[Federal Register Volume 77, Number 241 (Friday, December 14, 2012)]
[Notices]
[Pages 74540-74543]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-30165]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68390; File No. SR-BATS-2012-042]


Self-Regulatory Organizations; BATS Exchange, Inc.; Order 
Granting Approval of Proposed Rule Change To List and Trade Shares of 
the iShares Sovereign Screened Global Bond Fund

December 10, 2012.

I. Introduction

    On October 12, 2012, BATS Exchange, Inc. (``Exchange'' or ``BATS'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to list and trade shares (``Shares'') of the 
iShares Sovereign Screened Global Bond Fund (``Fund'') under BATS Rule 
14.11(i). The proposed rule change was published for comment in the 
Federal Register on October 30, 2012.\3\ The Commission received no 
comments on the proposed rule change. This order grants approval of the 
proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 68094 (October 24, 
2012), 77 FR 65740 (``Notice'').
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II. Description of the Proposed Rule Change

    The Exchange proposes to list and trade Shares of the Fund pursuant 
to BATS Rule 14.11(i), which governs the listing and trading of Managed 
Fund Shares on the Exchange. The Shares will be offered by iShares 
Sovereign Screened Global Bond Fund, Inc. (``Company''),\4\ a Maryland 
corporation that is registered with the Commission as an open-end 
investment company. BlackRock Fund Advisors is the investment adviser 
(``BFA'' or ``Adviser'') to the Fund. BlackRock International Limited 
serves as sub-adviser for the Fund (``Sub-Adviser'').\5\

[[Page 74541]]

State Street Bank and Trust Company is the administrator, custodian, 
and transfer agent for the Company, and BlackRock Investments, LLC is 
the distributor for the Company. The Exchange states that the Adviser 
and the Sub-Adviser are both affiliated with multiple broker-dealers 
and have both implemented fire walls with respect to such broker-dealer 
affiliates regarding access to information concerning the composition 
and/or changes to the Fund's portfolio.\6\
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    \4\ See Registration Statement on Form N-1A for the Company, 
dated March 5, 2012 (File Nos. 333-179905 and 811-22674) 
(``Registration Statement''). The Commission has issued an order 
granting certain exemptive relief (``Exemptive Order'') to the 
Company under the Investment Company Act of 1940. See Investment 
Company Act Release No. 29571 (January 24, 2011) (File No. 812-
13601).
    \5\ The Adviser manages the Fund's investments and its business 
operations subject to the oversight of the Board of Directors of the 
Company (``Board''). While BFA is ultimately responsible for the 
management of the Fund, it is able to draw upon the trading, 
research, and expertise of its asset management affiliates for 
portfolio decisions and management with respect to portfolio 
securities. Portfolio managers employed by the Adviser are generally 
responsible for day-to-day management of the Fund and, as such, 
typically make all decisions with respect to portfolio holdings. The 
Adviser also has ongoing oversight responsibility. The Sub-Adviser, 
subject to the supervision and oversight of the Board and BFA, will 
be primarily responsible for execution of securities transactions 
outside the United States and Canada and may, from time to time, 
participate in the management of specified assets in the Fund's 
portfolio. The Sub-Adviser may be responsible for the day-to-day 
management of the Fund.
    \6\ See BATS Rule 11.14(i)(7). In the event (a) the Adviser or 
Sub-Adviser becomes newly affiliated with a broker-dealer, or (b) 
any new adviser or sub-adviser becomes affiliated with a broker-
dealer, they will implement a fire wall with respect to such broker-
dealer regarding access to information concerning the composition 
and/or changes to the portfolio, and will be subject to procedures 
designed to prevent the use and dissemination of material, non-
public information regarding such portfolio.
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iShares Sovereign Screened Global Bond Fund

