[Federal Register Volume 80, Number 23 (Wednesday, February 4, 2015)]
[Notices]
[Pages 6150-6153]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-02109]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74175; File No. SR-NYSEArca-2015-01]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Amending NYSE Arca Equities Rule 5.2(j)(3), 
Commentary .02 Relating To Listing of Investment Company Units Based on 
Municipal Bond Indexes

January 29, 2015.
    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 January 16, 2015, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II 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 amend NYSE Arca Equities Rule 5.2(j)(3), 
Commentary .02 relating to listing of Investment Company Units based on 
municipal bond indexes. The text of the proposed rule change is 
available on the Exchange's Web site at www.nyse.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    NYSE Arca Equities Rule 5.2(j)(3) permits the listing and trading, 
including trading pursuant to unlisted trading privileges (``UTP''), of 
Investment Company Units (``Units'').\4\ NYSE Arca Equities Rule 
5.2(j)(3), Commentary .02 provides for listing on the Exchange pursuant 
to Rule 19b-4(e) \5\ under the Act of a series of Units with an 
underlying index or portfolio of Fixed Income Securities \6\ meeting 
specified criteria.\7\ These ``generic'' listing criteria permit 
listing and trading on the Exchange of series of Units meeting such 
criteria without Commission approval of each individual product 
pursuant to Section 19(b)(2) of the Act.\8\
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    \4\ An Investment Company Unit is a security that represents an 
interest in a registered investment company that holds securities 
comprising, or otherwise based on or representing an interest in, an 
index or portfolio of securities (or holds securities in another 
registered investment company that holds securities comprising, or 
otherwise based on or representing an interest in, an index or 
portfolio of securities). See NYSE Arca Equities Rule 5.2(j)(3)(A).
    \5\ 17 CFR 240.19b-4(e).
    \6\ Fixed Income Securities are described in NYSE Arca Equities 
Rule 5.2(j)(3), Commentary .02 as debt securities that are notes, 
bonds, debentures or evidence of indebtedness that include, but are 
not limited to, U.S. Department of Treasury securities, government-
sponsored entity securities, municipal securities, trust preferred 
securities, supranational debt and debt of a foreign country or a 
subdivision thereof.
    \7\ The Commission approved NYSE Arca Equities Rule 5.2(j)(3), 
Commentary .02 in Securities Exchange Act Release No. 55783 (May 17, 
2007), 72 FR 29194 (May 24, 2007) (SR-NYSEArca-2007-36) (order 
approving generic listing standards for series of Units based on 
Fixed Income Indexes and Combination Indexes). The Commission also 
approved generic listing standards for the American Stock Exchange 
LLC (``Amex'') for Index Fund Shares based on Fixed Income Indexes 
and Combination Indexes in Securities Exchange Act Release No. 55437 
(March 9, 2007), 72 FR 12233 (March 15, 2007) (SR-Amex-2006-118). 
The Commission has approved listing of exchange-traded funds based 
on a fixed income index or portfolio. See, e.g., Securities Exchange 
Act Release No. 48534 (September 24, 2003), 68 FR 56353 (September 
30, 2003) (SR-Amex-2003-75) (order approving listing on Amex of 
eight series of iShares Lehman Bond Funds).
    \8\ 15 U.S.C. 78s(b)(2).
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    NYSE Arca Equities Rule 5.2(j)(3), Commentary .02(a)(2) provides 
that, in order to be listed and traded pursuant to Rule 19b-4(e), 
components of an index or portfolio that in aggregate account for at 
least 75% of the weight

