[Federal Register Volume 79, Number 51 (Monday, March 17, 2014)]
[Notices]
[Pages 14761-14769]
[FR Doc No: 2014-05752]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71686; File No. SR-NYSEArca-2014-20]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change, as Modified by Amendment No. 2, Relating to
the Listing and Trading of Reality Shares Isolated Dividend Growth ETF
Under NYSE Arca Equities Rule 8.600

March 11, 2014.
    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 February 25, 2014, NYSE Arca, Inc. (``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change, which filing was amended and
replaced in its entirety by Amendment No. 2 thereto on March 7, 2014,
as

described in Items I, II, and III below, which Items have been prepared
by the self-regulatory organization.\4\ 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.
    \4\ Amendment No. 1 was filed on March 6, 2014 and withdrawn on
March 7, 2014.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following
under NYSE Arca Equities Rule 8.600 (``Managed Fund Shares''): Reality
Shares Isolated Dividend 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 \5\ on the Exchange: Reality
Shares Isolated Dividend Growth ETF (the ``Fund'').\6\ The Shares of
the Fund will be offered by the Reality Shares ETF Trust (formerly, the
ERNY Financial ETF Trust) (the ``Trust''). The Trust will be registered
with the Commission as an open-end management investment company.\7\
Reality Shares Advisors, LLC (formerly, ERNY Financial Advisors, LLC)
will serve as the investment adviser to the Fund (the ``Adviser'').
ALPS Distributors, Inc. (the ``Distributor'') will be the principal
underwriter and distributor of the Fund's Shares. The Bank of New York
Mellon (the ``Administrator,'' ``Transfer Agent'' or ``Custodian'')
will serve as administrator, custodian and transfer agent for the
Fund.\8\
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    \5\ 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.
    \6\ The Commission approved NYSE Arca Equities Rule 8.600 and
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); 63076 (October 12, 2010), 75 FR 63874 (October
18, 2010) (SR-NYSEArca-2010-79) (order approving listing and trading
of Cambria Global Tactical ETF); 64643 (June 10, 2011) 76 FR 35062
(June 15, 2011) (SR-NYSEArca-2011-21) (order approving listing and
trading of WisdomTree Global Real Return Fund); 69397 (April 18,
2013) 78 FR 24276 (April 24, 2013) (SR-NYSEArca-2013-18) (order
approving listing and trading of fourteen actively-managed funds of
the iShares Trust); 69591 (May 16, 2013) 78 FR 30372 (May 22, 2013)
(SR-NYSEArca-2013-33) (order approving listing and trading of the
International Bear ETF).
    \7\ The Trust will be registered under the 1940 Act. On November
12, 2013, the Trust filed a registration statement on Form N-1A
under the Securities Act of 1933 (the ``1933 Act'') (15 U.S.C. 77a),
and under the 1940 Act relating to the Fund, as amended by Pre-
Effective Amendment Number 1, filed with the Commission on February
6, 2014 (File Nos. 333-192288 and 811-22911) (the ``Registration
Statement''). The description of the operation of the Trust and the
Fund herein is based, in part, on the Registration Statement. The
Commission has issued an order granting certain exemptive relief to
the Trust under the 1940 Act. Investment Company Act Release No.
30552 (June 10, 2013) (``Exemptive Order''). The Trust filed an
Application for an Order under Section 6(c) of the 1940 Act for
exemptions from various provisions of the 1940 Act and rules
thereunder (File No. 812-14146), on April 5, 2013, as amended on May
10, 2013 (together, the ``Exemptive Application''). Investments made
by the Fund will comply with the conditions set forth in the
Exemptive Application and the Exemptive Order.
    \8\ This Amendment No. 2 to SR-NYSEArca-2014-20 replaces SR-
NYSEArca-2014-20 as originally filed and supersedes such filing in
its entirety. The Exchange has withdrawn Amendment No. 1 to SR-
NYSEArca-2014-20.
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    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 of 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.\9\ 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 and is not affiliated with any
broker-dealers. In the event (a) the Adviser or any sub-adviser becomes
registered as a broker-dealer or newly affiliated with a broker-dealer,
or (b) any new adviser or sub-adviser is a registered broker-dealer or
becomes affiliated with a broker-dealer, they will implement a fire
wall with respect to their relevant personnel or broker-dealer
affiliate regarding access to information concerning the composition
and/or changes to the portfolio, and will be subject to procedures
designed to prevent the use and dissemination of material non-public
information regarding such portfolio.
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    \9\ 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.
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Principal Investments
    According to the Registration Statement, the Fund will seek to
produce long term capital appreciation by attempting to isolate the
value of dividends paid by a portfolio of U.S., European and Japanese
large

capitalization companies.\10\ The Adviser considers U.S. large
capitalization companies to be those with market capitalizations within
the range of market capitalizations of the companies included in the
S&P 500 Index. The Adviser considers European large capitalization
companies to be those with market capitalizations within the range of
market capitalizations of the companies included in the Euro Stoxx 50
Index. The Adviser considers Japanese large capitalization companies to
be those with market capitalizations within the range of market
capitalizations of the companies included in the Nikkei 225 Index.
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    \10\ The Fund's non-U.S. investments will be limited to listed
securities traded in European and Japanese markets and futures
contracts, forward contracts, options and swaps based on such
securities. Not more than 10% of the assets of the Fund in the
aggregate shall consist of non-U.S. equity securities whose
principal market is not a member of the Intermarket Surveillance
Group (``ISG'') or is a market with which the Exchange does not have
a comprehensive surveillance sharing agreement. Furthermore, not
more than 10% of the net assets of the Fund in the aggregate shall
consist of futures contracts or exchange-traded options whose
principal market is not a member of ISG or is a market with which
the Exchange does not have a comprehensive surveillance sharing
agreement.
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    Under normal market conditions,\11\ the Fund generally will invest
substantially all its assets in any combination of investments whose
collective performance is designed to reflect the growth of the level
of dividends expected to be paid on a portfolio of securities issued by
large capitalization companies listed for trading in the United States,
Europe and Japan (as discussed in more detail below).\12\
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    \11\ 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.
    \12\ There is no guarantee that either the level of overall
dividends paid by such companies will grow over time, or that the
Fund's investment strategies will capture such growth. The Fund will
include appropriate risk disclosure in its offering documents
disclosing both of these risks.
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    The Fund may take long or short positions in the securities issued
by large capitalization companies listed for trading in the U.S.,
Europe and Japan. A ``long'' position means to hold or be exposed to a
security or instrument with the expectation that its value will
increase over time. A ``short position'' means to sell or be exposed to
a security or instrument with the expectation that it will fall in
value. To the extent permitted under the 1940 Act, the Fund may take
long or short positions in shares of exchange traded funds (``ETFs'')
that provide exposure to indexes of large-capitalization equity
securities listed for trading in the U.S., Europe and Japan, such as
the S&P 500 Index, the Euro Stoxx 50 Index and the Nikkei 225 Index, or
any subset of such indexes (``Underlying ETFs'').\13\ The strategy of
taking both a long position in a security through its ex-dividend date
(the last date an investor can own the security and receive dividends
paid on the security) and a corresponding short position in the same
security immediately thereafter is designed to allow the Fund to
isolate its exposure to the growth of the level of dividends expected
to be paid on such security while minimizing its exposure to changes in
the trading price of such security.
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    \13\ For purposes of this proposed rule change, Underlying ETFs
include Investment Company Units (as described in NYSE Arca Equities
Rule 5.2(j)(3)), Portfolio Depositary Receipts as described in NYSE
Arca Equities Rule 8.100, and Managed Fund Shares (as described in
NYSE Arca Equities Rule 8.600). The Underlying ETFs all will be
listed and traded in the U.S. on registered exchanges. While the
Fund may invest in inverse Underlying ETFs, it may not invest in
leveraged or inverse leveraged (e.g., 2X, -2X, 3X or -3X) ETFs.
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    The Fund may buy and sell listed or over-the counter (``OTC'')
options on indexes of large-capitalization U.S., European and Japanese
equity securities listed for trading in the U.S., Europe and Japan,
such as the S&P 500 Index, the Euro Stoxx 50 Index and the Nikkei 225
Index, and the securities, or any group of securities, issued by large
capitalization U.S., European and Japanese companies.\14\ A put option
gives the purchaser of the option the right to sell, and the issuer of
the option the obligation to buy, the underlying security or instrument
on a specified date or during a specified period of time. A call option
on a security gives the purchaser of the option the right to buy, and
the writer of the option the obligation to sell, the underlying
security or instrument on a specified date or during a specified period
of time. The Fund may invest in a combination of put and call options
designed to allow the Fund to isolate its exposure to the growth of the
level of dividends expected to be paid by the securities issued by
large capitalization companies listed for trading in the United States,
Europe and Japan, while minimizing the Fund's exposure to changes in
the trading price of such securities. The Fund may invest up to 80% of
its assets through options transactions.
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    \14\ The Fund will transact only with OTC options dealers that
have in place an International Swaps and Derivatives Association
(``ISDA'') agreement with the Fund.
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    The Fund may invest in exchange-listed futures contracts and
forward contracts based on indexes of large-capitalization U.S.,
European and Japanese equity securities listed for trading in the U.S.,
Europe or Japan, such as the S&P 500 Index, the Euro Stoxx 50 Index and
the Nikkei 225 Index, and the securities, or any group of securities,
issued by large capitalization U.S., European and Japanese companies. A
listed futures contract is a standardized contract traded on a
recognized exchange in which two parties agree to exchange either a
specified financial asset or the cash equivalent of said asset at a
specified future date and price. A forward contract involves the
obligation to purchase or sell either a specified financial asset or
the cash equivalent of said asset at a future date at a price set at
the time of the contract. The Fund's use of listed futures contracts
and forward contracts will be designed to allow the Fund to isolate its
exposure to the growth of the level of the dividends expected to be
paid on the securities of large capitalization U.S., European and
Japanese companies, while minimizing the Fund's exposure to changes in
the trading price of such securities. The Fund also may invest in
Eurodollar futures contracts to manage or hedge exposure to interest
rate fluctuations. The Fund may invest up to 80% of its assets through
futures contracts and forward transactions.
    The Fund may enter into dividend and total return swap transactions
(including equity swap transactions) based on indexes of large-
capitalization U.S., European and Japanese equity securities listed for
trading in the U.S., Europe and Japan, such as the S&P 500 Index, the
Euro Stoxx 50 Index and the Nikkei 225 Index, and securities, or any
group of securities, issued by large capitalization U.S., European and
Japanese companies.\15\ In a typical swap transaction, one party agrees
to make periodic payments to another party (``counterparty'') based on
the change in market value or level of a specified rate, index, or
asset. In return, the counterparty agrees to make periodic payments to
the first party based on the return of a different specified rate,
index, or asset. Swap transactions are usually done on a net basis, the
Fund receiving or paying only the net amount of the two payments. In a
typical dividend swap transaction, the Fund

