[Federal Register Volume 79, Number 10 (Wednesday, January 15, 2014)]
[Notices]
[Pages 2725-2732]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-00579]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71269; File No. SR-NYSEArca-2013-135]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To List and Trade Shares of db-X Ultra-Short 
Duration Fund and db-X Managed Municipal Bond Fund Under NYSE Arca 
Equities Rule 8.600

January 9, 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 December 27, 2013, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to proposes to [sic] list and trade shares of 
the following under NYSE Arca Equities Rule 8.600 (``Managed Fund 
Shares''): db-X Ultra-Short Duration Fund and db-X Managed Municipal 
Bond Fund. 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.

[[Page 2726]]

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
following under NYSE Arca Equities Rule 8.600, which governs the 
listing and trading of Managed Fund Shares \4\ on the Exchange \5\: db-
X Ultra-Short Duration Fund and db-X Managed Municipal Bond Fund (each 
a ``Fund'' and, collectively, the ``Funds''). The Funds will be 
actively-managed exchange-traded funds (``ETFs''). Each Fund is a 
series of the DBX ETF Trust (``Trust''), a statutory trust organized 
under the laws of the State of Delaware and registered with the 
Commission as an open-end management investment company.\6\ The Funds 
will be managed by DBX Advisors LLC (the ``Adviser''). Deutsche 
Investment Management Americas Inc. will be the investment sub-adviser 
for the Funds (the ``Sub-Adviser''). ALPS Distributors, Inc. will be 
the Funds' distributor (``Distributor''). The Bank of New York Mellon 
will be the administrator, custodian and fund accounting and transfer 
agent for each Fund.
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    \4\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies. In contrast, 
an open-end investment company that issues Investment Company Units, 
listed and traded on the Exchange under NYSE Arca Equities Rule 
5.2(j)(3), seeks to provide investment results that correspond 
generally to the price and yield performance of a specific foreign 
or domestic stock index, fixed income securities index or 
combination thereof.
    \5\ The Commission has previously approved listing and trading 
on the Exchange of 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); 66321 (February 3, 2012), 77 FR 6850 (February 9, 
2012) (SR-NYSEArca-2011-95) (order approving listing and trading of 
PIMCO Total Return Exchange Traded Fund); 66670 (March 28, 2012), 77 
FR 20087 (April 3, 2012) (SR-NYSEArca-2012-09) (order approving 
listing and trading of PIMCO Global Advantage Inflation-Linked Bond 
Strategy Fund).
    \6\ The Trust is registered under the 1940 Act. On December 19, 
2012, the Trust filed with the Commission an amendment to its 
registration statement on Form N-1A under the Securities Act of 1933 
(15 U.S.C. 77a) (``Securities Act'') and the 1940 Act relating to 
the Fund [sic] (File Nos. 333-170122 and 811-22487) (the 
``Registration Statement''). The description of the operation of the 
Trust and the Funds herein is based, in part, on the Registration 
Statement. As of the date of this filing, the Trust has also filed 
an Amended and Restated 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. 812-14004), dated October 29, 
2013 (``Exemptive Application''). See Investment Company Act Release 
No. 30770 (October 29, 2013), 78 FR 66086 (November 4, 2013). The 
Shares will not be listed on the Exchange until an order 
(``Exemptive Order'') under the 1940 Act has been issued by the 
Commission with respect to the Exemptive Application. Investments 
made by the Funds will comply with the conditions set forth in the 
Exemptive Order.
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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 and/or 
changes to such investment company portfolio.\7\ In addition, 
Commentary .06 further requires that personnel who make decisions on 
the open-end fund's portfolio composition must be subject to procedures 
designed to prevent the use and dissemination of material nonpublic 
information regarding the open-end fund's portfolio. The Adviser and 
Sub-Adviser are not broker-dealers, but both the Adviser and Sub-
Adviser are affiliated with a broker-dealer, and each has implemented 
and will maintain a fire wall with respect to such broker-dealer 
affiliate regarding access to information concerning the composition 
and/or changes to the respective Fund's portfolio. In the event (a) the 
Adviser or Sub-Adviser becomes a registered broker-dealer or newly 
affiliated with a broker-dealer, or (b) any new adviser or sub-adviser 
is a registered broker-dealer or becomes affiliated with a broker-
dealer, it will implement a fire wall with respect to its relevant 
personnel or its 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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    \7\ 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, 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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db-X Ultra-Short Duration Fund--Principal Investments
    According to the Registration Statement, the investment objective 
of the db-X Ultra-Short Duration Fund will be to seek to provide 
current income consistent with total return.
    Under normal market conditions,\8\ the Fund will seek to achieve 
its investment objective by investing at least 65% of its net assets in 
debt securities, as described below. According to the Registration 
Statement, debt securities will include (1) debt securities of U.S. and 
foreign government agencies and instrumentalities, and U.S. Government 
obligations (including U.S. agency mortgage pass-through securities, as 
described below); (2) U.S. and foreign corporate debt securities, 
mortgage-backed and asset backed securities, adjustable rate loans that 
have a senior right to payment (``senior loans''), money market 
instruments, and fixed and other floating-rate debt securities; and (3) 
taxable municipal and tax-exempt municipal bonds.\9\ Under normal 
market conditions, the Fund currently does not intend to hold more than 
10% of its total assets in non-U.S. dollar denominated debt securities.
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    \8\ The term ``under normal market conditions'' includes, but is 
not limited to, the absence of extreme volatility or trading halts 
in the 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.
    \9\ The Fund normally will target an average portfolio duration 
(a measure of sensitivity to interest rate changes) of no longer 
than one year.
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    The Fund may invest in investment-grade (rated BBB- or higher by 
Standard & Poor's Ratings Services, Inc. (``S&P'') and Fitch, Inc. 
(``Fitch'') or Baa3 or higher by Moody's Investors Service, Inc. 
(``Moody's'') or, if unrated, determined by the Fund's Adviser and/or 
Sub-Adviser to be of comparable quality \10\) and non-investment grade