[[Page 6151]]

of the index or portfolio each shall have a minimum original principal 
amount outstanding of $100 million or more. The Exchange proposes to 
amend its generic listing criteria applicable to Units in order to 
better accommodate listing of Units based on indexes that include 
municipal bonds, in view of features of such bonds that differ from 
those of most other Fixed Income Securities.\9\
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    \9\ The Commission previously has approved proposed rule changes 
relating to listing and trading on the Exchange of Units based on 
municipal bond indexes. See Securities Exchange Act Release Nos. 
67985 (October 4, 2012), 77 FR 61804 (October 11, 2012) (SR-
NYSEArca-2012-92) (order approving proposed rule change relating to 
the listing and trading of iShares 2018 S&P AMT-Free Municipal 
Series and iShares 2019 S&P AMT-Free Municipal Series under NYSE 
Arca Equities Rule 5.2(j)(3), Commentary .02); 67729 (August 24, 
2012), 77 FR 52776 (August 30, 2012) (SR-NYSEArca-2012-92) (notice 
of proposed rule change relating to the listing and trading of 
iShares 2018 S&P AMT-Free Municipal Series and iShares 2019 S&P AMT-
Free Municipal Series under NYSE Arca Equities Rule 5.2(j)(3), 
Commentary .02) (``iShares 2018 Notice''); 72523, (July 2, 2014), 79 
FR 39016 (July 9, 2014) (SR-NYSEArca-2014-37) (order approving 
proposed rule change relating to the listing and trading of iShares 
2020 S&P AMT-Free Municipal Series under NYSE Arca Equities Rule 
5.2(j)(3), Commentary .02); 72172 (May 15, 2014), 79 FR 29241 (May 
21, 2014) (SR-NYSEArca-2014-37) (notice of proposed rule change 
relating to the listing and trading of iShares 2020 S&P AMT-Free 
Municipal Series under NYSE Arca Equities Rule 5.2(j)(3), Commentary 
.02) (``iShares 2020 Notice''); 72464 (June 25, 2014), 79 FR 37373 
(July 1, 2014) (File No. SR-NYSEArca-2014-45) (order approving 
proposed rule change governing the continued listing and trading of 
shares of the PowerShares Insured California Municipal Bond 
Portfolio, PowerShares Insured National Municipal Bond Portfolio, 
and PowerShares Insured New York Municipal Bond Portfolio). The 
Commission also has issued a notice of filing and immediate 
effectiveness of a proposed rule change relating to listing and 
trading on the Exchange of shares of the iShares Taxable Municipal 
Bond Fund. See Securities Exchange Act Release No. 63176 (October 
25, 2010), 75 FR 66815 (October 29, 2010) (SR-NYSEArca-2010-94). The 
Commission has approved for Exchange listing and trading of shares 
of two actively managed funds of the PIMCO ETF Trust that 
principally hold municipal bonds. See Securities Exchange Act 
Release No. 60981 (November 10, 2009), 74 FR 59594 (November 18, 
2009) (SR-NYSEArca-2009-79) (order approving listing and trading of 
shares of the PIMCO Short-Term Municipal Bond Strategy Fund and 
PIMCO Intermediate Municipal Bond Strategy Fund). The Commission 
also has approved listing and trading on the Exchange of shares of 
the SPDR Nuveen S&P High Yield Municipal Bond Fund under Commentary 
.02 of NYSE Arca Equities Rule 5.2(j)(3). See Securities Exchange 
Act Release No. 63881 (February 9, 2011), 76 FR 9065 (February 16, 
2011) (SR-NYSEArca-2010-120).
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    Specifically, the Exchange proposes to amend NYSE Arca Equities 
Rule 5.2(j)(3), Commentary .02(a)(2) to state that components that in 
aggregate account for at least 75% of the weight of the index or 
portfolio shall meet the following: (A) each shall have a minimum 
original principal amount outstanding of $100 million or more; or (B) 
if a municipal bond component, such component shall be issued in an 
offering with an aggregate size, as set forth in the official statement 
of the offering, of $100 million or more. Thus, with respect to a 
municipal bond component of an index or portfolio, the aggregate size 
of the municipal bond issue covered by the official statement 
applicable to such municipal bond component, i.e., a municipal bond 
offering, must be $100 million or more. Thus, even if the individual 
municipal bond component (i.e., an individual maturity) of an index has 
an amount outstanding of less than $100 million, such component could 
be included in the 75% weight required to meet the $100 million 
principal amount outstanding requirement if such component were part of 
a municipal bond offering of $100 million or more.
    The Exchange believes it is appropriate to calculate components of 
a municipal bond index differently from other Fixed Income Securities 