would pay the swap counterparty a premium and would be entitled to
receive the value of the actual dividends paid on the subject index
during the term of the swap contract. In a typical total return swap,
the Fund might exchange long or short exposures to the return of the
underlying securities or index to isolate the value of the dividends
paid on the underlying securities or index constituents. The Fund also
may engage in interest rate swap transactions. In a typical interest
rate swap transaction one stream of future interest payments is
exchanged for another. Such transactions often take the form of an
exchange of a fixed payment for a variable payment based on a future
interest rate. The Fund intends to use interest rate swap transactions
to manage or hedge exposure to interest rate fluctuations. The Fund may
invest up to 80% of its assets through swap transactions.\16\
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    \15\ The Fund will transact only with swap dealers that have in
place an ISDA agreement with the Fund.
    \16\ Where practicable, the Fund intends to invest in swaps
cleared through a central clearing house (``Cleared Swaps'').
Currently, only certain of the interest rate swaps in which the Fund
intends to invest are Cleared Swaps, while the dividend and total
return swaps (including equity swaps) in which the Fund may invest
are currently not Cleared Swaps.
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    The Fund's short positions and its investments in swaps, futures
contracts, forward contracts and options will be backed by investments
in U.S. Government Securities or other liquid assets in an amount equal
to the Fund's maximum liability under the applicable position or
contract. U.S. Government Securities include securities issued or
guaranteed by the U.S. government or its authorities, agencies, or
instrumentalities.
    The Fund will attempt to limit counterparty risk by entering into
swap, forward and option contracts only with counterparties the Adviser
believes are creditworthy and by limiting the Fund's exposure to each
counterparty. The Adviser will monitor the creditworthiness of each
counterparty and the Fund's exposure to each counterparty on an ongoing
basis.\17\
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    \17\ The Fund will seek, where possible, to use counterparties,
as applicable, whose financial status is such that the risk of
default is reduced; however, the risk of losses resulting from
default is still possible. The Adviser will evaluate the
creditworthiness of counterparties on an ongoing basis. In addition
to information provided by credit agencies, the Adviser will
evaluate each approved counterparty using various methods of
analysis, such as, for example, the counterparty's liquidity in the
event of default, the counterparty's reputation, the Adviser's past
experience with the counterparty, and the counterparty's share of
market participation.
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    The Fund's investments in swaps, futures contracts, forward
contracts and options will be consistent with the Fund's investment
objective and with the requirements of the 1940 Act.\18\
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    \18\ To limit the potential risk associated with such
transactions, the Fund will segregate or ``earmark'' assets
determined to be liquid by the Adviser in accordance with procedures
established by the Trust's Board of Trustees and in accordance with
the 1940 Act (or, as permitted by applicable regulation, enter into
certain offsetting positions) to cover its obligations arising from
such transactions. These procedures have been adopted consistent
with Section 18 of the 1940 Act and related Commission guidance. In
addition, the Fund will include appropriate risk disclosure in its
offering documents, including leveraging risk. Leveraging risk is
the risk that certain transactions of the Fund, including the Fund's
use of derivatives, may give rise to leverage, causing the Fund to
be more volatile than if it had not been leveraged. To mitigate
leveraging risk, the Adviser will segregate or ``earmark'' liquid
assets or otherwise cover the transactions that may give rise to
such risk.
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Other Investments
    In addition to the investments described above, the Fund may invest
up to 20% of its net assets in high-quality, short-term debt securities
and money market instruments.\19\ Debt securities and money market
instruments include shares of fixed income or money market mutual
funds, commercial paper, certificates of deposit, bankers' acceptances,
U.S. Government securities (including securities issued or guaranteed
by the U.S. government or its authorities, agencies, or
instrumentalities), repurchase agreements \20\ and bonds that are rated
BBB or higher.
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    \19\ The Fund may invest in shares of money market mutual funds
to the extent permitted by the 1940 Act.
    \20\ The Fund may enter into repurchase agreements with banks
and broker-dealers. A repurchase agreement is an agreement under
which securities are acquired by a fund from a securities dealer or
bank subject to resale at an agreed upon price on a later date. The
acquiring fund bears a risk of loss in the event that the other
party to a repurchase agreement defaults on its obligations and the
fund is delayed or prevented from exercising its rights to dispose
of the collateral securities.
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    The Fund will not purchase the securities of issuers conducting
their principal business activity in the same industry if, immediately
after the purchase and as a result thereof, the value of the Fund's
investments in that industry would equal or exceed 25% of the current
value of the Fund's total assets, provided that this restriction does
not limit the Fund's: (i) Investments in securities of other investment
companies, (ii) investments in securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities, or (iii)
investments in repurchase agreements collateralized by U.S. Government
securities.\21\
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    \21\ See Form N-1A, Item 9. The Commission has taken the
position that a fund is concentrated if it invests more than 25% of
the value of its total assets in any one industry. See, e.g.,
Investment Company Act Release No. 9011 (October 30, 1975), 40 FR
54241 (November 21, 1975).
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    The Fund may hold up to an aggregate amount of 15% of its net
assets in illiquid assets (calculated at the time of investment),
including Rule 144A securities deemed illiquid by the Adviser,
consistent with Commission guidance.\22\ The Fund will monitor its
portfolio liquidity on an ongoing basis to determine whether, in light
of current circumstances, an adequate level of liquidity is being
maintained, and will consider taking appropriate steps in order to
maintain adequate liquidity if, through a change in values, net assets,
or other circumstances, more than 15% of the Fund's net assets are held
in illiquid assets. Illiquid assets include securities subject to
contractual or other restrictions on resale and other instruments that
lack readily available markets as determined in accordance with
Commission staff guidance.\23\
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    \22\ 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).
    \23\ 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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    The Fund may invest in the securities of other investment companies
(including money market funds) to the extent permitted under the 1940
Act.
    The Fund will be classified as a ``non-diversified'' investment
company under the 1940 Act.\24\
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    \24\ The diversification standard is set forth in Section
5(b)(1) of the 1940 Act.
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    The Fund intends to qualify for and to elect treatment as a
separate regulated investment company (``RIC'') under Subchapter M of
the Internal Revenue Code.\25\
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    \25\ 26 U.S.C. 851 et seq.
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    The Fund's investments will be consistent with its investment
objective and will not be used to provide multiple returns of a
benchmark or to produce

