieve its
investment objective by investing, under normal circumstances,
generally at least 80% of its net assets in the securities of
Underlying Funds that themselves seek investment results corresponding
to their own underlying indexes.\12\ The Underlying Funds will invest
primarily in distinct asset classes, such as large-capitalization, mid-
capitalization and small-capitalization U.S. equity, international
developed market and emerging market equity, short-term U.S. government
and corporate debt, long-term U.S. government and corporate debt, or
the U.S. aggregate bond market; each such asset class has its own risk
profile.
---------------------------------------------------------------------------

    \12\ See note 11, supra. Top sectors of the iShares Core
Allocation Moderate ETF primarily include agency securities,
financial companies and treasury securities. The top sectors of the
Fund, and the degree to which they represent certain industries, may
change over time.
---------------------------------------------------------------------------

    The Fund will be an actively managed ETF that does not seek to
replicate the performance of a specified index. BFA will select
securities for the Fund using a proprietary, model-based investment
process that seeks to maximize returns for the Fund's stated risk/
return profile through investments in Underlying Funds.
    The Fund intends to hold investments which in the aggregate have a
moderate risk/return profile as determined by BFA. A ``moderate'' risk
allocation typically emphasizes exposure to fixed income securities,
while maintaining some exposure to equity securities, in an effort to
provide an opportunity for some capital preservation and for low to
moderate capital appreciation. As of June 30, 2013, BFA's model
recommended an allocation of approximately 40% to Underlying Funds that
invest primarily in equity securities and 60% to Underlying Funds that
invest primarily in fixed income securities.
    The Fund may lend securities representing up to one-third of the
value of the Fund's total assets (including the value of the collateral
received).
iShares Core Allocation Moderate Growth ETF
    The iShares Core Allocation Moderate Growth ETF will seek to create
a portfolio with a moderate growth risk profile by allocating its
assets among the iShares Core suite of equity and fixed income ETFs, as
described below.
    The Fund will be a fund of funds and will seek to achieve its
investment objective by investing, under normal circumstances,
generally at least 80% of its net assets in the securities of
Underlying Funds that themselves seek investment results corresponding
to their own underlying indexes.\13\ The

Underlying Funds will invest primarily in distinct asset classes, such
as large-capitalization, mid-capitalization and small-capitalization
U.S. equity, international developed market and emerging market equity,
short-term U.S. government and corporate debt, long-term U.S.
government and corporate debt, or the U.S. aggregate bond market; each
such asset class has its own risk profile.
---------------------------------------------------------------------------

    \13\ See note 11, supra. Top sectors of the iShares Core
Allocation Moderate Growth ETF primarily include consumer
discretionary, financial companies, industrials, information
technology companies, and treasury securities. The top sectors of
the Fund, and the degree to which they represent certain industries,
may change over time.
---------------------------------------------------------------------------

    The Fund will be an actively managed ETF that will not seek to
replicate the performance of a specified index. BFA will select
securities for the Fund using a proprietary, model-based investment
process that seeks to maximize returns for the Fund's stated risk/
return profile through investments in Underlying Funds.
    The Fund intends to hold investments which in the aggregate have a
moderate growth risk/return profile as determined by BFA. A ``moderate
growth'' risk allocation typically emphasizes exposure to equity
securities, while maintaining some exposure to fixed income securities,
in an effort to provide an opportunity for moderate capital
appreciation and some capital preservation. As of June 30, 2013, BFA's
model recommended an allocation of approximately 60% to Underlying
Funds that invest primarily in equity securities and 40% to Underlying
Funds that invest primarily in fixed income securities.
    The Fund may lend securities representing up to one-third of the
value of the Fund's total assets (including the value of the collateral
received).
iShares Core Allocation Growth ETF
    The iShares Core Allocation Growth ETF seeks to create a portfolio
with a growth risk profile by allocating its assets among the iShares
Core suite of equity and fixed income ETFs, as described below.
    The Fund will be a fund of funds and will seek to achieve its
investment objective by investing under normal circumstances generally
at least 80% of its net assets in the securities of Underlying Funds
that themselves seek investment results corresponding to their own
underlying indexes.\14\ The Underlying Funds will invest primarily in
distinct asset classes, such as large-capitalization, mid-
capitalization and small-capitalization U.S. equity, international
developed market and emerging market equity, short-term U.S. government
and corporate debt, long-term U.S. government and corporate debt, or
the U.S. aggregate bond market; each such asset class has its own risk
profile.
---------------------------------------------------------------------------