[[Page 2727]]

(rated BB+ or lower by S&P and Fitch or Ba1 or lower by Moody's or, if 
unrated, determined by the Fund's Adviser and/or Sub-Adviser to be of 
comparable quality) debt securities of U.S. and foreign issuers, 
including issuers located in countries with new or emerging securities 
markets.\11\ The Fund's investments in non-investment grade debt 
securities, including non-investment grade senior loans and other non-
investment grade floating-rate debt securities, will be limited to 50% 
of its total assets.
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    \10\ In determining whether a security is of ``comparable 
quality,'' the Adviser or Sub-Adviser will consider, for example, 
whether the issuer of the security has issued other rated 
securities; whether the obligations under the security are 
guaranteed by another entity and the rating of such guarantor (if 
any); whether and (if applicable) how the security is 
collateralized; other forms of credit enhancement (if any); the 
security's maturity date; liquidity features (if any); relevant cash 
flow(s); valuation features; other structural analysis; 
macroeconomic analysis; and sector or industry analysis.
    \11\ Generally, with respect to at least 75% of the Fund's 
portfolio, a corporate bond of a developed market issuer must have 
$100 million or more par amount outstanding to be considered as an 
eligible investment and a corporate bond of an emerging market 
issuer must have $200 million or more par amount outstanding to be 
considered as an eligible investment.
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    The senior loans in which the Fund will invest generally will be 
loans rated by a Nationally Recognized Statistical Rating Organization 
(``NRSRO'') registered with the Commission. However, the Fund also may 
invest in senior loans that (i) may not be rated by a NRSRO, or listed 
on any national exchange; or (ii) are not secured by collateral.
    The Fund may invest in mortgage-backed and asset-backed securities. 
Mortgage-backed securities are mortgage-related securities issued or 
guaranteed by the U.S. Government, its agencies and instrumentalities, 
or issued by non-government entities. Mortgage-related securities 
represent pools of mortgage loans assembled for sale to investors by 
various government agencies such as Government National Mortgage 
Association (``GNMA'') and government-related organizations such as 
Federal National Mortgage Association (``FNMA'') and Federal Home Loan 
Mortgage Corporation (``FHLMC''), as well as by non-government issuers 
such as commercial banks, savings and loan institutions, mortgage 
bankers and private mortgage insurance companies. Other asset-backed 
securities are structured like mortgage-backed securities, but instead 
of mortgage loans or interests in mortgage loans, the underlying assets 
may include items such as motor vehicle installment sales or 
installment loan contracts, leases of various types of real and 
personal property, and receivables from credit card agreements and from 
sales of personal property. Asset-backed securities typically have no 
U.S. Government backing. The Fund will limit investments in mortgage-
backed and asset-backed securities issued or guaranteed by non-
government entities to 15% of the Fund's net assets.
    The Fund may invest a portion of its assets in U.S. agency mortgage 
pass-through securities. The term ``U.S. agency mortgage pass-through 
security'' refers to a category of pass-through securities backed by 
pools of mortgages and issued by one of several U.S. government-
sponsored enterprises: GNMA, FNMA, or FHLMC.
    The Fund may invest a portion of its assets in various types of 
U.S. Government obligations. U.S. Government obligations are a type of 
bond. U.S. Government obligations include securities issued or 
guaranteed as to principal and interest by the U.S. Government, its 
agencies or instrumentalities.\12\ Payment of principal and interest on 
U.S. Government obligations (i) may be backed by the full faith and 
credit of the United States (as with U.S. Treasury obligations and GNMA 
certificates) or (ii) may be backed solely by the issuing or 
guaranteeing agency or instrumentality itself (as with FNMA, FHLMC and 