for purposes of the 75% weighting requirement of NYSE Arca Equities 
Rule 5.2(j)(3), Commentary .02(a)(2) because municipal bond offerings 
differ from U.S. Treasury, Government Sponsored Entities (``GSEs''), or 
other fixed income offerings in a variety of ways. Principally, 
municipal bonds are issued with either ``serial'' or ``term'' 
maturities or some combination thereof. The official statement issued 
in connection with a municipal bond offering describes the terms of the 
component bonds and the issuer and/or obligor on the related bonds. 
Such an offering is comprised of a number of specific maturity 
sizes.\10\ The entire issue or offering that includes such maturity 
sizes (sometimes also referred to as the ``deal size'') receives the 
same credit rating and the various maturities are all subject to the 
provisions set forth in the official statement. The entire issue or 
offering is based on a specified project or group of related projects 
and funded by the same revenue or other funding sources identified in 
the official statement.\11\
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    \10\ There are two principal types of municipal bonds--general 
obligation, which are issued to raise capital supported by the 
taxing power of the issuer, and revenue bonds, which fund projects 
supported by the income these projects generate. Multiple maturities 
allow municipal bond issuers to better match and manage the timing 
of revenues and expenses associated with municipal bond offerings 
and projects financed thereby, and allow issuers to reduce their 
cost of funding over time. This is especially important given the 
long-term nature of the projects that secure municipal bond 
offerings and intermittent cash flows generated from the projects or 
other revenue sources. The issuer is able to pay down the municipal 
bond offering, lowering the amount outstanding, and thereby paying 
less interest over the life of the issue in contrast to an issue 
with a term maturity.
    \11\ Financial information vendors provide deal size as well as 
maturity size information for each issue.
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    Because the individual municipal bond components of an index may 
predominantly have maturities of less than $100 million outstanding 
(although part of a municipal bond offering of $100 million or 
greater), NYSE Arca Equities Rule 5.2(j)(3), Commentary .02 generally 
would not permit listing under Rule 19b-4(e) of Units based on an 
underlying municipal bond index if only individual maturity sizes were 
considered. The Exchange believes the proposed amendment to Commentary 
.02(a)(2) would facilitate listing of Units based on municipal bond 
indexes by permitting the Exchange, in applying its generic listing 
criteria, to take into account the aggregate size of the municipal bond 
offering of which the index component is part, as set forth in the 
applicable official statement.
    The Exchange notes that major municipal bond indexes, while they 
include individual bond maturities as index components, include ``deal 
size'' as a factor in the criteria for index constituents and 
additions. For example, the index methodology for the S&P National AMT-
Free Municipal Bond Index specifies that each bond must be a 
constituent of a deal where the deal's original offering amount was at 
least $100 million.\12\ For Barclays Capital municipal bond indexes, 
the index methodology for the Barclays Capital Investment-Grade 
Municipal Index specifies that a bond in the index must be issued as 
part of a transaction of at least $75 million; for the Barclays Capital 
High-Yield Municipal Index and the Barclays Capital Enhanced State 
Specific Indices, the bond constituents must be issued as part of a 
transaction of at least $20 million.\13\
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    \12\ Source: Standard & Poor's, available at 
www.us.spindices.com.
    \13\ Source: Barclays Capital Municipal Index Research.
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    The Exchange notes that the Commission previously has approved 
listing and trading of Units where the applicable municipal index 
components did not individually meet the 75% percentage requirement of 
NYSE Arca Equities Rule 5.2(j)(3), Commentary .02(a)(2).\14\ As stated 
in the iShares 2020 Notice, the investment adviser (Blackrock Fund 
Advisors or ``BFA'') for the iShares 2020 S&P AMT-Free Municipal Series 
has represented that the nature of the municipal bond market and 
municipal bond instruments makes it feasible to categorize individual 
issues