    \14\ See note 11, supra. Top sectors of the iShares Core
Allocation Growth ETF primarily include consumer discretionary,
financial companies, industrials, and information technology
companies. The top sectors of the Fund, and the degree to which they
represent certain industries, may change over time.
---------------------------------------------------------------------------

    The Fund will be an actively managed ETF that will not seek to
replicate the performance of a specified index. BFA will select
securities for the Fund using a proprietary, model-based investment
process that seeks to maximize returns for the Fund's stated risk/
return profile through investments in Underlying Funds.
    The Fund intends to hold investments which in the aggregate have a
moderate growth risk/return profile as determined by BFA. A ``moderate
growth'' risk allocation typically emphasizes exposure to equity
securities, while maintaining some exposure to fixed income securities,
in an effort to provide an opportunity for moderate capital
appreciation and some capital preservation. As of June 30, 2013, BFA's
model recommended an allocation of approximately 60% to Underlying
Funds that invest primarily in equity securities and 40% to Underlying
Funds that invest primarily in fixed income securities.
    The Fund may lend securities representing up to one-third of the
value of the Fund's total assets (including the value of the collateral
received).
Other Investments
    While each Fund, under normal circumstances, generally will invest
at least 80% of its assets in Underlying Funds, as described above,
each Fund may invest in other securities and financial instruments, as
described below.
    Each Fund may invest in other exchange-traded products (``ETPs'')
in addition to the Underlying Funds described above.\15\
---------------------------------------------------------------------------

    \15\ For purposes of this proposed rule change, the term ``ETP''
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);
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); and Managed Fund Shares (as described in
NYSE Arca Equities Rule 8.600). All ETPs will be listed and traded
on a U.S. national securities exchange.
---------------------------------------------------------------------------

    Each Fund may invest in short-term instruments on an ongoing basis
to provide liquidity or for other reasons. Short-term instruments are
generally short-term investments, including (i) shares of money market
funds (including those advised by BFA or otherwise affiliated with
BFA); (ii) obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities (including government-sponsored
enterprises); (iii) negotiable certificates of deposit (``CDs''),
bankers' acceptances, fixed-time deposits and other obligations of U.S.
and non-U.S. banks (including non-U.S. branches) and similar
institutions; (iv) commercial paper rated, at the date of purchase,
``Prime-1'' by Moody's[supreg] Investors Service, Inc., ``F-1'' by
Fitch Inc., or ``A-1'' by Standard & Poor's[supreg] Financial Services
LLC, or if unrated, of comparable quality as determined by BFA; (v)
non-convertible corporate debt securities (e.g., bonds and debentures)
with remaining maturities at the date of purchase of not more than 397
days and that satisfy the rating requirements set forth in Rule 2a-7
under the 1940 Act; (vi) repurchase agreements; and (vii) short-term
U.S. dollar-denominated obligations of non-U.S. banks (including U.S.
branches) that, in the opinion of BFA, are of comparable quality to
obligations of U.S. banks which may be purchased by a Fund.
Other Restrictions
    Each Fund will be classified as ``non-diversified.'' A non-
diversified fund is a fund that is not limited by the 1940 Act with
regard to the percentage of its assets that may be invested in the
securities of a single issuer.\16\
---------------------------------------------------------------------------

    \16\ The diversification standard is set forth in Section
5(b)(1) of the 1940 Act.
---------------------------------------------------------------------------

    Each Fund intends to maintain the required level of diversification
and otherwise conduct its operations so as to qualify as a regulated
investment company (``RIC'') under Subchapter M of the Internal Revenue
Code.\17\
---------------------------------------------------------------------------

    \17\ 26 U.S.C. 851 et seq.
---------------------------------------------------------------------------

    A Fund may hold up to an aggregate amount of 15% of its net assets
(calculated at the time of investment) in assets deemed illiquid by the
Adviser, consistent with Commission guidance.\18\ 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.\19\
---------------------------------------------------------------------------