Federal Home Loan Bank).
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    \12\ U.S. Government obligations include, but are not limited 
to, mortgage-backed and asset-backed securities that are issued or 
guaranteed by the U.S. government, as well as U.S. agency mortgage 
pass-through securities, as described above.
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db-X Managed Municipal Bond Fund--Principal Investments
    According to the Registration Statement, the investment objective 
of the db-X Managed Municipal Bond Fund will be to seek to provide 
current income consistent with total return.
    Under normal market conditions,\13\ the Fund will invest at least 
80% of net assets, plus the amount of any borrowings for investment 
purposes, in securities issued by municipalities across the United 
States (and including the Commonwealth of Puerto Rico and U.S. 
territories such as the U.S. Virgin Islands and Guam) whose income is 
free from regular federal income tax.
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    \13\ See note 8, supra.
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    Although the Fund may adjust duration of its holdings over a wider 
range, it generally intends to keep it between five and nine years.
    The Fund may buy municipal securities of all maturities. These may 
include revenue bonds (which are backed by revenues from a particular 
source) and general obligation bonds (which are typically backed by the 
issuer's ability to levy taxes). They may also include municipal lease 
obligations and investments representing an interest therein.
    The Fund will normally invest at least 65% of total assets in 
municipal securities of top credit quality (rated AAA+ through A- by 
S&P and Fitch or Aaa1 through A3 by Moody's or, if unrated, determined 
by the Fund's Adviser and/or Sub-Adviser to be of comparable quality). 
The Fund may invest up to 10% of total assets in high yield debt 
securities (commonly referred to as ``junk'' bonds) rated BB+ or lower 
by S&P and Fitch or Ba1 or lower by Moody's or, if unrated, determined 
by the Fund's Adviser and/or Sub-Adviser to be of comparable 
quality.\14\
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    \14\ See note 10, supra.
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Other Investments
    While each Fund, under normal market conditions, will invest 
primarily in debt securities, as described above, each Fund may invest 
its remaining assets in other securities and financial instruments, as 
described below.
    The db-X Managed Municipal Bond Fund may invest a portion of its 
assets in various types of U.S. Government obligations. U.S. Government 
obligations are a type of bond. U.S. Government obligations include 
securities issued or guaranteed as to principal and interest by the 
U.S. Government, its agencies or instrumentalities. Payment of 
principal and interest on U.S. Government obligations (i) may be backed 
by the full faith and credit of the United States (as with U.S. 
Treasury obligations and GNMA certificates) or (ii) may be backed 
solely by the issuing or guaranteeing agency or instrumentality itself 
(as with FNMA, FHLMC and Federal Home Loan Bank).
    The db-X Ultra-Short Duration Fund generally intends to use 
interest rate swaps, and/or small amounts of currency forwards, which 
are types of derivatives (a contract whose value is based on, for 
example, indices, currencies or securities) for duration management 
(e.g., reducing the sensitivity of a Fund's portfolio to interest rate 
changes). In addition, the Fund generally may use (i) credit default 
swaps based on one or more issues of debt securities or on an index or 
indexes of debt securities to increase the Fund's income, to gain 
exposure to a bond issuer's credit quality characteristics without 
directly investing in the bond, or to hedge the risk of default on 
bonds held in the Fund's portfolio; and (ii) total return swaps based 
on one or more issues of debt securities or on an index or indexes of 
debt securities, or interest rate swaps, to seek to enhance potential 
gains.
    The db-X Managed Municipal Bond Fund generally may use interest 
rate swaps or U.S. Treasury futures.