leveraged returns. The Fund's investments will not be used to seek
performance that is the multiple or inverse multiple (i.e., 2Xs and
3Xs) of the Fund's primary broad-based securities benchmark index (as
defined in Form N-1A).\26\ The Trust's Exemptive Order does not place
any limit on the amount of derivatives in which the Fund can invest
(other than adherence to the requirements of the 1940 Act and the rules
thereunder).
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    \26\ The Fund's broad-based securities benchmark index will be
identified in a future amendment to the Registration Statement
following the Fund's first full calendar year of performance.
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Creation and Redemption of Shares
    According to the Registration Statement, the Fund will issue and
redeem Shares only in Creation Units at the net asset value (``NAV'')
next determined after receipt of an order on a continuous basis every
business day. Creation Unit sizes are 25,000 Shares or more per
Creation Unit. The Creation Unit size for the Fund may change.
    The consideration for purchase of a Creation Unit of the Fund
generally will consist of either (i) the in-kind deposit of a
designated portfolio of securities (the ``Deposit Securities'') per
each Creation Unit and the ``Cash Component'' (defined below), computed
as described below or (ii) the cash value of the Deposit Securities
(``Deposit Cash'') and the Cash Component, computed as described below.
Because non-exchange traded derivatives are not eligible for in-kind
transfer, they will be substituted with an amount of cash of equal
value (i.e., Deposit Cash) when the Fund processes purchases of
Creation Units in-kind. Specifically, the Fund will not accept OTC
options, forward contracts, dividend swap transactions, total return
swap transactions and interest rate swap transactions as Deposit
Securities. When accepting purchases of Creation Units for cash, the
Fund may incur additional costs associated with the acquisition of
Deposit Securities that would otherwise be provided by an in-kind
purchaser. Together, the Deposit Securities or Deposit Cash, as
applicable, and the Cash Component constitute the ``Fund Deposit,''
which represents the minimum initial and subsequent investment amount
for a Creation Unit of the Fund. The ``Cash Component'' is an amount
equal to the difference between the NAV of the Shares (per Creation
Unit) and the market value of the Deposit Securities or Deposit Cash,
as applicable. The Cash Component serves the function of compensating
for any differences between the NAV per Creation Unit and the market
value of the Deposit Securities or Deposit Cash, as applicable.
    A portfolio composition file, to be sent via the National
Securities Clearing Corporation (``NSCC''), will be made available on
each business day, prior to the opening of business on the Exchange
(currently 9:30 a.m., Eastern time) containing a list of the names and
the required number of shares of each security in the Deposit
Securities to be included in the current Fund Deposit for the Fund
(based on information about the Fund's portfolio at the end of the
previous business day). In addition, on each business day, the
estimated Cash Component, effective through and including the previous
business day, will be made available through NSCC.
    The Fund Deposit is applicable for purchases of Creation Units of
the Fund until such time as the next-announced Fund Deposit is made
available. In accordance with the Exemptive Order, the Fund reserves
the right to accept a nonconforming Fund Deposit. In addition, the
composition of the Deposit Securities may change as, among other
things, corporate actions and investment decisions by the Adviser are
implemented for the Fund's portfolio.
    All purchase orders must be placed by or through an ``Authorized
Participant''. An Authorized Participant must be either a broker-dealer
or other participant in the Continuous Net Settlement System
(``Clearing Process'') of the NSCC or a participant in The Depository
Trust Company (``DTC'') with access to the DTC system, and must execute
an agreement with the Distributor that governs transactions in the
Fund's Creation Units. In-kind portions of purchase orders will be
processed through the Clearing Process when it is available.
    Fund Shares may be redeemed only in Creation Units at their NAV
next determined after receipt of a redemption request in proper form by
the Fund through the Distributor and only on a business day. The Fund,
through the NSCC, will make available immediately prior to the opening
of business on the Exchange on each business day, the list of the names
and quantities of the Fund's portfolio securities that will be
applicable (subject to possible amendment or correction) to redemption
requests received in proper form on that day (``Fund Securities'').
Redemption proceeds for a Creation Unit will be paid either in-kind or
in cash or a combination thereof, as determined by the Trust. With
respect to in-kind redemptions of the Fund, redemption proceeds for a
Creation Unit will consist of Fund Securities plus cash in an amount
equal to the difference between the NAV of the Shares being redeemed,
as next determined after a receipt of a request in proper form, and the
value of the Fund Securities (the ``Cash Redemption Amount''). In the
event that the Fund Securities have a value greater than the NAV of the
Shares, a compensating cash payment equal to the differential will be
required to be made by or through an Authorized Participant by the
redeeming shareholder. Notwithstanding the foregoing, at the Trust's
discretion, an Authorized Participant may receive the corresponding
cash value of the securities in lieu of the in-kind securities
representing one or more Fund Securities.\27\ Because non-exchange
traded derivatives are not eligible for in-kind transfer, they will be
substituted with an amount of cash of equal value when the Fund
processes redemptions of Creation Units in-kind. Specifically, the Fund
will transfer the corresponding cash value of OTC options, forward
contracts, dividend swap transactions, total return swap transactions
and interest rate swap transactions in lieu of in-kind securities. In
accordance with the Exemptive Order, the Fund also reserves the right
to distribute to the Authorized Participant non-conforming Fund
Securities.
---------------------------------------------------------------------------

    \27\ 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 right of redemption may be suspended or the date of payment
postponed: (i) For any period during which the New York Stock Exchange
(``NYSE'') is closed (other than customary weekend and holiday
closings); (ii) for any period during which trading on the NYSE is
suspended or restricted; (iii) for any period during which an emergency
exists as a result of which disposal of the Shares or determination of
the Fund's NAV is not reasonably practicable; or (iv) in such other
circumstances as permitted by the Commission.
    For an order involving a Creation Unit to be effectuated at the
Fund's NAV on a particular day, it must be received by the Distributor
by or before the deadline for such order (``Order Cut-Off Time''). The
Order Cut-Off Time for creation and redemption orders for the Fund is
generally expected to be 4:00 p.m. Eastern Time. Orders for creation or
redemption of Creation Units for cash generally must be submitted by
4:00 p.m. Eastern Time. A standard creation or redemption transaction
fee (as