    \18\ In reaching liquidity decisions, the Adviser may consider
the following factors: The frequency of trades and quotes for the
security; the number of dealers wishing to purchase or sell the
security and the number of other potential purchasers; dealer
undertakings to make a market in the security; and the nature of the
security and the nature of the marketplace in which it trades (e.g.,
the time needed to dispose of the security, the method of soliciting
offers and the mechanics of transfer).
    \19\ The Commission has stated that long-standing Commission
guidelines have required open-end funds to hold no more than 15% of
their net assets in illiquid securities and other illiquid assets.
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR
14618 (March 18, 2008), footnote 34. See also, Investment Company
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31,
1970) (Statement Regarding ``Restricted Securities''); Investment
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio
security is illiquid if it cannot be disposed of in the ordinary
course of business within seven days at approximately the value
ascribed to it by the fund. See Investment Company Act Release No.
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990)
(adopting Rule 144A under the Securities Act of 1933).
---------------------------------------------------------------------------

Net Asset Value
    The net asset value (``NAV'') for each Fund normally will be
determined once daily Monday through Friday, generally as of the
regularly scheduled close of business of the New York Stock Exchange
(``NYSE'') (normally 4:00 p.m., Eastern time) on each day that the NYSE
is open for trading, based on prices at the time of closing provided
that (a) any Fund assets or liabilities denominated in currencies other
than the U.S. dollar will be translated into U.S. dollars at the
prevailing market rates on the date of valuation as quoted by one or
more data service providers, and (b) U.S. fixed-income assets may be
valued as of the announced closing time for trading in fixed-income
instruments in a particular market or exchange. The NAV of each Fund
will be calculated by dividing the value of the net assets of a Fund
(i.e., the value of its total assets, which includes the values of the
Underlying Fund shares in which a Fund invests, less total liabilities)
by the total number of outstanding Shares of a Fund, generally rounded
to the nearest cent.
    The value of the securities and other assets and liabilities held
by each Fund will be determined pursuant to valuation policies and
procedures approved by the Trust's Board of Trustees (``Board'').
    Equity investments, including the shares of Underlying Funds and
shares of other ETPs, will be valued at market value, which will
generally be determined using the last reported official closing price
or last trading price on the exchange or market on which the security
is primarily traded at the time of valuation.
    Generally, trading in U.S. government securities and certain fixed-
income securities is substantially completed each day at various times
prior to the close of business on the NYSE. The values of such
securities used in computing the NAV of the Funds will be determined as
of such times.
    Repurchase agreements will generally be valued at par. Other short-
term instruments will generally be valued at the last available bid
price received from independent pricing services. In determining the
value of a fixed income investment, pricing services may use certain
information with respect to transactions in such investments,
quotations from dealers, pricing matrixes, market transactions in
comparable investments, various relationships observed in the market
between investments, and calculated yield measures. In certain
circumstances, short-term instruments may be valued on the basis of
amortized cost.
    When market quotations are not readily available or are believed by
BFA to be unreliable, a Fund's investments will be valued at fair
value. Fair value determinations will be made by BFA in accordance with
policies and procedures approved by the Trust's Board. BFA may conclude
that a market quotation is not readily available or is unreliable if a
security or other asset or liability does not have a price source due
to its lack of liquidity, if a market quotation differs significantly
from recent price quotations or otherwise no longer appears to reflect
fair value, where the security or other asset or liability is thinly
traded, or where there is a significant event subsequent to the most
recent market quotation. A ``significant event'' is an event that, in
the judgment of BFA, is likely to cause a material change to the
closing market price of the asset or liability held by a Fund.\20\
---------------------------------------------------------------------------

    \20\ According to the Registration Statement, fair value
represents a good faith approximation of the value of an asset or
liability. The fair value of an asset or liability held by a Fund is
the amount a Fund might reasonably expect to receive from the
current sale of that asset or the cost to extinguish that liability
in an arm's-length transaction. Valuing a Fund's investments using
fair value pricing will result in prices that may differ from
current market valuations and that may not be the prices at which
those investments could have been sold during the period in which
the particular fair values were used.
---------------------------------------------------------------------------