[[Page 2728]]

Investments in derivative instruments by the Funds will be made in 
accordance with the 1940 Act and consistent with each Fund's investment 
objective and policies. To limit the potential risk associated with 
transactions in derivatives, the Funds will segregate or ``earmark'' 
assets determined to be liquid by the Adviser in accordance with 
procedures established by the Trust's Board of Directors (``Board'') 
and in accordance with the 1940 Act (or, as permitted by applicable 
regulation, enter into certain offsetting positions) to cover its 
obligations under derivative instruments. These procedures have been 
adopted consistent with Section 18 of the 1940 Act and related 
Commission guidance. In addition, the Funds will include appropriate 
risk disclosure in their offering documents, including leveraging risk. 
Leveraging risk is the risk that certain transactions of the Funds, 
including the Funds' use of derivatives, may give rise to leverage, 
causing the Funds' Shares to be more volatile than if they had not been 
leveraged.
    The db-X Ultra Short-Duration Fund may invest in convertible 
securities traded on an exchange or over-the-counter (``OTC''). 
Convertible securities include bonds, debentures, notes, preferred 
stocks and other securities that may be converted into a prescribed 
amount of common stock or other equity securities at a specified price 
and time. The holder of convertible securities is entitled to receive 
interest paid or accrued on debt, or dividends paid or accrued on 
preferred stock, until the security matures or is converted.
    Each Fund may invest in the securities of other investment 
companies (including money market funds and exchange-listed ETFs) to 
the extent permitted under the 1940 Act.
    The Funds will not invest in leveraged or leveraged inverse ETFs.
Investment Restrictions
    Each Fund will be classified as ``non-diversified'' under the 1940 
Act.\15\
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    \15\ The diversification standard is set forth in Section 
5(b)(1) of the 1940 Act.
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    Each 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 \16\ deemed illiquid by the Adviser,\17\ 
consistent with Commission guidance. Each Fund will monitor its 
portfolio liquidity on an ongoing basis to determine whether, in light 
of current circumstances, an adequate level of liquidity is being 
maintained, and will consider taking appropriate steps in order to 
maintain adequate liquidity if, through a change in values, net assets, 
or other circumstances, more than 15% of such 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.\18\
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    \16\ Rule 144A securities are securities which, while privately 
placed, are eligible for purchase and resale pursuant to Rule 144A. 
According to the Registration Statement, Rule 144A permits certain 
qualified institutional buyers, such as the Funds, to trade in 
privately placed securities even though such securities are not 
registered under the Securities Act.
    \17\ 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).
    \18\ The Commission has stated that long-standing Commission 
guidelines have required open-end funds to hold no more than 15% of 
their net assets in illiquid securities and other illiquid assets. 
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 
14618 (March 18, 2008), footnote 34. See also, Investment Company 
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 
1970) (Statement Regarding ``Restricted Securities''); Investment 
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio 
security is illiquid if it cannot be disposed of in the ordinary 
course of business within seven days at approximately the value 
ascribed to it by the fund. See Investment Company Act Release No. 
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting 
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act 
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) 