applicable) will be imposed to offset transfer and other transaction
costs that may be incurred by the Fund.
    Detailed descriptions of the Fund's procedures for creating and
redeeming Shares, transaction fees and expenses, dividends,
distributions, taxes, risks, and reports to be distributed to
beneficial owners of the Shares can be found in the Registration
Statement or on the Web site for the Fund (which will be publicly
available prior to the public offering of Shares), as applicable.
Determination of Net Asset Value
    The Fund will calculate its NAV by: (i) Taking the current market
value of its total assets; (ii) subtracting any liabilities; and (iii)
dividing that amount by the total number of Shares outstanding. The
Fund will calculate NAV once each business day as of the regularly
scheduled close of trading on the NYSE (normally, 4:00 p.m., Eastern
Time) as described in its Registration Statement.
    In calculating the Fund's NAV per Share, the Fund's investments
will be valued in accordance with procedures approved by the Trust's
Board of Trustees. These procedures, which may be changed by the
Trust's Board of Trustees from time to time, generally require
investments to be valued using market valuations. A market valuation
generally means a valuation (i) obtained from an exchange, an
independent pricing service, or a major market maker (or dealer), (ii)
based on a price quotation or other equivalent indication of value
supplied by an exchange, an independent pricing service, or a major
market maker (or dealer) or (iii) based on amortized cost. The Trust
may use various independent pricing services, or discontinue the use of
any independent pricing service, as determined by the Trust's Board of
Trustees from time to time.
    The Trust will generally value exchange-listed equity securities
(which include common stocks and Underlying ETFs) and exchange-listed
options on such securities at market closing prices. Market closing
price is generally determined on the basis of last reported sales
prices, or if no sales are reported, based on the last reported quotes.
The Trust will generally value listed futures at the settlement price
determined by the applicable exchange. Non-exchange-traded derivatives,
such as forwards, OTC options and swap transactions, will normally be
valued on the basis of quotations or equivalent indication of value
supplied by an independent pricing service or major market makers or
dealers. Investment company securities (other than Underlying ETFs)
will be valued at NAV. Debt securities and money market instruments
generally will be valued based on prices provided by independent
pricing services, which may use valuation models or matrix pricing to
determine current value. The Trust generally will use amortized cost to
value debt securities and money market instruments that have a
remaining maturity of 60 days or less.
    In the event that current market valuations are not readily
available or the Trust or Adviser believes such valuations do not
reflect current market value, the Trust's procedures require that a
security's fair value be determined.\28\ In determining such value the
Trust or the Adviser may consider, among other things, (i) price
comparisons among multiple sources, (ii) a review of corporate actions
and news events, and (iii) a review of relevant financial indicators
(e.g., movement in interest rates, market indices, and prices from the
Fund's index providers). In these cases, the Fund's NAV may reflect
certain portfolio securities' fair values rather than their market
prices. Fair value pricing involves subjective judgments and it is
possible that the fair value determination for a security is materially
different than the value that could be realized upon the sale of the
security.
---------------------------------------------------------------------------

    \28\ The Trust's Board of Trustees has established Fair Value
Procedures, in accordance with the 1940 Act, governing the valuation
of any portfolio investments for which market quotations or prices
are not readily available. The Fund has implemented procedures
designed to prevent the use and dissemination of material, non-
public information regarding valuation of any portfolio investments.
---------------------------------------------------------------------------

Availability of Information
    The Fund's Web site, www.realityshares.com, which will be publicly
available prior to the public offering of Shares, will include a form
of the prospectus for the Fund that may be downloaded. The Fund's Web
site will include additional quantitative information updated on a
daily basis, including, for the Fund, (1) 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''),\29\ 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, the
Fund will disclose on its Web site the Disclosed Portfolio (as such
term is defined in NYSE Arca Equities Rule 8.600(c)(2)) that will form
the basis for the Fund's calculation of NAV at the end of the business
day.\30\
---------------------------------------------------------------------------

    \29\ The Bid/Ask Price of the 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 the Fund's NAV. The records relating
to Bid/Ask Prices will be retained by the Fund and its service
providers.
    \30\ Under accounting procedures to be followed by the Fund,
trades made on the prior business day (``T'') will be booked and
reflected in NAV on the current business day (``T+1''). Accordingly,
the Fund will be able to disclose at the beginning of the business
day the portfolio that will form the basis for the NAV calculation
at the end of the business day.
---------------------------------------------------------------------------

    On a daily basis, the Adviser will disclose for each portfolio
security and other financial instrument of the Fund the following
information on the Fund's Web site: Ticker symbol (if applicable), name
of security and financial instrument, number of shares or dollar value
[sic] securities and of 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 portfolio composition file, which includes the
security names and share quantities required to be delivered in
exchange for the Fund's Shares, together with estimates and actual cash
components, will be publicly disseminated daily prior to the opening of
the NYSE via NSCC. The portfolio composition file will represent one
Creation Unit of Shares of the Fund.
    Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), the Fund's Shareholder Reports, and the Trust's
Form N-CSR and Form N-SAR, filed twice a year. The Trust's SAI and
Shareholder Reports are available free upon request from the Trust, and
those documents and the Form N-CSR and Form N-SAR may be viewed on-
screen or downloaded from the Commission's Web site at www.sec.gov.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. 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 will be available via the Consolidated Tape Association
(``CTA'') high-speed line. In addition, the Portfolio Indicative Value

(``PIV'') as defined in NYSE Arca Equities Rule 8.600(c)(3), will be
widely disseminated at least every 15 seconds during the Core Trading
Session by one or more major market data vendors.\31\ The dissemination
of the PIV, together with the Disclosed Portfolio, will allow investors
to determine the value of the underlying portfolio of the Fund on a
daily basis and will provide a close estimate of that value throughout
the trading day. The intra-day, closing and settlement prices of the
portfolio securities and other Fund investments, including Underlying
ETFs, futures and exchange-traded equities and options, will also be
readily available from the national securities exchanges trading such
securities, automated quotation systems, published or other public
sources, and, with respect to OTC options, swaps and forwards, from
third party pricing sources, or on-line information services such as
Bloomberg or Reuters. Price information regarding investment company
securities other than Underlying ETFs will be available from on-line
information services and from the Web site for the applicable
investment company security. The intra-day, closing and settlement
prices of debt securities and money market instruments will be readily
available from published and other public sources or on-line
information services.
---------------------------------------------------------------------------

    \31\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available PIVs
taken from the CTA or other data feeds.
---------------------------------------------------------------------------

    Additional information regarding the Trust and the Shares,
including investment strategies, risks, creation and redemption
procedures, fees, portfolio holdings disclosure policies, distributions
and taxes is included in the Registration Statement. All terms relating
to the Fund that are referred to, but not defined in, this proposed
rule change are defined in the Registration Statement.
Trading Halts
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of the Fund.\32\ Trading in Shares of the Fund
will be halted if the circuit breaker parameters in NYSE Arca Equities
Rule 7.12 have been reached. Trading also may be halted because of
market conditions or for reasons that, in the view of the Exchange,
make trading in the Shares inadvisable. These may include: (1) The
extent to which trading is not occurring in the securities and/or the
financial instruments comprising the Disclosed Portfolio of the Fund;
or (2) whether other unusual conditions or circumstances detrimental to
the maintenance of a fair and orderly market are present. Trading in
the Shares will be subject to NYSE Arca Equities Rule 8.600(d)(2)(D),
which sets forth circumstances under which Shares of the Fund may be
halted.
---------------------------------------------------------------------------

    \32\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Shares will trade on
the NYSE Arca Marketplace from 4:00 a.m. to 8:00 p.m. Eastern Time in
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late
Trading Sessions). The Exchange has appropriate rules to facilitate
transactions in the Shares during all trading sessions. As provided in
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price
variation (``MPV'') for quoting and entry of orders in equity
securities traded on the NYSE Arca Marketplace is $0.01, with the
exception of securities that are priced less than $1.00 for which the
MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing
criteria under NYSE Arca Equities Rule 8.600. The Exchange represents
that, for initial and/or continued listing, the Fund will be in
compliance with Rule 10A-3 \33\ under the Act, as provided by NYSE Arca
Equities Rule 5.3. A minimum of 100,000 Shares for the Fund will be
outstanding at the commencement of trading on the Exchange. The
Exchange will obtain a representation from the issuer of the Shares
that the NAV per Share will be calculated daily and that the NAV and
the Disclosed Portfolio as defined in NYSE Arca Equities Rule
8.600(c)(2) will be made available to all market participants at the
same time.
---------------------------------------------------------------------------

    \33\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing trading surveillances, administered by the Financial
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange,
which are designed to detect violations of Exchange rules and
applicable federal securities laws.\34\ 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.
---------------------------------------------------------------------------

    \34\ FINRA surveils trading on the Exchange pursuant to a
regulatory services agreement. The Exchange is responsible for
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting
securities trading outside their normal patterns, which could be
indicative of manipulative or other violative activity. When such
situations are detected, surveillance analysis follows and
investigations are opened, where appropriate, to review the behavior of
all relevant parties for all relevant trading violations.
    FINRA, on behalf of the Exchange, will communicate as needed
regarding trading in the Shares, certain equity securities, Underlying
ETFs, and certain futures contracts and exchange-listed options
contracts 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, certain equity securities,
Underlying ETFs, and certain futures contracts and exchange-listed
options contracts from such markets and other entities. In addition,
the Exchange may obtain information regarding trading in the Shares,
certain equity securities, Underlying ETFs, and certain futures
contracts and exchange-listed options contracts from markets and other
entities that are members of ISG or with which the Exchange has in
place a comprehensive surveillance sharing agreement.\35\
---------------------------------------------------------------------------