Creations and Redemptions
    According to the Registration Statement, the consideration for
purchase of Creation Units of Shares of a Fund generally will consist
of the in-kind deposit of a designated portfolio of securities
(including any portion of such securities for which cash may be
substituted) (``Deposit Securities'') and the Cash Component computed
as described below. Together, the Deposit Securities and the Cash
Component constitute the ``Fund Deposit,'' which will be applicable
(subject to possible amendment or correction) to creation requests
received in proper form. The Fund Deposit represents the minimum
initial and subsequent investment amount for a Creation Unit of a Fund.
A Creation Unit will consist of 50,000 Shares of a Fund. The Creation
Unit size for a Fund may change.
    The ``Cash Component'' will be an amount equal to the difference
between the NAV of the Shares (per Creation Unit) and the ``Deposit
Amount,'' which is an amount equal to the market value of the Deposit
Securities, and serves to compensate for any differences between the
NAV per Creation Unit and the Deposit Amount.
    Creation Units may be purchased only by or through a DTC
participant that has entered into an authorized participant agreement
(as described in the Registration Statement) with the Distributor (such
DTC participant, an ``Authorized Participant''). Except as noted below,
creation orders must be received by the Distributor in proper form
generally before the closing time of the regular trading session of the
Exchange (normally 4:00 p.m., Eastern time) in each case on the date
such order is placed in order for creation of Creation Units to be
effected based on the NAV of Shares of a Fund as next determined on
such date after receipt of the order in proper form. On days when the
Exchange or other markets close earlier than normal, a Fund may require
orders to create Creation Units to be placed earlier in the day. A
standard creation transaction fee will be imposed to offset the
transfer and other transaction costs associated with the issuance of
Creation Units.
    Although the Trust will not ordinarily permit partial or full cash
purchases of Creation Units of Shares of a Fund, when partial or full
cash purchases of Creation Units are available or specified for a Fund,
they will be effected in essentially the same manner as in-kind
purchases thereof. In the case of a partial or full cash purchase, the
Authorized Participant must pay the cash equivalent of the Deposit
Securities

it would otherwise be required to provide through an in-kind purchase,
plus the same Cash Component required to be paid by an in-kind
purchaser.
    BFA will make available through the National Securities Clearing
Corporation (``NSCC'') on each business day prior to the opening of
business on the Exchange, the list of names and the required number of
shares of each Deposit Security and the amount of the Cash Component to
be included in the current Fund Deposit (based on information as of the
end of the previous business day for each Fund). Such Fund Deposit will
be applicable, subject to any adjustments as described below, to
purchases of Creation Units of shares of a given Fund until such time
as the next-announced Fund Deposit is made available.
    The identity and number of shares of the Deposit Securities will
change pursuant to changes in the composition of a Fund's portfolio and
as rebalancing adjustments and corporate action events are reflected
from time to time by BFA with a view to the investment objective of a
Fund. The composition of the Deposit Securities may also change in
response to adjustments to the weighting or composition of the
component securities constituting a Fund's portfolio.
    The Funds reserve the right to permit or require the substitution
of a ``cash in lieu'' amount to be added to the Cash Component to
replace any Deposit Security that may not be available in sufficient
quantity for delivery or that may not be eligible for transfer through
the Depository Trust Company (``DTC''). The Funds also reserve the
right to permit or require a ``cash in lieu'' amount in certain
circumstances, including circumstances in which (i) the delivery of the
Deposit Security by the Authorized Participant would be restricted
under applicable securities or other local laws or (ii) the delivery of
the Deposit Security to the Authorized Participant would result in the
disposition of the Deposit Security by the Authorized Participant
becoming restricted under applicable securities or other local laws, or
in certain other situations.
    Shares of a Fund may be redeemed by Authorized Participants only in
Creation Units at their NAV next determined after receipt of a
redemption request in proper form by the Distributor or its agent and
only on a business day. The Funds will not redeem shares in amounts
less than Creation Units. Each Fund generally will redeem Creation
Units for Fund Securities, as defined below.
    Except as noted below, redemption orders must be received by the
Distributor in proper form generally before the closing time of the
regular trading session of the Exchange (normally 4:00 p.m., Eastern
time) in each case on the date such order is placed in order for
redemption of Creation Units to be effected based on the NAV of Shares
of a Fund as next determined on such date after receipt of the order in
proper form. On days when the Exchange or other markets close earlier
than normal, a Fund may require orders to redeem Creation Units to be
placed earlier in the day. A standard redemption transaction fee will
be imposed to offset the transfer and other transaction costs
associated with the redemption of Creation Units.
    BFA will make available through the NSCC, prior to the opening of
business on the Exchange on each business day, the designated portfolio
of securities (including any portion of such securities for which cash
may be substituted) that will be applicable (subject to possible
amendment or correction) to redemption requests received in proper form
on that day (``Fund Securities'') and a Cash Amount (as defined below).
Fund Securities received on redemption may not be identical to Deposit
Securities that are applicable to creations of Creation Units.
    Unless cash redemptions are available or specified for a Fund, the
redemption proceeds for a Creation Unit generally will consist of Fund
Securities, plus the Cash Amount, which is an amount equal to the
difference between the NAV of the Shares being redeemed, as next
determined after the receipt of a redemption request in proper form,
and the value of Fund Securities, less a redemption transaction fee.
    The Trust may, in its sole discretion, substitute a ``cash in
lieu'' amount to replace any Fund Security. The Funds also reserve the
right to permit or require a ``cash in lieu'' amount in certain
circumstances, including circumstances in which (i) the delivery of a
Fund Security to the Authorized Participant would be restricted under
applicable securities or other local laws or (ii) the delivery of a
Fund Security to the Authorized Participant would result in the
disposition of the Fund Security by the Authorized Participant becoming
restricted under applicable securities or other local laws, or in
certain other situations. The amount of cash paid out in such cases
will be equivalent to the value of the substituted security listed as a
Fund Security. In the event that the Fund Securities have a value
greater than the NAV of the Shares, a compensating cash payment equal
to the difference is required to be made by or through an Authorized
Participant by the redeeming shareholder.
Availability of Information
    The Funds' Web site (www.ishares.com), which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for a Fund that may be downloaded. The Funds' Web
site will include additional quantitative information updated on a
daily basis, including, for the Funds, (1) the prior business day's
reported closing price, NAV and mid-point of the bid/ask spread at the
time of calculation of such NAV (the ``Bid/Ask Price''),\21\ and a
calculation of the premium and discount of the Bid/Ask Price against
the NAV, and (2) data in chart format displaying the frequency
distribution of discounts and premiums of the daily Bid/Ask Price
against the NAV, within appropriate ranges, for each of the four
previous calendar quarters. On each business day, before commencement
of trading in Shares in the Core Trading Session on the Exchange, each
Fund will disclose on its Web site the Disclosed Portfolio that will
form the basis for such Fund's calculation of NAV at the end of the
business day.\22\
---------------------------------------------------------------------------