    The Fund will seek to generate current income while striving to 
mitigate downside risk by investing principally in global sovereign 
debt obligations. To achieve its objective, the Fund will invest, under 
normal circumstances,\7\ at least 80% of its net assets in sovereign 
government bonds from both developed and emerging market countries. In 
the absence of normal circumstances, the Fund may temporarily depart 
from its normal investment process, provided that such departure is, in 
the opinion of the portfolio management team of the Fund, consistent 
with the Fund's investment objective and in the best interest of the 
Fund. For example, the Fund may hold a higher than normal proportion of 
its assets in cash in response to adverse market, economic, or 
political conditions.
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    \7\ The term ``under normal circumstances'' includes, but is not 
limited to, the absence of adverse market, economic, political, or 
other conditions, including extreme volatility or trading halts in 
the fixed income 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.
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    The Fund will hold sovereign debt obligations of at least 13 non-
affiliated issuers. 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. The Fund will not invest 
in equity securities.
    The Fund intends to qualify each year as a regulated investment 
company under Subchapter M of the Internal Revenue Code of 1986, as 
amended.\8\
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    \8\ 26 U.S.C. 851.
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Sovereign Debt

    The Fund intends to achieve its investment objective by investing, 
under normal circumstances, at least 80% of its net assets in bonds 
denominated in local currencies and the U.S. dollar, issued by 
governments in both developed and emerging market countries.
    The Fund intends to maintain specific exposure to global government 
bonds with targeted investment characteristics. The Adviser will 
utilize a model-based proprietary investment process to assemble the 
investment portfolio from a defined group of developed and emerging 
market countries across all credit rating categories, including below 
investment grade. The investment process primarily will utilize the 
universe of sovereign debt issuers included in the BlackRock Sovereign 
Risk Index, a proprietary model that scores countries using a 
comprehensive list of relevant fiscal, financial, and institutional 
metrics to assess sovereign credit risk. These country scores, along 
with other model-driven factors, will be used to construct the Fund's 
investment portfolio by screening out lower scoring countries and 
weighting the remaining sovereigns based on their scores. According to 
the Exchange, as of July 31, 2012, there were 48 countries in the 
universe of eligible countries, any of which may or may not be held by 
the Fund.\9\ This proprietary investment process is intended to provide 
an increased exposure to sovereign debt securities issued by countries 
with higher credit quality, as defined by the model, than would a fund 
that seeks to replicate the performance of a broad global government 
bond index that is weighted more heavily towards countries based on 
their amount of debt outstanding. According to the Exchange, as of July 
31, 2012, the following countries were included in the universe of 
eligible countries: Argentina, Australia, Austria, Belgium, Brazil, 
Canada, Chile, China, Colombia, Croatia, the Czech Republic, Denmark, 
Egypt, Finland, France, Germany, Greece, Hungary, India, Indonesia, 
Ireland, Israel, Italy, Japan, Malaysia, Mexico, the Netherlands, New 
Zealand, Norway, Peru, the Philippines, Poland, Portugal, Russia, 
Singapore, Slovakia, Slovenia, South Africa, South Korea, Spain, 
Sweden, Switzerland, Taiwan, Thailand, Turkey, the United Kingdom, the 
United States, and Venezuela.\10\ Countries may be added to, eliminated 
from, or replaced in the universe of eligible countries at any time, 
and the model may score countries differently over time, which means 
that countries may be added to, deleted from, or re-weighted within the 
model.
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    \9\ Countries must have at least $5 billion of outstanding debt 
principal amounts at the beginning of the calendar year in order to 
be included in the eligible universe.
    \10\ According to the Exchange, each country's approximate value 
of outstanding debt principal amounts as of July 31, 2012, is as 
follows (in billions): Argentina $160; Australia $246; Austria $248; 
Belgium $421; Brazil $498; Canada $865; Chile $58; China $1,216; 
Colombia $76; Croatia $22; the Czech Republic $79; Denmark $133; 
Egypt $116; Finland $106; France $1,696; Germany $1,347; Greece 
$169; Hungary $86; India $593; Indonesia $112; Ireland $109; Israel 
$151; Italy $2,007; Japan $11,554; Malaysia $142; Mexico $379; the 
Netherlands $384; New Zealand $58; Norway $64; Peru $27; the 
Philippines $98; Poland $221; Portugal $143; Russia $140; Singapore 
$136; Slovakia $40; Slovenia $18; South Africa $138; South Korea 
$380; Spain $844; Sweden $143; Switzerland $98; Taiwan $162; 
Thailand $104; Turkey $265; the United Kingdom $1,878; the United 
States $10,743; and Venezuela $72.
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    The universe of sovereign debt currently includes securities that 
are rated ``investment grade'' as well as ``below investment grade.'' 
\11\ The Fund will not invest in distressed debt. The Fund expects 
that, under normal circumstances, the securities included in the Fund 
will be primarily investment grade. According to the Exchange, as of 
July 31, 2012, 97% of the securities in the BlackRock Sovereign Risk 
Index were rated investment grade.
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    \11\ When constructing the model, the distribution of ratings 
across issues in each country will be considered in order to ensure 
that no single issue is over weighted and that the model is 
diversified. The ratings-based caps will be imposed on a per country 
basis, and will be generally as follows: AAA/AA=5%; A=4%; BBB=3%; 
Junk=2% (ratings are averaged across Moody's and S&P).
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    The Fund's investments will be consistent with the Fund's 
investment objective and will not be used to enhance leverage. Under 
normal circumstances, the effective duration of

