[Federal Register Volume 79, Number 167 (Thursday, August 28, 2014)]
[Notices]
[Page 51380]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-20466]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72901; File No. SR-NYSEArca-2014-10]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of 
Designation of a Longer Period for Commission Action on Proceedings To 
Determine Whether To Approve or Disapprove a Proposed Rule Change To 
Adopt NYSE Arca Equities Rule 8.900, Which Permits the Listing and 
Trading of Managed Portfolio Shares, and To List and Trade Shares of 
the ActiveShares\SM\ Large-Cap Fund, ActiveShares\SM\ Mid-Cap Fund, and 
ActiveShares\SM\ Multi-Cap Fund Pursuant to That Rule

August 22, 2014.
    On February 7, 2014, NYSE Arca, Inc. (``Exchange'') filed with the 
Securities and Exchange Commission (``Commission''), pursuant to 
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ 
and Rule 19b-4 thereunder,\2\ a proposed rule change to adopt new NYSE 
Arca Equities Rule 8.900, which would govern the listing and trading of 
Managed Portfolio Shares, and to list and trade shares of the 
ActiveShares\SM\ Large-Cap Fund, ActiveShares\SM\ Mid-Cap Fund, and 
ActiveShares\SM\ Multi-Cap Fund (collectively, ``Funds'') under 
proposed NYSE Arca Equities Rule 8.900. The proposed rule change was 
published for comment in the Federal Register on February 26, 2014.\3\ 
The Commission received one comment letter on the proposed rule 
change.\4\ On April 7, 2014, pursuant to Section 19(b)(2) of the 
Act,\5\ the Commission designated a longer period within which to 
approve the proposed rule change, disapprove the proposed rule change, 
or institute proceedings to determine whether to disapprove the 
proposed rule change.\6\ The Commission received two additional comment 
letters on the proposed rule change, including a letter from the 
Exchange in support of its proposal.\7\ On May 27, 2014, the Commission 
instituted proceedings under Section 19(b)(2)(B) of the Act \8\ to 
determine whether to approve or disapprove the proposed rule change.\9\ 
In the Order Instituting Proceedings, the Commission solicited 
responses to specified matters related to the proposal.\10\ The 
Commission subsequently received a second letter from one of the 
commenters.\11\
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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. 71588 (Feb. 20, 
2014), 79 FR 10848 (``Notice''), available at http://www.sec.gov/rules/sro/nysearca.shtml.
    \4\ See Letter from Gary L. Gastineau, President, ETF 
Consultants.com, Inc., to Elizabeth M. Murphy, Secretary, Commission 
(Mar. 18, 2014) (``Gastineau Letter'').
    \5\ 15 U.S.C. 78s(b)(2).
    \6\ See Securities Exchange Act Release No. 71895, 79 FR 20285 
(Apr. 11, 2014). The Commission designated a longer period within 
which to take action on the proposed rule change and designated May 
27, 2014 as the date by which it should approve, disapprove, or 
institute proceedings to determine whether to disapprove the 
proposed rule change.
    \7\ See Letter from Dennis J. DeCore, Former Co-Head U.S. Index 
Arbitrage (1997-2007), Nomura Securities, to Elizabeth M. Murphy, 
Secretary, Commission (Apr. 8, 2014); and Letter from Martha 
Redding, Chief Counsel and Assistant Corporate Secretary, NYSE 
Euronext, to Secretary, Commission (May 14, 2014).
    \8\ 15 U.S.C. 78s(b)(2)(B).
    \9\ See Securities Exchange Act Release No. 72255, 79 FR 31362 
(Jun. 2, 2014) (``Order Instituting Proceedings''). Specifically, 
the Commission instituted proceedings to allow for additional 
analysis of the proposed rule change's consistency with Section 
6(b)(5) of the Act, which requires, among other things, that the 
rules of a national securities exchange be ``designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade,'' and ``to protect investors and the 
public interest.'' See id., 79 FR at 31368.
    \10\ See Notice, supra note 3, 79 FR at 31368 (specifically 
soliciting comment on the statements of the Exchange contained in 
the Notice, the issues raised by the opposing commenter, the 
Exchange's responses to those issues, and any other issues raised by 
the listing and trading of an actively managed exchange-traded fund 
that does not make daily public disclosure of its investment 
portfolio).
    \11\ See Letter from Gary L. Gastineau, President, ETF 
Consultants.com, Inc., to Elizabeth M. Murphy, Secretary, Commission 
(Jun. 23, 2014). All comments on this proposal are available at 
http://www.sec.gov/comments/sr-nysearca-2014-10/nysearca201410.shtml.
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    Section 19(b)(2) of the Act \12\ provides that, after initiating 
disapproval proceedings, the Commission shall issue an order approving 
or disapproving the proposed rule change not later than 180 days after 
the date of publication of notice of the filing of the proposed rule 
change. The Commission may, however, extend the period for issuing an 
order approving or disapproving the proposed rule change by not more 
than 60 days if the Commission determines that a longer period is 
appropriate and publishes the reasons for such determination. The 
proposed rule change was published for notice and comment in the 
Federal Register on February 26, 2014.\13\ The 180th day after 
publication of the notice of the filing of the proposed rule change in 
the Federal Register is August 25, 2014.
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    \12\ 15 U.S.C. 78s(b)(2).
    \13\ See supra note 3 and accompanying text.
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    The Commission finds that it is appropriate to designate a longer 
period within which to issue an order approving or disapproving the 
proposed rule change so that it has sufficient time to consider the 
proposed rule change, the issues raised in the comment letters that 
have been submitted in response to the proposed rule change (including 
the Exchange's responses to other comment letters), and the comment 
letter submitted in response to the Order Instituting Proceedings.
    Accordingly, the Commission, pursuant to Section 19(b)(2) of the 
Act,\14\ designates October 24, 2014, as the date by which the 
Commission shall either approve or disapprove the proposed rule change 
(File No. SR-NYSEArca-2014-10).
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    \14\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
Kevin M. O'Neill,
Deputy Secretary.
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    \15\ 17 CFR 200.30-3(a)(57).
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[FR Doc. 2014-20466 Filed 8-27-14; 8:45 am]
BILLING CODE 8011-01-P