(adopting Rule 144A under the Securities Act).
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    While each of the Funds will be actively-managed and not tied to an 
index, under normal market conditions, each Fund's respective portfolio 
will meet certain criteria for index-based, fixed income ETFs contained 
in NYSE Arca Equities Rule 5.2(j)(3), Commentary .02.\19\
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    \19\ See NYSE Arca Equities Rule 5.2(j)(3), Commentary .02 
governing fixed income based Investment Company Units. The 
requirements of Rule 5.2(j)(3), Commentary .02(a) include the 
following: (i) Components that in the aggregate account for at least 
75% of the weight of the index or portfolio must have a minimum 
original principal amount outstanding of $100 million or more (Rule 
5.2(j)(3), Commentary .02(a)(2)); (ii) no component fixed-income 
security (excluding Treasury Securities and government-sponsored 
entity securities) will represent more than 30% of the weight of the 
index or portfolio, and the five highest weighted component fixed-
income securities will not in the aggregate account for more than 
65% of the weight of the index or portfolio (Rule 5.2(j)(3), 
Commentary.02(a)(4)); and (iii) an underlying index or portfolio 
(excluding one consisting entirely of exempted securities) must 
include securities from a minimum of 13 non-affiliated issuers (Rule 
5.2(j)(3), Commentary .02(a)(5)). The db-X Managed Municipal Bond 
Fund will meet the criteria in Rule 5.2(j)(3) as referenced above 
except for the criteria in Rule 5.2(j)(3), Commentary .02(a)(2).
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    With respect to qualification as a regulated investment company 
(``RIC''), each Fund intends to maintain the required level of 
diversification and otherwise conduct its operations so as to qualify 
as a RIC for purposes of Subchapter M of the Internal Revenue Code of 
1986, as amended.\20\
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    \20\ 26 U.S.C. 851.
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    With respect to each of the Funds, such Fund's investments will be 
consistent with the Fund's investment objective.
    The Funds will not invest in equity securities other than 
convertible securities and securities issued by other investment 
companies, including money market funds and ETFs. The Funds will not 
invest in non-U.S. equity securities.
Creation and Redemption of Shares
    According to the Registration Statement, prior to trading in the 
secondary market, Shares of each of the respective Funds will be 
``created'' at net asset value (``NAV'') by market makers, large 
investors and institutions only in block-size creation units of 50,000 
Shares or multiples thereof (``Creation Units''). The size of a 
Creation Unit will be subject to change. Each ``creator'' or 
``Authorized Participant'' will enter into an Authorized Participant 
agreement with the Distributor. Only an Authorized Participant may 
create or redeem Creation Units directly with the respective Fund. 
Creation Units generally will be issued and redeemed in exchange for a 
specific basket of securities approximating the holdings of the 
applicable Fund and a designated amount of cash. To the extent the db-X 
Ultra-Short Duration Fund invests in foreign currency forward 
contracts, such Fund will be able to pay out a portion of its 
redemption proceeds in cash rather than through the in-kind delivery of 
portfolio securities. Except when aggregated in Creation Units, Shares 
will not be redeemable by a Fund. The prices at which creations and 
redemptions occur will be based on the next calculation of NAV after an 
order is received in a form described in an Authorized Participant 
agreement.
    Orders for creations and redemptions of Shares must be made by an 
Authorized Participant that is either a member of the Continuous Net 
Settlement System of the National Securities Clearing Corporation or a 
Depository Trust Company participant.