[[Page 74542]]

the Fund's portfolio is expected to be 5-7 years, as calculated by the 
Adviser.

Other Portfolio Holdings

    While the Fund will invest at least 80% of its net assets in bonds 
denominated in local currencies and the U.S. dollar issued by 
governments in both developed and emerging market countries, the 
Adviser expects that, under normal market circumstances, the Fund 
intends to invest its remaining assets in money market securities (as 
described below) in a manner consistent with its investment objective 
in order to help manage cash flows in and out of the Fund, such as in 
connection with payment of dividends or expenses, and to satisfy margin 
requirements, to provide collateral, or to otherwise back investments 
in derivative instruments. For these purposes, money market securities 
include: Short-term, high-quality obligations issued or guaranteed by 
the U.S. Treasury or the agencies or instrumentalities of the U.S. 
government; short-term, high-quality securities issued or guaranteed by 
non-U.S. governments, agencies, and instrumentalities; repurchase 
agreements backed by U.S. government securities; money market mutual 
funds; and deposits and other obligations of U.S. and non-U.S. banks 
and financial institutions. All money market securities acquired by the 
Fund will be rated investment grade. The Fund does not intend to invest 
in any unrated money market securities. However, it may do so, to a 
limited extent, such as where a rated money market security becomes 
unrated, if such money market security is determined by the Adviser or 
the Sub-Adviser to be of comparable quality.
    Additionally, the Fund may hold up to an aggregate amount of 15% of 
its net assets in illiquid securities (calculated at the time of 
investment), including Rule 144A securities. 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 securities. Illiquid securities 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.
    Pursuant to the Exemptive Order, the Fund will not invest in swap 
agreements, futures contracts, or option contracts. The Fund may invest 
in currency forwards for hedging against foreign currency exchange rate 
risk and/or trade settlement purposes.
    Additional information regarding the Shares and the Fund, including 
investment strategies, risks, creation and redemption procedures, fees 
and expenses, portfolio holdings disclosure policies, distributions, 
taxes, and reports to be distributed to beneficial owners of the Shares 
can be found in the Notice,\12\ the Registration Statement,\13\ or on 
the Web site for the Fund (www.iShares.com), as applicable.
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    \12\ See supra note 3.
    \13\ See supra note 4.
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III. Discussion and Commission's Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of Section 6 of the Act \14\ 
and the rules and regulations thereunder applicable to a national 
securities exchange.\15\ In particular, the Commission finds that the 
proposed rule change is consistent with Section 6(b)(5) of the Act,\16\ 
which requires, among other things, that the Exchange's rules be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest. The Commission notes that 
the Fund and the Shares must comply with the requirements of BATS Rule 
14.11(i) to be listed and traded on the Exchange.
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    \14\ 15 U.S.C. 78f.
    \15\ In approving this proposed rule change, the Commission 
notes that it has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
    \16\ 15 U.S.C. 78f(b)(5).
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    The Commission finds that the proposal to list and trade the Shares 
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the 
Act,\17\ which sets forth Congress's finding that it is in the public 
interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations for, and transactions in, securities. Quotation and last-
sale information for the Shares will be available on the facilities of 
the Consolidated Tape Association (``CTA''). In addition, the Intraday 
Indicative Value, as defined in BATS Rule 14.11(i)(3)(C), will be 
updated and widely disseminated by one or more major market data 
vendors at least every 15 seconds during the Exchange's Regular Trading 
Hours.\18\ On each business day, before commencement of trading in 
Shares during Regular Trading Hours on the Exchange, the Fund will 
disclose on its Web site the Disclosed Portfolio, as defined in BATS 
Rule 14.11(i)(3)(B), held by the Fund that will form the basis for the 
Fund's calculation of NAV at the end of the business day.\19\ The NAV 
of the Fund's Shares generally will be calculated once daily Monday 
through Friday as of the close of regular trading on the New York Stock 
Exchange (generally 4:00 p.m. Eastern Time). 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. 
Intraday, executable price quotations on sovereign bonds and other 
assets are available from major broker-dealer firms. Such intraday 
information is also available through subscription services, such as 
Bloomberg, Thomson Reuters, and International Data Corporation. The 
Fund's Web site will include a form of the prospectus for the Fund and 
additional data relating to NAV and other applicable quantitative 
information.
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    \17\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \18\ According to the Exchange, several major market data 
vendors display and/or make widely available Intraday Indicative 
Values published via the CTA or other data feeds. The Exchange notes 
that the quotations of certain of the Fund's holdings may not be 
updated during U.S. trading hours if such holdings do not trade in 
the United States or if updated prices cannot be ascertained. 
Further, there may be periods of time during Regular Trading Hours 
during which the Intraday Indicative Value would be static to the 
extent securities that comprise the Fund's holdings are not actively 
trading.
    \19\ The Disclosed Portfolio will include, as applicable, the 
names, quantity, percentage weighting, and market value of fixed 
income securities and other assets held by the Fund and the 
characteristics of such assets. The Web site and information will be 
publicly available at no charge.
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    The Commission further believes that the proposal to list and trade 
the Shares is reasonably designed to promote fair disclosure of 
information that may be necessary to price the Shares appropriately and 
to prevent trading when a reasonable degree of transparency cannot be 
assured. The Commission notes that the Exchange will obtain a 
representation from the issuer of the Shares that the NAV per Share 
will be calculated daily and that