[[Page 6152]]

represented by CUSIPs (i.e., the specific identifying number for a 
security) into categories according to common characteristics-- 
specifically, rating, purpose, geographical region, and maturity. BFA 
represented that bonds that share similar characteristics tend to trade 
similarly to one another; therefore, within these categories, the 
issues may be considered fungible from a portfolio management 
perspective, allowing one CUSIP to be represented by another that 
shares similar characteristics for purposes of developing an investment 
strategy.\15\ Therefore, while a relatively low percentage of the 
weight of the applicable index components may be part of an aggregate 
size offering of $100 million or more, the nature of the municipal bond 
market makes such components relatively fungible for investment 
purposes when aggregated into categories such as ratings, purpose, 
geographical region, and maturity. In addition, BFA represented that, 
within a single municipal bond issuer, there are often multiple 
contemporaneous or sequential issuances that have the same rating, 
structure and maturity, but have different CUSIPs; these separate 
issues by the same issuer are also likely to trade similarly to one 
another. Individual CUSIPs within the applicable municipal bond index 
that share characteristics with other CUSIPs based on rating, purpose, 
geographical region, and maturity have a high yield to maturity 
correlation, and frequently have a correlation of one or close to one. 
Such correlation demonstrates that the CUSIPs within their respective 
category behave similarly.
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    \14\ See note 9, supra.
    \15\ See also iShares 2018 Notice.
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    Likewise, as noted above, the individual maturity sizes that 
comprise a municipal bond offering share a number of important 
features, including credit rating and the purpose and terms of the 
offering as set forth in the applicable official statement. As with 
individual CUSIPs in an index that share certain characteristics, as 
described above, the individual maturity sizes comprising the municipal 
bond offering can be expected to be relatively fungible for investment 
purposes. The Exchange believes that the proposed rule change is 
reasonable and appropriate in that pricing and liquidity of such 
maturity sizes is predominately based on the common characteristics of 
the aggregate issue of which the municipal bond is part. Thus, 
consideration of the aggregate size of the municipal bond offering 
rather than the individual bond component does not raise concerns 
regarding pricing or liquidity of the applicable municipal bond index 
components or of the Units overlying the applicable index.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \16\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5),\17\ in particular, in that it is 
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, and to remove impediments to and perfect the mechanisms of 
a free and open market and a national market system, and, in general, 
to protect investors and the public interest.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change applicable to 
trading pursuant to generic listing and trading criteria, together with 
the Exchange's surveillance procedures applicable to trading in the 
securities covered by the proposed rules, serve to foster investor 
protection. The proposed rule change will also enhance market 
competition by assisting in bringing issues of Units with an underlying 
index of municipal securities to market more quickly, consistent with 
the Commission's adoption of Rule 19b-4(e) under the Act. The 
Commission has previously approved proposed rule changes relating to 
listing and trading on the Exchange of Units based on municipal bond 
indexes and issues of Managed Fund Shares that hold municipal 
bonds.\18\ Major municipal bond indexes, while they include individual 
bond maturities as index components, include ``deal size'' as a factor 
in the criteria for index constituents and additions. As noted above, 
municipal bonds that share similar characteristics tend to trade 
similarly to one another; therefore, within these categories, the 
issues may be considered fungible from a portfolio management 
perspective, allowing one CUSIP to be represented by another that 
shares similar characteristics for purposes of developing an investment 
strategy.\19\ Therefore, while a relatively low percentage of the 
weight of the applicable index components may be part of an offering 
with an aggregate size of $100 million or more, the nature of the 
municipal bond market makes such components relatively fungible for 
investment purposes when aggregated into categories such as ratings, 
purpose, geographical region, and maturity. As with individual CUSIPs 
in an index that share certain characteristics, as described above, the 
individual maturity sizes comprising a municipal bond offering can be 
expected to be relatively fungible for investment purposes. The 
Exchange believes that the proposed rule change is reasonable and 
appropriate in that pricing and liquidity of such maturity sizes is 
predominately based on the common characteristics of the municipal bond 
offering of which the municipal bond component is part. Thus, 
consideration of the municipal bond offering rather than the individual 
bond component does not raise concerns regarding pricing or liquidity 
of the applicable municipal bond index components or of the Units 
overlying the applicable index. In addition, financial information 
vendors provide deal size as well as maturity size information for each 
municipal bond issue.
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    \18\ See note 9, supra.
    \19\ See iShares 2018 Notice and iShares 2020 Notice.
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    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that Units 
based on an index or portfolio that includes municipal bond components 
will be listed and traded on the Exchange pursuant to the initial and 
continued listing criteria in NYSE Arca Equities Rule 5.2(j)(3). The 
proposed amendment to NYSE Arca Equities Rule 5.2(j)(3), Commentary 
.02(a)(2) will better accommodate listing of Units based on indexes 
that include municipal bonds, in view of features of such bonds that 
differ from those of most other Fixed Income Securities. In connection 
with establishing compliance with NYSE Arca Equities Rule 5.2(j)(3), 
Commentary .02(a)(2), individual municipal bond components in an index 
or portfolio would be required to be part of an offering of substantial 
size (i.e., at least $100 million aggregate size). The Exchange 
believes that the $100 million minimum threshold will help ensure that 
a substantial percentage of the applicable index components are liquid.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities, and to remove impediments to and perfect the mechanisms of 
a free and open market and a national market system, and, in general, 
to protect investors and the public interest in that it will facilitate 
the listing and trading of additional types of exchange-traded funds 
that hold municipal bonds pursuant to the