[[Page 2729]]

Net Asset Value
    According to the Registration Statement, NAV will be calculated by 
deducting all of the respective Fund's liabilities from the total value 
of its assets and dividing the result by the number of Shares 
outstanding, rounding to the nearest cent. Expenses and fees, including 
without limitation, the management and administration fees, will be 
accrued daily and taken into account for purposes of determining NAV. 
The NAV per Share will be calculated as of the close of the regular 
trading session on the New York Stock Exchange (``NYSE'') (ordinarily 
4:00 p.m., Eastern time) on each day that such exchange is open.
    In computing each Fund's NAV, such Fund's debt securities, 
including debt securities of U.S. and foreign government agencies and 
instrumentalities, U.S. Government obligations (including U.S. agency 
mortgage pass-through securities), U.S. and foreign corporate debt 
securities, mortgage-backed and asset backed securities, senior loans, 
fixed and other floating-rate debt securities; money market 
instruments, taxable municipal bonds, and tax-exempt municipal bonds, 
will be valued based on price quotations or other equivalent 
indications of value provided by a third-party pricing service. Any 
such third-party pricing service may use a variety of methodologies to 
value some or all of a Fund's debt securities to determine the market 
price. For example, the prices of securities with characteristics 
similar to those held by each Fund may be used to assist with the 
pricing process. In addition, the pricing service may use proprietary 
pricing models. In certain cases, some of a Fund's debt securities may 
be valued at the mean between the last available bid and ask prices for 
such securities or, if such prices are not available, at prices for 
securities of comparable maturity, quality, and type. Short-term 
securities for which market quotations are not readily available will 
be valued at amortized cost, which approximates market value. ETFs and 
exchange-traded convertible securities, will be valued at market value, 
which will generally be determined using the last reported official 
closing or last trading price on the exchange or market on which the 
security is primarily traded at the time of valuation. Convertible 
securities traded OTC will be valued at market value using third-party 
pricing services as a primary information source and quotes obtained 
from brokers and dealers as a secondary information source. Investment 
company securities (other than ETFs), including money market funds, 
will be valued at NAV. Currency forwards, credit default swaps, total 
return swaps, and interest rate swaps will normally be valued on the 
basis of quotes obtained from brokers and dealers or third-party 
pricing services. U.S. Treasury futures will be valued at the 
settlement price determined by the applicable exchange.
    If a security's market price (or other indicator of market value 
such as that obtained from a pricing service) is not readily available 
or does not otherwise accurately reflect the fair value of the 
security, the security will be valued by another method that the 
Adviser or Sub-Adviser believes will better reflect fair value in 
accordance with the Trust's valuation policies and procedures approved 
by the Trust's Board.\21\ Each Fund may use fair value pricing in a 
variety of circumstances, including but not limited to, situations when 
the value of a security in a respective Fund's portfolio has been 
materially affected by events occurring after the close of the market 
on which the security is principally traded (such as a corporate action 
or other news that may materially affect the price of a security) or 
trading in a security has been suspended or halted.
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    \21\ If market conditions make it difficult to value some 
investments, a Fund may value these investments using more 
subjective methods, such as fair value pricing. In such cases, the 
value determined for an investment could be different than the value 
realized upon such investment's sale. The Adviser and Sub-Adviser 
manage each Fund's investments and its business operations subject 
to the oversight of the Trust's Board.
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Portfolio Indicative Value
    The Portfolio Indicative Value (``PIV'') as defined in NYSE Arca 
Equities Rule 8.600(c)(3) of Shares of each of the Funds will be widely 
disseminated by one or more major market data vendors at least every 
fifteen seconds during the Exchange's Core Trading Session. The PIV of 
Shares of each Fund will be based on current information regarding the 
value of securities and other assets in each Fund's Disclosed 
Portfolio, as defined in NYSE Arca Equities Rule 8.600(c)(2). To the 
extent the Funds hold securities and instruments that are traded in 
foreign markets, the PIV calculations will be based on such foreign 
market prices and may not reflect events that occur subsequent to the 
foreign market's close.\22\ As a result, premiums and discounts between 
the approximate value and the market price could be affected. This 
approximate value should not be viewed as a ``real-time'' update of the 
NAV per Share of the applicable Fund because the approximate value may 
not be calculated in the same manner as the NAV, which is computed once 
a day, generally at the end of the business day.
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    \22\ As the respective international local markets close, the 
market value of the deposit securities will continue to be updated 
for foreign exchange rates for the remainder of the U.S. trading day 
at the prescribed 15 second intervals.
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Availability of Information
Information respecting each Fund will be available at the following 
url: www.dbxus.com (``Web site''). The Web site will be publicly 
available prior to the public offering of Shares, and will include a 
form of each prospectus for each respective Fund, which will be 
downloadable. Each Fund's Web site will include additional quantitative 
information updated on a daily basis, including, for each Fund, (1) 
daily trading volume, 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''),\23\ and a calculation of the premium 
and discount of the Bid/Ask Price against the NAV, and (2) data in 
chart format displaying the frequency distribution of discounts and 
premiums of the daily Bid/Ask Price against the NAV, within appropriate 
ranges, for each of the four previous calendar quarters. On each 
business day, before commencement of trading in Shares in the Core 
Trading Session on the Exchange, each Fund will disclose on the Web 
site the Disclosed Portfolio as defined in NYSE Arca Equities Rule 
8.600(c)(2) that will form the basis for such Fund's calculation of NAV 
at the end of the business day.\24\
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    \23\ The Bid/Ask Price of a Fund will be determined using the 
mid-point of the highest bid and the lowest offer on the Exchange as 
of the time of calculation of a Fund's NAV. The records relating to 
Bid/Ask Prices will be retained by the Funds and their service 
providers.
    \24\ Under accounting procedures followed by each Fund, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, a 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.
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    Each Fund's portfolio holdings will be disclosed on the Web site 
daily after the close of trading on the Exchange and prior to the 
opening of trading on the Exchange the following day.
    On a daily basis, the Adviser or Sub-Adviser will disclose on the 
Funds' Web site for each portfolio security and financial instrument of 
each Fund the following information: ticker symbol (if applicable), 
name of security and financial instrument, number of shares, if 
applicable, and dollar value of securities and financial instruments 
held in the portfolio, and percentage

[[Page 2730]]