[[Page 74543]]

the NAV and the Disclosed Portfolio will be made available to all 
market participants at the same time.\20\ In addition, trading in the 
Shares will be subject to BATS Rule 14.11(i)(4)(B)(iv), which sets 
forth circumstances under which Shares of the Fund may be halted. The 
Exchange may halt trading in the Shares if trading is not occurring in 
the securities and/or the financial instruments comprising the 
Disclosed Portfolio of the Fund, or if other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present.\21\ Further, the Commission notes that the 
Reporting Authority that provides the Disclosed Portfolio must 
implement and maintain, or be subject to, procedures designed to 
prevent the use and dissemination of material, non-public information 
regarding the actual components of the portfolio.\22\ The Exchange may 
obtain information via the Intermarket Surveillance Group (``ISG'') 
from other exchanges that are members or affiliates of ISG or with 
which the Exchange has entered into a comprehensive surveillance 
sharing agreement. The Exchange prohibits the distribution of material, 
non-public information by its employees. The Exchange also states that 
the Adviser and the Sub-Adviser are both affiliated with multiple 
broker-dealers and have both implemented fire walls with respect to 
such broker-dealer affiliates regarding access to information 
concerning the composition and/or changes to the Fund's portfolio.\23\
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    \20\ See BATS Rule 14.11(i)(4)(A)(ii).
    \21\ See BATS Rule 14.11(i)(4)(B)(iii) (providing additional 
considerations for the suspension of trading in or removal from 
listing of Managed Fund Shares on the Exchange). With respect to 
trading halts, the Exchange may consider other relevant factors in 
exercising its discretion to halt or suspend trading in the Shares 
of the Fund. Trading in Shares of the Fund will be halted if the 
circuit breaker parameters in BATS Rule 11.18 have been reached. 
Trading also may be halted because of market conditions or for 
reasons that, in the view of the Exchange, make trading in the 
Shares inadvisable.
    \22\ See BATS Rule 14.11(i)(4)(B)(ii)(b).
    \23\ See supra note 6. The Commission notes that an investment 
adviser to an open-end fund is required to be registered under the 
Investment Advisers Act of 1940 (``Advisers Act''). As a result, the 
Adviser and the Sub-Adviser and their related personnel are subject 
to the provisions of Rule 204A-1 under the Advisers Act relating to 
codes of ethics. This Rule requires investment advisers to adopt a 
code of ethics that reflects the fiduciary nature of the 
relationship to clients as well as compliance with other applicable 
securities laws. Accordingly, procedures designed to prevent the 
communication and misuse of non-public information by an investment 
adviser must be consistent with Rule 204A-1 under the Advisers Act. 
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful 
for an investment adviser to provide investment advice to clients 
unless such investment adviser has (i) adopted and implemented 
written policies and procedures reasonably designed to prevent 
violation, by the investment adviser and its supervised persons, of 
the Advisers Act and the Commission rules adopted thereunder; (ii) 
implemented, at a minimum, an annual review regarding the adequacy 
of the policies and procedures established pursuant to subparagraph 
(i) above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
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    The Exchange represents that the Shares are deemed to be equity 
securities, thus rendering trading in the Shares subject to the 