[[Page 6153]]

generic listing criteria of NYSE Arca Equities Rule 5.2(j)(3), 
Commentary .02, and thus will enhance competition among market 
participants, to the benefit of investors and the marketplace. The 
Exchange is proposing to modify the criteria for qualifying Units based 
on a Fixed Income Securities index or portfolio that includes municipal 
bond components by applying the same quantitative threshold (i.e., $100 
million or more) to the aggregate size of the municipal bond offering 
as the threshold that applies to component Fixed Income Securities 
generally, as set forth in Commentary .02(a)(2) of Rule 5.2(j)(3). The 
Exchange believes that applying the $100 million threshold to the 
aggregate size of the municipal bond offering rather than to individual 
maturities of the offering is appropriate in view of differences in the 
characteristics of municipal bond issuances from issuances of other 
Fixed Income Securities, as described above, while, at the same time, 
assuring that any individual municipal bond component is part of an 
offering of substantial size (i.e., at least $100 million aggregate 
size).

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 purposes of the Act. The proposed rule change is 
not intended to address competition among exchanges. The Exchange 
believes that the proposed rule change would remove a burden on 
competition for issuers of municipal bond offerings to provide that the 
Exchange's rules regarding the listing and trading of Units pursuant to 
Commentary .02 of Rule 5.2(j)(3) are evaluated on a similar basis to 
other fixed income offerings. As discussed above, because the ``deal 
size'' associated with a municipal bond offering is deemed the relevant 
basis for determining pricing and liquidity of maturity sizes of 
municipal bond components that comprise an index, the Exchange believes 
that the proposed rule change addresses the unique characteristics of 
municipal bond offerings as compared to other fixed income products in 
a manner consistent with the existing requirements of Commentary 
.02(a)(2) of Rule 5.2(j)(3).

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 up to 90 days (i) as the 
Commission may designate 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-2015-01 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2015-01. 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 such filing will also 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-2015-01 and should 
be submitted on or before February 25, 2015.
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    \20\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-02109 Filed 2-3-15; 8:45 am]
BILLING CODE 8011-01-P