    \21\ The Bid/Ask Price of Shares of each Fund will be determined
using the mid-point of the highest bid and the lowest offer on the
Exchange as of the time of calculation of a Fund's NAV. The records
relating to Bid/Ask Prices will be retained by the Funds and their
service providers.
    \22\ Under accounting procedures followed by the Funds, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). Accordingly, the Funds
will be able to disclose at the beginning of the business day the
portfolio that will form the basis for the NAV calculation at the
end of the business day.
---------------------------------------------------------------------------

    On a daily basis, each Fund will disclose for each portfolio
security or other financial instrument of each Fund the following
information on the Funds' Web site: Ticker symbol (if applicable), name
of security and financial instrument, number of shares and dollar value
of securities and financial instruments held in the portfolio, and
percentage weighting of the security and financial instrument in the
portfolio. The Web site information will be publicly available at no
charge.
    In addition, a basket composition file, which includes the security
names and share quantities required to be delivered in exchange for
each Fund's Shares, together with estimates and actual cash components,
will be publicly disseminated daily prior to the opening of the NYSE
via NSCC. The basket represents one Creation Unit of a Fund.
    Investors can also obtain the Trust's Statement of Additional
Information

(``SAI''), each Fund's Shareholder Reports, and the Trust's Form N-CSR
and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder
Reports are available free upon request from the Trust, and those
documents and the Form N-CSR and Form N-SAR may be viewed on-screen or
downloaded from the Commission's Web site at www.sec.gov. Information
regarding market price and trading volume of the Shares will be
continually available on a real-time basis throughout the day on
brokers' computer screens and other electronic services. Information
regarding the previous day's closing price and trading volume
information for the Shares will be published daily in the financial
section of newspapers. Quotation and last sale information for the
Shares of each Fund, shares of the Underlying Funds and shares of other
ETPs will be available via the Consolidated Tape Association (``CTA'')
high-speed line. In addition, the Indicative Optimized Portfolio Value
(``IOPV''),\23\ which is the Portfolio Indicative Value as defined in
NYSE Arca Equities Rule 8.600 (c)(3), will be widely disseminated at
least every 15 seconds during the Core Trading Session by one or more
major market data vendors.\24\ The dissemination of the IOPV, together
with the Disclosed Portfolio, will allow investors to determine the
value of the underlying portfolio of each Fund on a daily basis and to
provide a close estimate of that value throughout the trading day. The
intra-day, closing and settlement prices of repurchase agreements and
short-term instruments will also be readily available from published or
other public sources, or online information services such as Bloomberg
or Reuters.
---------------------------------------------------------------------------