    \35\ For a list of the current members of ISG, see
www.isgportal.org. The Exchange notes that not all components of the
Disclosed Portfolio for the Fund may trade on markets that are
members of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    Not more than 10% of the assets of the Fund in the aggregate shall
consist of non-U.S. equity securities whose principal market is not a
member of ISG or is a market with which the Exchange does not have a
comprehensive surveillance sharing agreement. Furthermore, not more
than 10% of the net assets of the Fund in the aggregate shall consist
of futures contracts or exchange-traded options whose principal market
is not a member of ISG or is a market with which the Exchange does not
have a comprehensive surveillance sharing agreement.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
Equity Trading Permit (``ETP'') Holders in an Information Bulletin
(``Bulletin'')

of the special characteristics and risks associated with trading the
Shares. Specifically, the Bulletin will discuss the following: (1) The
procedures for purchases and redemptions of Shares 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 ETP 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
PIV will not be calculated or publicly disseminated; (4) how
information regarding the PIV is disseminated; (5) the requirement that
ETP Holders deliver a prospectus to investors purchasing newly issued
Shares prior to or concurrently with the confirmation of a transaction;
and (6) trading information.
    In addition, the Bulletin will reference that the Fund is subject
to various fees and expenses described in the Registration Statement.
The Bulletin will discuss any exemptive, no-action, and interpretive
relief granted by the Commission from any rules under the Act. The
Bulletin will also disclose that the NAV for the Shares will be
calculated after 4:00 p.m. 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) \36\ 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.
---------------------------------------------------------------------------

    \36\ 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 Shares will be subject to the existing trading
surveillances, administered by FINRA on behalf of the Exchange, which
are designed to detect violations of Exchange rules and federal
securities laws applicable to trading on the Exchange. The Adviser is
not registered as a broker-dealer and is not affiliated with any
broker-dealers. In the event (a) the Adviser or any sub-adviser becomes
registered as a broker-dealer or newly affiliated with a broker-dealer,
or (b) any new adviser or sub-adviser is a registered broker-dealer or
becomes affiliated with a broker-dealer, they will implement a fire
wall with respect to their relevant personnel or broker-dealer
affiliate regarding access to information concerning the composition
and/or changes to the portfolio, and will be subject to procedures
designed to prevent the use and dissemination of material non-public
information regarding such portfolio. The Fund may hold up to an
aggregate amount of 15% of its net assets in illiquid assets
(calculated at the time of investment), including Rule 144A securities
deemed illiquid by the Adviser. FINRA, on behalf of the Exchange, will
communicate as needed regarding trading in the Shares, certain equity
securities, Underlying ETFs, and certain futures contracts and
exchange-listed options contracts 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, certain
equity securities, Underlying ETFs, and certain futures contracts and
exchange-listed options contracts from such markets and other entities.
In addition, the Exchange may obtain information regarding trading in
the Shares, certain equity securities, Underlying ETFs, and certain
futures contracts and exchange-listed options contracts from markets
and other entities that are members of ISG or with which the Exchange
has in place a comprehensive surveillance sharing agreement. Not more
than 10% of the assets of the Fund in the aggregate shall consist of
non-U.S. equity securities whose principal market is not a member of
ISG or is a market with which the Exchange does not have a
comprehensive surveillance sharing agreement. Furthermore, not more
than 10% of the net assets of the Fund in the aggregate shall consist
of futures contracts or exchange-traded options whose principal market
is not a member of ISG or is a market with which the Exchange does not
have a comprehensive surveillance sharing agreement.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Exchange will obtain a representation from the issuer of the
Shares that the NAV per Share will be calculated daily and that the NAV
and the Disclosed Portfolio will be made available to all market
participants at the same time. In addition, a large amount of
information is publicly available regarding the Fund and the Shares,
thereby promoting market transparency. Moreover, the PIV will be widely
disseminated by one or more major market data vendors at least every 15
seconds during the Exchange's Core Trading Session. On each business
day, before commencement of trading in Shares in the Core Trading
Session on the Exchange, the Fund will disclose on its Web site the
Disclosed Portfolio that will form the basis for the Fund's calculation
of NAV at the end of the business day. Information regarding market
price and trading volume of the Shares will be continually available on
a real-time basis throughout the day on brokers' computer screens and
other electronic services, and quotation and last sale information will
be available via the CTA high-speed line. The intra-day, closing and
settlement prices of the portfolio securities and other Fund
investments, including Underlying ETFs, futures and exchange-traded
equities and options, will also be readily available from the national
securities exchanges trading such securities, automated quotation
systems, published or other public sources, and, with respect to OTC
options, swaps and forwards, from third party pricing sources, or on-
line information services such as Bloomberg or Reuters. Price
information regarding investment company securities other than
Underlying ETFs will be available from on-line information services and
from the Web site for the applicable investment company security. The
intra-day, closing and settlement prices of debt securities and money
market instruments will be readily available from published and other
public sources or on-line information services. The Web site for the
Fund will include the prospectus for the Fund and additional data
relating to NAV and other applicable quantitative information.
Moreover, prior to the commencement of trading, the Exchange will
inform its ETP Holders in an Information Bulletin of the special
characteristics and risks associated with trading the Shares. Trading
in Shares of the Fund will be halted if the circuit breaker parameters
in NYSE Arca Equities Rule 7.12 have been reached or because of market
conditions or for reasons that, in the view of the Exchange, make
trading in the Shares inadvisable, and trading in the Shares will be
subject to NYSE Arca Equities Rule 8.600(d)(2)(D), which sets forth
circumstances under which Shares of the Fund may be halted. In
addition, as noted above, investors will have ready access to
information regarding the Fund's holdings, the PIV, 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
an additional type of actively-managed exchange-traded product that
will enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, the Shares will be
subject to the existing trading surveillances, administered by FINRA on
behalf of the Exchange, which are designed to detect violations of
Exchange rules and federal securities laws applicable to trading on the
Exchange. FINRA, on behalf of the Exchange, will communicate as needed
regarding trading in the Shares, equity securities, Underlying ETFs,
and certain futures contracts and exchange-listed options contracts
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, equity securities, Underlying ETFs,
and certain futures contracts and exchange-listed options contracts
from such markets and other entities. In addition, the Exchange may
obtain information regarding trading in the Shares, equity securities,
Underlying ETFs, and certain futures contracts and exchange-listed
options contracts from markets and other entities that are members of
ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement. Not more than 10% of the assets of the
Fund in the aggregate shall consist of non-U.S. equity securities whose
principal market is not a member of ISG or is a market with which the
Exchange does not have a comprehensive surveillance sharing agreement.
Furthermore, not more than 10% of the net assets of the Fund in the
aggregate shall consist of futures contracts or exchange-traded options
whose principal market is not a member of ISG or is a market with which
the Exchange does not have a comprehensive surveillance sharing
agreement. In addition, the Exchange also has a general policy
prohibiting the distribution of material, non-public information by its
employees. In addition, as noted above, investors will have ready
access to information regarding the Fund's holdings, the PIV, the
Disclosed Portfolio, and quotation and last sale information for the
Shares. The Fund's investments will be consistent with its investment
objective and will not be used to provide multiple returns of a
benchmark or to produce leveraged returns. The Fund's investments will
not be used to seek performance that is the multiple or inverse
multiple (i.e., 2Xs and 3Xs) of the Fund's primary broad-based
securities benchmark index (as defined in Form N-1A).

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Act. The Exchange notes that the
proposed rule change will facilitate the listing and trading of an
additional type of actively-managed exchange-traded product that will
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-2014-20 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-2014-20. 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-2014-20 and should
be submitted on or before April 7, 2014.
---------------------------------------------------------------------------

    \37\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\37\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-05752 Filed 3-14-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 88, Number 10 (Tuesday, January 17, 2023)]
[Proposed Rules]
[Pages 2558-2561]
[FR Doc No: 2023-00698]

========================================================================
Proposed Rules
                                                Federal Register
________________________________________________________________________

This section of the FEDERAL REGISTER contains notices to the public of
the proposed issuance of rules and regulations. The purpose of these
notices is to give interested persons an opportunity to participate in
the rule making prior to the adoption of the final rules.