weighting of the security and financial instrument in the portfolio. 
The Web site information will be publicly available at no charge. In 
addition, intra-day and end-of-day prices for all debt securities and 
financial instruments held by each Fund will be available through major 
market data vendors and broker-dealers.
    In addition, a basket composition file disclosing each Fund's 
securities, which will include the security names and share quantities 
required to be delivered in exchange for Fund Shares, together with 
estimates and actual cash components, will be publicly disseminated 
daily prior to the opening of the NYSE via the National Securities 
Clearing Corporation. The basket will represent one Creation Unit of 
the Fund. Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), each Fund's Shareholder Reports, and the Trust's 
Form N-CSR and Form N-SAR, filed twice a year. The Trust's SAI and 
Shareholder Reports are available free upon request from the Trust, and 
those documents and the Form N-CSR and Form N-SAR may be viewed on-
screen or downloaded from the Commission's Web site at www.sec.gov. 
Information regarding market price and trading volume of the Shares 
will be continually available on a real-time basis throughout the day 
on brokers' computer screens and other electronic services. Information 
regarding the previous day's closing price and trading volume 
information 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. Intra-day and closing price information regarding debt 
securities, including debt securities of U.S. and foreign government 
agencies and instrumentalities, U.S. Government obligations (including 
U.S. agency mortgage pass-through securities), U.S. and foreign 
corporate debt securities, mortgage-backed and asset backed securities, 
senior loans, fixed and other floating-rate debt securities, money 
market instruments, taxable municipal bonds, and tax-exempt municipal 
bonds will be available from major market data vendors. Price 
information regarding U.S. Treasury futures will be available from the 
applicable exchange and from major market data vendors. Price 
information regarding currency forwards will be available from major 
market data vendors. Major market data vendors provide intra-day and 
end-of-day prices for credit default swaps, interest rate swaps and 
total return swaps. Price information for exchange-traded equity 
investments, including ETFs and exchange-traded convertible securities, 
will be available from the applicable exchange or major market data 
vendors. Price information for convertible securities traded OTC and 
other investment company securities, including money market funds, also 
will be available from major market data vendors.
    In addition, as noted above, the PIV will be widely disseminated by 
one or more major market data vendors at least every 15 seconds during 
the Core Trading Session.\25\ The dissemination of the PIV, together 
with the Disclosed Portfolio, will allow investors to determine the 
value of the underlying portfolio of each Fund on a daily basis and 
will provide a close estimate of that value throughout the trading day.
---------------------------------------------------------------------------

    \25\ Currently, it is the Exchange's understanding that several 
major market data vendors widely disseminate PIVs taken from CTA or 
other data feeds.
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    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.
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 each Fund.\26\ Trading in Shares of either 
Fund will be halted if the circuit breaker parameters in NYSE Arca 
Equities Rule 7.12 have been reached. Trading also may be halted 
because of market conditions or for reasons that, in the view of the 
Exchange, make trading in the Shares inadvisable. These may include: 
(1) The extent to which trading is not occurring in the securities and/
or the financial instruments comprising the Disclosed Portfolio of a 
Fund; or (2) whether other unusual conditions or circumstances 
detrimental to the maintenance of a fair and orderly market are 
present. Trading in the Shares will be subject to NYSE Arca Equities 
Rule 8.600(d)(2)(D), which sets forth circumstances under which Shares 
of the applicable Fund may be halted.
---------------------------------------------------------------------------

    \26\ See NYSE Arca Equities Rule 7.12.
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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 issued in connection with each respective Fund will 
conform to the initial and continued listing criteria under NYSE Arca 
Equities Rule 8.600. The Exchange represents that, for initial and/or 
continued listing, each Fund will be in compliance with Rule 10A-3 \27\ 
under the Act, as provided by NYSE Arca Equities Rule 5.3. A minimum of 
100,000 Shares for each Fund will be outstanding at the commencement of 
trading on the Exchange. With respect to each Fund, the Exchange will 
obtain a representation from the issuer of the respective 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.
---------------------------------------------------------------------------

    \27\ 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.\28\ 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 applicable federal securities laws.
---------------------------------------------------------------------------

    \28\ 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, exchange-traded

[[Page 2731]]

investment company securities, exchange-traded convertible securities 
and exchange-traded futures with other markets and other entities that 
are members of the Intermarket Surveillance Group (``ISG''), and FINRA, 
on behalf of the Exchange, may obtain trading information regarding 
trading such securities and financial instruments from such markets and 
other entities. In addition, the Exchange may obtain information 
regarding trading in the Shares, exchange-traded investment company 
securities, exchange-traded convertible securities and exchange-traded 
futures from markets and other entities that are members of ISG or with 
which the Exchange has in place a comprehensive surveillance sharing 
agreement.\29\ FINRA, on behalf of the Exchange, is able to access, as 
needed, trade information for certain fixed income securities held by 
the Funds reported to FINRA's Trade Reporting and Compliance Engine 
(``TRACE'').
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    \29\ For a list of the current members of ISG, see http://www.isgportal.org. The Exchange notes that not all components of a 
Fund's portfolio may trade on markets that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement.
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    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 Units (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 each Fund is subject 
to various fees and expenses described in the Registration Statement. 
The Bulletin will discuss any exemptive, no-action, and interpretive 
relief granted by the Commission from any rules under the Act. The 
Bulletin will also disclose that the NAV for the Shares will be 
calculated after 4:00 p.m. Eastern time each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \30\ 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.
---------------------------------------------------------------------------