    \23\ The IOPV will be based on the current value of the
securities and other assets held by the Funds using market data
converted into U.S. dollars at the current currency rates. The IOPV
price will be based on quotes and closing prices from the
securities' local market and may not reflect events that occur
subsequent to the local market's close. Premiums and discounts
between the IOPV and the market price may occur. The IOPV will not
necessarily reflect the precise composition of the current portfolio
of securities held by a Fund at a particular point in time or the
best possible valuation of the current portfolio. Therefore, the
IOPV should not be viewed as a ``real-time'' update of a Fund's NAV,
which will be calculated only once a day.
    \24\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available IOPVs
taken from CTA or other data feeds.
---------------------------------------------------------------------------

    Additional information regarding the Trust and the Shares,
including investment strategies, risks, creation and redemption
procedures, fees, portfolio holdings disclosure policies, distributions
and taxes is included in the Registration Statement. All terms relating
to the Funds 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.\25\ Trading in Shares of a Fund
will be halted if the circuit breaker parameters in NYSE Arca Equities
Rule 7.12 have been reached. Trading also may be halted because of
market conditions or for reasons that, in the view of the Exchange,
make trading in the Shares inadvisable. These may include: (1) The
extent to which trading is not occurring in the securities and/or the
financial instruments comprising the Disclosed Portfolio of a Fund; or
(2) whether other unusual conditions or circumstances detrimental to
the maintenance of a fair and orderly market are present. Trading in
the Shares will be subject to NYSE Arca Equities Rule 8.600(d)(2)(D),
which sets forth circumstances under which Shares of a Fund may be
halted.
---------------------------------------------------------------------------

    \25\ 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 of each Fund 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 Funds will
be in compliance with Rule 10A-3 \26\ under the Act, as provided by
NYSE Arca Equities Rule 5.3. A minimum of 100,000 Shares for each Fund
will be outstanding at the commencement of trading on the Exchange. The
Exchange will obtain a representation from the issuer of the Shares
that the NAV per Share of each Fund will be calculated daily and that
the NAV and the Disclosed Portfolio as defined in NYSE Arca Equities
Rule 8.600(c)(2) will be made available to all market participants at
the same time.
---------------------------------------------------------------------------

    \26\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing surveillance procedures administered by the Financial
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange,
which are designed to detect violations of Exchange rules and
applicable federal securities laws.\27\ 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.
---------------------------------------------------------------------------

    \27\ FINRA surveils trading on the Exchange pursuant to a
regulatory services agreement. The Exchange is responsible for
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    The Exchange's current trading surveillance focuses on detecting
securities trading outside their normal patterns. When such situations
are detected, surveillance analysis follows and investigations are
opened, where appropriate, to review the behavior of all relevant
parties for all relevant trading violations.
    FINRA, on behalf of the Exchange, will communicate as needed
regarding trading in the Shares of each Fund, shares of the Underlying
Funds, and shares of other ETPs with other markets and other entities
that are members of the ISG, and FINRA, on behalf of the Exchange, may
obtain trading information regarding trading in the Shares of each
Fund, shares of the Underlying Funds, and shares of other ETPs, from
such markets and other entities. In addition, the Exchange may obtain
information regarding trading in the Shares of the Funds, shares of the
Underlying Funds, and shares of other ETPs from markets and other
entities that are members of ISG or with which the Exchange has in
place a comprehensive surveillance sharing agreement.\28\
---------------------------------------------------------------------------

    \28\ For a list of the current members of ISG, see
www.isgportal.org. The Exchange notes that, with the exception of
short-term instruments, as described above, all components of the
Disclosed Portfolio for a Fund will 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.
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 IOPV will not be calculated or publicly
disseminated; (4) how information regarding the IOPV 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 each 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
    The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \29\ 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.
---------------------------------------------------------------------------