========================================================================

Federal Register / Vol. 88, No. 10 / Tuesday, January 17, 2023 /
Proposed Rules

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 39

[Docket No. FAA-2023-0018; Project Identifier AD-2022-00883-R]
RIN 2120-AA64

Airworthiness Directives; Sikorsky Aircraft Corporation
Helicopters

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of proposed rulemaking (NPRM).

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

SUMMARY: The FAA proposes to supersede Airworthiness Directive (AD)
2022-02-01, which applies to Sikorsky Aircraft Corporation Model S-92A
helicopters with certain part-numbered main rotor stationary swashplate
assemblies (swashplate assemblies) that have accumulated 1,600 or more
total hours time-in-service (TIS) installed. AD 2022-02-01 requires
visually inspecting the swashplate assembly at specified intervals and
depending on the results, removing the swashplate assembly from
service. Since the FAA issued AD 2022-02-01, the FAA determined it was
necessary to expand the applicability and require more detailed
inspections to address the unsafe condition. This proposed AD would
retain the actions of AD 2022-02-01, expand the applicability, add a
detailed recurring visual inspection, and require either eddy current
inspections (ECI) or fluorescent penetrant inspections (FPI). The FAA
is proposing this AD to address the unsafe condition on these products.

DATES: The FAA must receive comments on this proposed AD by March 3,
2023.

ADDRESSES: You may send comments, using the procedures found in 14 CFR
11.43 and 11.45, by any of the following methods:
     Federal eRulemaking Portal: Go to regulations.gov. Follow
the instructions for submitting comments.
     Fax:<PHONE_NUMBER>.
     Mail: U.S. Department of Transportation, Docket
Operations, M-30, West Building Ground Floor, Room W12-140, 1200 New
Jersey Avenue SE, Washington, DC 20590.
     Hand Delivery: Deliver to Mail address above between 9
a.m. and 5 p.m., Monday through Friday, except Federal holidays.
    AD Docket: You may examine the AD docket at regulations.gov by
searching for and locating Docket No. FAA-2023-0018; or in person at
Docket Operations between 9 a.m. and 5 p.m., Monday through Friday,
except Federal holidays. The AD docket contains this NPRM, any comments
received, and other information. The street address for Docket
Operations is listed above.
    Material Incorporated by Reference:
     For Sikorsky service information identified in this NPRM,
contact your local Sikorsky Field Representative or Sikorsky's Service
Engineering Group at Sikorsky Aircraft Corporation, Mailstop K100, 124
Quarry Road, Trumbull, CT 06611; telephone 1-800-946-4337 (1-800-
Winged-S); email [email protected]. Operators may
also log on to the Sikorsky 360 website at sikorsky360.com.
     You may view this service information at the FAA, Office
of the Regional Counsel, Southwest Region, 10101 Hillwood Pkwy., Room
6N-321, Fort Worth, TX 76177. For information on the availability of
this material at the FAA, call<PHONE_NUMBER>.

FOR FURTHER INFORMATION CONTACT: Jared Hyman, Aerospace Engineer,
Boston ACO Branch, Compliance & Airworthiness Division, FAA, 1200
District Avenue, Burlington, Massachusetts 01803; telephone (781) 238-
7799; email: [email protected].

SUPPLEMENTARY INFORMATION:

Comments Invited

    The FAA invites you to send any written relevant data, views, or
arguments about this proposal. Send your comments to an address listed
under ADDRESSES. Include ``Docket No. FAA-2023-0018; Project Identifier
AD-2022-00883-R'' at the beginning of your comments. The most helpful
comments reference a specific portion of the proposal, explain the
reason for any recommended change, and include supporting data. The FAA
will consider all comments received by the closing date and may amend
the proposal because of those comments.
    Except for Confidential Business Information (CBI) as described in
the following paragraph, and other information as described in 14 CFR
11.35, the FAA will post all comments received, without change, to
regulations.gov, including any personal information you provide. The
agency will also post a report summarizing each substantive verbal
contact received about this NPRM.

Confidential Business Information

    CBI is commercial or financial information that is both customarily
and actually treated as private by its owner. Under the Freedom of
Information Act (FOIA) (5 U.S.C. 552), CBI is exempt from public
disclosure. If your comments responsive to this NPRM contain commercial
or financial information that is customarily treated as private, that
you actually treat as private, and that is relevant or responsive to
this NPRM, it is important that you clearly designate the submitted
comments as CBI. Please mark each page of your submission containing
CBI as ``PROPIN.'' The FAA will treat such marked submissions as
confidential under the FOIA, and they will not be placed in the public
docket of this NPRM. Submissions containing CBI should be sent to Jared
Hyman, Aerospace Engineer, Boston ACO Branch, Compliance &
Airworthiness Division, FAA, 1200 District Avenue, Burlington,
Massachusetts 01803; telephone<PHONE_NUMBER>; email: [email protected]. Any commentary that the FAA receives which is not
specifically designated as CBI will be placed in the public docket for
this rulemaking.

Background

    The FAA issued AD 2022-02-01, Amendment 39-21898 (87 FR 2316,
January 14, 2022) (AD 2022-02-01), for Sikorsky Aircraft Corporation
Model S-92A helicopters with a swashplate assembly part number (P/N)
92104-15011-042 or P/N 92104-15011-043 that has accumulated 1,600 or
more total hours TIS, installed. AD 2022-02-01 was prompted by a
notification of an in-service crack in a swashplate assembly inner
ring. The crack, discovered during a routine inspection, extended
between the uniball bore and

near the right-hand trunnion to servo attach bolt hole. This condition,
if not detected and corrected, could result in fretting wear on the
shoulder that supports the clamp-up of the uniball outer race, failure
of the swashplate assembly, and subsequent loss of control of the
helicopter. AD 2022-02-01 requires, within 50 hours TIS and thereafter
at intervals not to exceed 50 hours TIS, visually inspecting the upper
and lower surfaces of the swashplate assembly for a crack, nick, dent,
and scratch. If there is a crack, nick, dent, or scratch that exceeds
allowable limits, AD 2022-02-01 requires removing the swashplate
assembly from service before further flight. The agency issued AD 2022-
02-01 to address the unsafe condition on these products.

Actions Since AD 2022-02-01 Was Issued

    Since the FAA issued AD 2022-02-01, Sikorsky Aircraft Corporation
issued Sikorsky S-92 Helicopter Alert Service Bulletin ASB 92-62-010,
Basic Issue, dated January 26, 2022 (ASB 92-62-010), for Sikorsky
Aircraft Corporation Model S-92A helicopters with serial numbers 920006
and subsequent equipped with swashplate assembly P/N 92104-15011-042 or
P/N 92104-15011-043, delivered as of January 26, 2022 (the issuance
date of ASB 92-62-010). ASB 92-62-010 specifies a visual inspection of
the swashplate assembly for cracks followed by recurring 50-hour
inspections. Depending on the accrued flight time, maximum gross
weight, or suspicion of cracks, ASB 92-62-010 specifies performing
either an FPI or ECI. Prior to the FAA issuing AD 2022-02-01, Sikorsky
Aircraft provided a comment to the NPRM (86 FR 47041, August 23, 2021)
for that AD stating that the 50-hour recurring inspections proposed in
the NPRM were insufficient based on recent fatigue evaluations, which
had introduced a new failure mode. Sikorsky Aircraft further stated
that this new failure mode requires improved detection capability,
which would be introduced in a forthcoming revision to Sikorsky S-92
Helicopter Alert Service Bulletin ASB 92-62-009, Basic Issue, dated
February 6, 2019 (ASB 92-62-009). Sikorsky Aircraft explained that the
planned revision would specify special inspections at 50-hour, 375-
hour, and 1,500-hour intervals to visually detect a potential fatigue
crack at specific regions of the swashplate and would include criteria
for when to accomplish an FPI or ECI. Since providing that comment,
Sikorsky Aircraft has updated its guidance and retained ASB 92-62-009
and issued ASB 92-62-010. The special 375-hour and 1,500-hour
inspections with added specific focus on the swashplate region were
incorporated into the maintenance manual and not into a service
bulletin. Based on continued analysis, the FAA has determined that the
unsafe condition could exist on swashplate assemblies regardless of
accumulated usage and accordingly has expanded the applicability of
this proposed AD. In addition, the FAA has determined it is necessary
to require more detailed inspections to address the new failure mode.