Exchange's existing rules governing the trading of equity securities. 
In support of this proposal, the Exchange has made representations, 
including:
    (1) The Shares will be subject to BATS Rule 14.11(i), which sets 
forth the initial and continued listing criteria applicable to Managed 
Fund Shares.
    (2) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (3) The Exchange's surveillance procedures applicable to derivative 
products, which include Managed Fund Shares, are adequate to properly 
monitor Exchange trading of the Shares in all trading sessions and to 
deter and detect violations of Exchange rules and applicable federal 
securities laws.
    (4) Prior to the commencement of trading, the Exchange will inform 
its members in an Information Circular of the special characteristics 
and risks associated with trading the Shares. Specifically, the 
Information Circular will discuss the following: (a) The procedures for 
purchases and redemptions of Shares in Creation Units (and that Shares 
are not individually redeemable); (b) BATS Rule 3.7, which imposes 
suitability obligations on Exchange members with respect to 
recommending transactions in the Shares to customers; (c) how 
information regarding the Intraday Indicative Value is disseminated; 
(d) the risks involved in trading the Shares during the Pre-Opening and 
After Hours Trading Sessions when an updated Intraday Indicative Value 
will not be calculated or publicly disseminated; (e) a reminder that 
there may be periods of time during Regular Trading Hours during which 
the Intraday Indicative Value would be static to the extent securities 
that comprise the Fund's holdings are not actively trading; (f) the 
requirement that members deliver a prospectus to investors purchasing 
newly issued Shares prior to or concurrently with the confirmation of a 
transaction; and (g) trading information.
    (5) For initial and/or continued listing, the Fund must be in 
compliance with Rule 10A-3 under the Exchange Act.\24\
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    \24\ 17 CFR 240.10A-3.
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    (6) Consistent with the Exemptive Order, the Fund will not invest 
in options, swaps, or futures. The Fund's investments will be 
consistent with its investment objective and will not be used to 
enhance leverage. The Fund will not invest in equity securities.
    (7) Countries must have at least $5 billion of outstanding debt 
principal amounts at the beginning of the calendar year in order to be 
included as an eligible investment.
    (8) The Fund expects that, under normal circumstances, the 
securities included in the Fund will be primarily investment grade. In 
addition, the Fund will not invest in distressed debt.
    (9) The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid securities (calculated at the time of investment), 
including Rule 144A securities.
    (10) A minimum of 100,000 Shares of the Fund will be outstanding at 
the commencement of trading on the Exchange.

This approval order is based on all of the Exchange's representations 
and description of the Fund, including those set forth above and in the 
Notice.
    For the foregoing reasons, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act \25\ and the 
rules and regulations thereunder applicable to a national securities 
exchange.
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    \25\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\26\ that the proposed rule change (SR-BATS-2012-042) be, and it 
hereby is, approved.
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    \26\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-30165 Filed 12-13-12; 8:45 am]
BILLING CODE 8011-01-P