    \29\ 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
federal securities laws applicable to trading on the Exchange. The
Adviser has implemented a ``fire wall'' with respect to its affiliated
broker-dealers regarding access to information concerning the
composition and/or changes to a Fund's portfolio. FINRA, on behalf of
the Exchange, will communicate as needed regarding trading in the
Shares of the Funds, shares of the Underlying Funds, and shares of
other ETPs with markets and other entities that are members of the ISG,
and FINRA, on behalf of the Exchange, may obtain trading information
regarding trading in the Shares of the Funds, shares of the Underlying
Funds, and shares of other ETPs from such markets and other entities.
The Exchange may obtain information regarding trading in the Shares of
the Funds, shares of the Underlying Funds, and shares of other ETPs
from ISG member markets or markets with which the Exchange has in place
a comprehensive surveillance sharing agreement. A Fund may hold up
[sic] an aggregate amount of 15% of its net assets (calculated at the
time of investment) in assets deemed illiquid by the Adviser,
consistent with Commission guidance.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Exchange will obtain a representation from the issuer of the
Shares that the NAV per Share of each Fund will be calculated daily and
that the NAV and the Disclosed Portfolio for each Fund will be made
available to all market participants at the same time. In addition, a
large amount of information is publicly available regarding the Funds
and the Shares, thereby promoting market transparency. Moreover, the
IOPV will be widely disseminated by one or more major market data
vendors at least every 15 seconds during the Exchange's Core Trading
Session. On each business day, before commencement of trading in Shares
in the Core Trading Session on the Exchange, the Funds will disclose on
their Web site the Disclosed Portfolio that will form the basis for a
Fund's calculation of NAV at the end of the business day. Information
regarding market price and trading volume of the Shares will be
continually available on a real-time basis throughout the day on
brokers' computer screens and other electronic services, and quotation
and last sale information will be available via the CTA high-speed
line. The Web site for the Funds will include a form of the prospectus
for the Funds and additional data relating to NAV and other applicable
quantitative information. Moreover, prior to the commencement of
trading, the Exchange will inform its Equity Trading Permit Holders in
an Information Bulletin of the special characteristics and risks
associated with trading the Shares. Trading in Shares of a Fund will be
halted if the circuit breaker parameters in NYSE Arca Equities Rule
7.12 have been reached or because of market conditions or for reasons
that, in the view of the Exchange, make trading in the Shares
inadvisable, and trading in the Shares will be subject to NYSE Arca
Equities Rule 8.600(d)(2)(D), which sets forth circumstances under
which Shares of a Fund may be halted. In addition, as noted above,
investors will have ready access to information regarding a Fund's
holdings, the IOPV, the Disclosed Portfolio, and quotation and last
sale information for the Shares.
    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
additional types of actively-managed exchange-traded products that will
enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, FINRA, on behalf of the
Exchange, will communicate as needed regarding trading in the Shares of
the Funds, shares of the Underlying Funds, and shares of other ETPs
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, shares of the Underlying Funds, and
shares of other ETPs from such markets and other entities. In addition,
the Exchange may obtain information regarding trading in the Shares as
well as shares of the Underlying Funds, and shares of other ETPs from
markets and other entities that are members of ISG or with which the
Exchange has in place a comprehensive surveillance sharing agreement.
As noted above, investors will have ready access to information
regarding a Fund's holdings, the IOPV, the Disclosed Portfolio, and
quotation and last sale information for the Shares. The proposed rule
change would benefit investors by providing them with additional
choices of transparent and tradeable products.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance

of the purpose of the Act. The Exchange notes that the proposed rule
change will facilitate the listing and trading of other actively-
managed exchange-traded products that hold equity securities and will
enhance competition among market participants, to the benefit of
investors and the marketplace.

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

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

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (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-2014-19 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2014-19. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
).Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for Web site viewing and printing in
the Commission's Public Reference Room, 100 F Street NE., Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change; the Commission does not edit
personal identifying information from submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSEArca-2014-19 and should
be submitted on or before April 8, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\30\
---------------------------------------------------------------------------

    \30\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-05861 Filed 3-17-14; 8:45 am]
BILLING CODE 8011-01-P