FAA's Determination

    The FAA is issuing this NPRM after determining that the unsafe
condition described previously is likely to exist or develop on other
products of the same type design.

Related Service Information Under 1 CFR Part 51

    The FAA reviewed ASB 92-62-010, which specifies a visual inspection
of the swashplate assembly to determine if there are any cracks and
initiates a 50-hour recurring visual inspection. If cracks are found,
ASB 92-62-010 specifies replacing the swashplate assembly. Dependent on
accrued flight time or suspicion of cracks, an FPI or ECI is performed.
ASB 92-62-010 also specifies returning the swashplate assembly, uniball
bearing, trunnions, and all attachment hardware to Sikorsky for
investigation if cracks are found.
    This proposed AD would also require ASB 92-62-009, which the
Director of the Federal Register approved for incorporation by
reference as of February 18, 2022 (87 FR 2316, January 14, 2022).
    This service information is reasonably available because the
interested parties have access to it through their normal course of
business or by the means identified in ADDRESSES.

Proposed AD Requirements in This NPRM

    This proposed AD would continue to require, for swashplate
assemblies that have accumulated 1,600 or more total hours TIS, certain
recurring visual inspections. This proposed AD would also expand the
visual inspections required by AD 2022-02-01 and revise the
applicability statement of AD 2022-02-01. This proposed AD would
require accomplishing the actions specified in the service information
already described, except as discussed under ``Differences Between this
AD and the Service Information.''

Differences Between This Proposed AD and the Service Information

    The applicability statement in this proposed AD does not identify
airframe serial numbers, whereas the effectivity of ASB 92-62-010 does.
This proposed AD would affect all swashplate assemblies P/N 92104-
15011-042 and P/N 92104-15011-043 regardless of delivery date, whereas
the effectivity of ASB 92-62-010 is for those part-numbered swashplate
assemblies delivered as of January 26, 2022 (the issuance date of ASB
92-62-010). ASB 92-62-009 specifies a one-time visual inspection of the
swashplate assembly; this proposed AD would require recurring visual
inspections of the swashplate assembly to determine if any crack, nick,
dent, or scratch develops over time. This proposed AD does not require
returning parts to or contacting Sikorsky, while ASB 92-62-009 and ASB
92-62-010 specify performing those actions.

Costs of Compliance

    The FAA estimates that this AD, if adopted as proposed, would
affect 89 helicopters of U.S. registry. The FAA estimates the following
costs to comply with this proposed AD. Labor costs are estimated at $85
per work-hour.
    Visually inspecting a swashplate assembly would take about 1.0
work-hour, for an estimated cost of $85 per helicopter and $7,565 for
the U.S. fleet, per inspection cycle.
    Performing an ECI or FPI would take about 8.0 work-hours, for an
estimated cost of $680 per helicopter and $60,520 for the U.S. fleet,
per inspection cycle.
    Replacing the swashplate assembly, if required, would take about 16
work-hours and parts cost about $389,720, for an estimated cost of
$391,080 per helicopter.

Authority for This Rulemaking

    Title 49 of the United States Code specifies the FAA's authority to
issue rules on aviation safety. Subtitle I, Section 106, describes the
authority of the FAA Administrator. Subtitle VII, Aviation Programs,
describes in more detail the scope of the Agency's authority.
    The FAA is issuing this rulemaking under the authority described in
Subtitle VII, Part A, Subpart III, Section 44701, General requirements.
Under that section, Congress charges the FAA with promoting safe flight
of civil aircraft in air commerce by prescribing regulations for
practices, methods, and procedures the Administrator finds necessary
for safety in air commerce. This regulation is within the scope of

that authority because it addresses an unsafe condition that is likely
to exist or develop on products identified in this rulemaking action.

Regulatory Findings

    The FAA determined that this proposed AD would not have federalism
implications under Executive Order 13132. This proposed AD would not
have a substantial direct effect on the States, on the relationship
between the national Government and the States, or on the distribution
of power and responsibilities among the various levels of government.
    For the reasons discussed above, I certify that the proposed
regulation:
    (1) Is not a ``significant regulatory action'' under Executive
Order 12866,
    (2) Would not affect intrastate aviation in Alaska, and
    (3) Would not have a significant economic impact, positive or
negative, on a substantial number of small entities under the criteria
of the Regulatory Flexibility Act.

List of Subjects in 14 CFR Part 39

    Air transportation, Aircraft, Aviation safety, Incorporation by
reference, Safety.

The Proposed Amendment

    Accordingly, under the authority delegated to me by the
Administrator, the FAA proposes to amend 14 CFR part 39 as follows:

PART 39--AIRWORTHINESS DIRECTIVES

0
1. The authority citation for part 39 continues to read as follows:

    Authority: 49 U.S.C. 106(g), 40113, 44701.

Sec.  39.13   [Amended]

0
2. The FAA amends Sec.  39.13 by:
0
a. Removing Airworthiness Directive 2022-02-01, Amendment 39-21898 (87
FR 2316, January 14, 2022); and
0
b. Adding the following new airworthiness directive:

Sikorsky Aircraft Corporation: Docket No. FAA-2023-0018; Project
Identifier AD-2022-00883-R.

(a) Comments Due Date

    The FAA must receive comments on this airworthiness directive
(AD) action by March 3, 2023.

(b) Affected ADs

    This AD replaces AD 2022-02-01, Amendment 39-21898 (87 FR 2316,
January 14, 2022) (AD 2022-02-01).

(c) Applicability

    This AD applies to Sikorsky Aircraft Corporation Model S-92A
helicopters, certificated in any category, with a main rotor
stationary swashplate assembly (swashplate assembly) part number (P/
N) 92104-15011-042 or P/N 92104-15011-043 installed.

(d) Subject

    Joint Aircraft System Component (JASC) Code: 6230, Main Rotor
Mast/Swashplate.

(e) Unsafe Condition

    This AD was prompted by the discovery of a crack on the
swashplate assembly inner ring. The FAA is issuing this AD to detect
cracks that could result in fretting wear on the shoulder that
supports the clamp-up of the uniball outer race. The unsafe
condition, if not addressed, could result in failure of the
swashplate assembly and subsequent loss of control of the
helicopter.

(f) Compliance

    Comply with this AD within the compliance times specified,
unless already done.

(g) Definition

    For the purposes of this AD, a ``suspected crack'' is a nick,
scratch, or crack in the paint or primer that includes observable
metallic base material.

(h) Required Actions

    (1) For helicopters with swashplate assemblies identified in
paragraph (c) of this AD that have accumulated 1,600 or more total
hours time-in-service on the swashplate assembly, within 50 hours
time-in-service (TIS) from February 18, 2022 (the effective date of
AD 2022-02-01), and thereafter at intervals not to exceed 50 hours
TIS, visually inspect the swashplate assembly for a crack, nick,
dent, and scratch, by following the Accomplishment Instructions,
Section 3, paragraph B. (except paragraphs B.(2)(a) through (c)) of
Sikorsky S-92 Helicopter Alert Service Bulletin ASB 92-62-009, Basic
Issue, dated February 6, 2019. If there is a crack, nick, dent, or
scratch that exceeds the allowable limits, before further flight,
remove the swashplate assembly from service.
    (2) For helicopters with swashplate assemblies identified in
paragraph (c) of this AD, within 50 hours TIS after the effective
date of this AD, and thereafter at intervals not to exceed 50 hours
TIS, visually inspect the swashplate assembly for surface
discontinuities and suspected cracks by following the Accomplishment
Instructions, Section 3., paragraphs B.(1) through (3), of Sikorsky
S-92 Helicopter Alert Service Bulletin ASB 92-62-010, Basic Issue,
dated January 26, 2022 (ASB 92-62-010). If there is any surface
discontinuity or suspected crack, before further flight, remove the
trunnion and accomplish an eddy current inspection (ECI) or
fluorescent penetrant inspection (FPI) for a crack by accomplishing
the actions in paragraph (h)(2)(i) or (ii) of this AD, as
applicable.
    (i) Accomplish an ECI by following the Accomplishment
Instructions, Section 3, paragraphs C.(1) through (6), but not
paragraph C.(6)(c)(1)., of ASB 92-62-010.
    (ii) Accomplish an FPI by following the Accomplishment
Instructions, Section 3, paragraphs D.(1) through (5), except
paragraph D.(4), of ASB 92-62-010.
    (3) For helicopters with a swashplate assembly identified in
paragraph (c) of this AD certified for operation at a maximum gross
weight of 26,500 lbs. that have accumulated 8,600 or more total
hours TIS on the swashplate assembly, or certified for operation at
a maximum gross weight of 27,700 lbs. that have accumulated 3,300 or
more total hours TIS on the swashplate assembly, within 50 hours TIS
after the effective date of this AD, and thereafter at intervals not
to exceed 50 hours TIS, with the trunnion installed, accomplish an
ECI or FPI of the uniball lower bore lip, uniball upper bore, and
each trunnion mount bolt hole for a crack by accomplishing the
actions in paragraph (h)(3)(i) or (ii) of this AD, as applicable.
    (i) Accomplish an ECI by following the Accomplishment
Instructions, Section 3, paragraphs C.(2) through (6), but not
paragraph C.(6)(c)1., of ASB 92-62-010.
    (ii) Accomplish an FPI by following the Accomplishment
Instructions, Section 3, paragraphs D.(2), (3), and (5) of ASB 92-
62-010.
    (4) If there is a crack as a result of any of the inspections
required by paragraph (h)(2) or (3) of this AD, before further
flight, remove the swashplate assembly from service.