    \30\ 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 Adviser and Sub-Adviser are not registered as broker-dealers 
but each is affiliated with a broker-dealer and has implemented and 
will maintain a fire wall with respect to such broker-dealer affiliate 
regarding access to information concerning the composition and/or 
changes to a portfolio. The Shares of each Fund will be listed and 
traded on the Exchange pursuant to the initial and continued listing 
criteria in NYSE Arca Equities Rule 8.600. The Funds will not invest in 
non-U.S. equity securities. The Funds will not invest in leveraged or 
leveraged inverse ETFs. The db-X Ultra-Short Duration Fund will limit 
investments in mortgage-backed and asset-backed securities issued or 
guaranteed by non-government entities to 15% of the Fund's net assets. 
Each Fund's respective portfolio will meet certain criteria for index-
based, fixed income ETFs contained in NYSE Arca Equities Rule 
5.2(j)(3), Commentary .02, as described above. Each Fund's investments 
will be consistent with such Fund's investment objective. To limit the 
potential risk associated with transactions in derivatives, the Funds 
will segregate or ``earmark'' assets determined to be liquid by the 
Adviser in accordance with procedures established by the Trust's Board 
and in accordance with the 1940 Act (or, as permitted by applicable 
regulation, enter into certain offsetting positions) to cover its 
obligations under derivative instruments. Quotation and last sale 
information for the Shares will be available via the CTA high-speed 
line. In addition, the PIV, as defined in NYSE Arca Equities Rule 
8.600(c)(3), will be widely disseminated by one or more major market 
data vendors at least every 15 seconds during the Core Trading Session. 
Each Fund will disclose on its Web site the Disclosed Portfolio as 
defined in NYSE Arca Equities Rule 8.600(c)(2) that will form the basis 
for each Fund's calculation of NAV at the end of the business day. 
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 Funds may be halted. FINRA, on behalf of the Exchange, will 
communicate as needed regarding trading in the Shares, exchange-traded 
investment company securities, exchange-traded convertible securities 
and exchange-traded futures with other markets and other entities that 
are members of the ISG, and FINRA, on behalf of the Exchange, may 
obtain trading information regarding trading such securities and 
financial instruments from such markets and other entities. In 
addition, the Exchange may obtain information regarding trading in the 
Shares, exchange-traded investment company securities, exchange-traded 
convertible securities and exchange-traded futures from markets and 
other entities that are members of ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement. FINRA, on 
behalf of the Exchange, is able to access, as needed, trade information 
for certain fixed income securities held by the Funds reported to 
FINRA's TRACE.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that the Adviser and Sub-Adviser are affiliated with a broker-dealer 
and have represented that they have implemented a fire wall with 
respect to their respective broker-dealer affiliate regarding access to 
information concerning the composition and/or changes to the portfolio. 
The Exchange will obtain a representation from the issuer of the Shares 
of each Fund that the NAV per Share of each Fund 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 
[sic] and the Shares, thereby promoting market transparency. Each 
Fund's portfolio holdings will be disclosed on the Web site daily after 
the close of trading on the Exchange and prior to the opening of 
trading on the Exchange the following

[[Page 2732]]

day. 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, each 
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 Web site for each Fund will include a form 
of the prospectus for each 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 each 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 each Fund may be halted. In addition, as noted above, 
investors will have ready access to information regarding each 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 
additional types of actively-managed exchange-traded products that will 
enhance competition among market participants, to the benefit of 
investors and the marketplace. As noted above, FINRA, on behalf of the 
Exchange, will communicate as needed regarding trading in the Shares, 
exchange-traded investment company securities, exchange-traded 
convertible securities and exchange-traded futures with other markets 
and other entities that are members of the ISG, and FINRA, on behalf of 
the Exchange, may obtain trading information regarding trading such 
securities and financial instruments from such markets and other 
entities. In addition, the Exchange may obtain information regarding 
trading in the Shares, exchange-traded investment company securities, 
exchange-traded convertible securities and exchange-traded futures from 
markets and other entities that are members of ISG or with which the 
Exchange has in place a comprehensive surveillance sharing agreement. 
In addition, as noted above, investors will have ready access to 
information regarding a Fund's holdings, the PIV, the Disclosed 
Portfolio, and quotation and last sale information for the Shares.

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

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

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

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

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

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2013-135 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2013-135. 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-2013-135 and should 
be submitted on or before February 5, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
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    \31\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-00579 Filed 1-14-14; 8:45 am]
BILLING CODE 8011-01-P