(i) Alternative Methods of Compliance (AMOCs)

    (1) The Manager, Boston ACO, Compliance & Airworthiness
Division, FAA, has the authority to approve AMOCs for this AD, if
requested using the procedures found in 14 CFR 39.19. In accordance
with 14 CFR 39.19, send your request to your principal inspector or
local Flight Standards District Office, as appropriate. If sending
information directly to the manager of the certification office,
send it to the attention of the person identified in paragraph (j)
of this AD.
    (2) Before using any approved AMOC, notify your appropriate
principal inspector, or lacking a principal inspector, the manager
of the local flight standards district office/certificate holding
district office.

(j) Related Information

    For more information about this AD, contact Jared Hyman,
Aerospace Engineer, Boston ACO Branch, Compliance & Airworthiness
Division, FAA, 1200 District Avenue, Burlington, Massachusetts
01803; telephone<PHONE_NUMBER>; email: [email protected].

(k) Material Incorporated by Reference

    (1) The Director of the Federal Register approved the
incorporation by reference (IBR) of the service information listed
in this paragraph under 5 U.S.C. 552(a) and 1 CFR part 51.
    (2) You must use this service information as applicable to do
the actions required by this AD, unless the AD specifies otherwise.
    (3) The following service information was approved for IBR on
[DATE 35 DAYS AFTER PUBLICATION OF THE FINAL RULE].
    (i) Sikorsky S-92 Helicopter Alert Service Bulletin ASB 92-62-
010, Basic Issue, dated January 26, 2022.
    (ii) [Reserved]

    (4) The following service information was approved for IBR on
February 18, 2022 (87 FR 2316, January 14, 2022).
    (i) Sikorsky S-92 Helicopter Alert Service Bulletin ASB 92-62-
009, Basic Issue, dated February 6, 2019.
    (ii) [Reserved]
    (5) For Sikorsky Aircraft Corporation service information
identified in this AD, contact your local Sikorsky Field
Representative or Sikorsky's Service Engineering Group at Sikorsky
Aircraft Corporation, Mailstop K100, 124 Quarry Road, Trumbull, CT
06611; telephone 1-800-946-4337 (1-800-Winged-S); email
[email protected]. Operators may also log on to
the Sikorsky 360 website at sikorsky360.com.
    (6) You may view this service information at the FAA, Office of
the Regional Counsel, Southwest Region, 10101 Hillwood Pkwy., Room
6N-321, Fort Worth, TX 76177. For information on the availability of
this material at the FAA, call<PHONE_NUMBER>.
    (7) You may view this service information that is incorporated
by reference at the National Archives and Records Administration
(NARA). For information on the availability of this material at
NARA, email: [email protected], or go to: www.archives.gov/federal-register/cfr/ibr-locations.html.

    Issued on January 10, 2023.
Christina Underwood,
Acting Director, Compliance & Airworthiness Division, Aircraft
Certification Service.
[FR Doc. 2023-00698 Filed 1-13-23; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 78, Number 135 (Monday, July 15, 2013)]
[Notices]
[Pages 42101-42102]
[FR Doc No: 2013-16802]

=======================================================================
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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

[Docket No. USCG-2013-0516]

Boston Area Maritime Security Advisory Committee; Vacancies

AGENCY: Coast Guard, DHS.

ACTION: Solicitation for Membership.

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

SUMMARY: This notice requests individuals interested in serving on the
Boston Area Maritime Security Committee to submit their applications
for membership, to the Captain of the Port, Boston, MA.

DATES: Requests for membership should reach the U.S. Coast Guard
Captain of the Port Boston on or before August 14, 2013.

ADDRESSES: Applications for membership should be submitted to the
Captain of the Port Boston at the following address: Commander (sx),
USCG Sector Boston, 427 Commercial Street, Boston, MA 02109 or by email
to<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT: For questions about submitting an
application or about the Boston Area Maritime Security Advisory
Committe in general, contact Mr. Phillip C. Smith at<PHONE_NUMBER> or by
email to<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

Authority

    Section 102 of the Maritime Transportation Security Act (MTSA) of
2002 (Pub. L. 107-295) added section 70112 to Title 46 of the U.S.
Code, and authorized the Secretary of the Department in which the Coast
Guard is operating to establish Area Maritime Security Advisory
Committees (AMSCs) for any port area of the United States. (See 33
U.S.C. 1226; 46 U.S.C.; 33 CFR 1.05-1, 6.01; Department of Homeland
Security Delegation No. 0170.1). MTSA includes a provision exempting
these AMSCs from the Federal Advisory Committee Act, Public Law 92-436,
86 Stat. 470 (5 U.S.C. App. 2).

Boston AMSC Purpose

    The AMSCs shall assist the Captain of the Port in the development,
review, update, and exercising of the Area Maritime Security Plan for
their area of responsibility. Such matters may include, but are not
limited to: Identifying critical port infrastructure and operations;
Identifying risks (threats, vulnerabilities, and consequences);
Determining mitigation strategies and implementation methods;

Developing strategies to facilitate the recovery of the MTS after a
Transportation Security Incident; Developing and describing the process
to continually evaluate overall port security by considering
consequences and vulnerabilities, how they may change over time, and
what additional mitigation strategies can be applied; and Providing
advice to, and assisting the Captain of the Port in developing and
maintaining the AMS Plan.

AMSC Composition

    The composition of an AMSC, to include the Boston AMSC and its
subcommittees, is controlled by 33 CFR 103.305. Accordingly, members
may be selected from the Federal, Territorial, or Tribal government;
the State government and political subdivisions of the State; local
public safety, crisis management, and emergency response agencies; law
enforcement and security organizations; maritime industry, including
labor; other port stakeholders having a special competence in maritime
security; and port stakeholders affected by security practices and
policies. Also, members of the Boston AMSC must have at least 5 years
of experience related to maritime or port security operations.

AMSC Membership

    The Boston AMSC has 29 members who represent Federal, State, local,
and industry stakeholders from Massachusetts. We are seeking to fill 7
positions with this solicitation.
    Applicants may be required to pass an appropriate security
background check prior to appointment to the committee. Members' terms
of office will be for 5 years; however, a member is eligible to serve
additional terms of office. Members will not receive any salary or
other compensation for their service on an AMSC.

Request for Applications

    Those seeking membership are not required to submit formal
applications to the local Captain of the Port, however, because we do
have an obligation to ensure that a specific number of members have the
prerequisite maritime security experience, we encourage the submission
of resumes highlighting experience in the maritime and security
industries.
    In support of the USCG policy on gender and ethnic
nondiscrimination, we encourage qualified women and men of all racial
and ethnic groups to apply.

    Dated: June 21, 2013.
J.C. O'Connor III,
Captain, U.S. Coast Guard, Federal Maritime Security Coordinator
Boston.
[FR Doc. 2013-16802 Filed 7-12-13; 8:45 am]
BILLING CODE 9110-04-P