[Federal Register Volume 80, Number 140 (Wednesday, July 22, 2015)]
[Notices]
[Pages 43507-43508]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-17890]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75475; File No. SR-NYSEArca-2015-63]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating to a 
Change in the Size of a Creation Unit Applicable to Shares of the PIMCO 
Total Return Active Exchange-Traded Fund

July 16, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on July 10, 2015, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the Exchange. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange proposes to reflect a change in the size of a Creation 
Unit applicable to shares of the PIMCO Total Return Active Exchange-
Traded Fund from 100,000 Shares to at least 50,000 Shares. The Fund is 
currently listed and traded on the Exchange under NYSE Arca Equities 
Rule 8.600. The text of the proposed rule change is available on the 
Exchange's Web site at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Commission has approved a proposed rule change relating to 
listing and trading on the Exchange of shares (``Shares'') of the PIMCO 
Total Return Active Exchange-Traded Fund (``Fund'') under NYSE Arca 
Equities Rule 8.600,\4\ which governs the listing and trading of 
Managed Fund Shares.\5\ The Shares are offered by PIMCO ETF Trust (the 
``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 investment manager to the Fund is Pacific 
Investment Management Company LLC (``PIMCO'' or the ``Adviser''). The 
Fund's Shares are currently listed and traded on the Exchange under 
NYSE Arca Equities Rule 8.600.\7\
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 65988 (December 16, 
2011), 76 FR 79741 (December 22, 2011) (SR-NYSEArca-2011-95) (notice 
of filing of proposed rule change relating to listing and trading of 
Shares of the Fund on the Exchange) (``Prior Notice''); 66321 
(February 3, 2012), 77 FR 6850 (February 9, 2012) (SR-NYSEArca-2011-
95) (order approving listing and trading of Shares of the Fund on 
the Exchange) (``Prior Order'' and, together with the Prior Notice, 
the ``Prior Release''). See also Securities Exchange Act Release No. 
72666 (July 24, 2014), 79 FR 44224 (July 30, 2014) (SR-NYSEArca-
2013-122) (order approving proposed rule change relating to use of 
derivatives by the Fund).
    \5\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies. In contrast, 
an open-end investment company that issues Investment Company Units, 
listed and traded on the Exchange under NYSE Arca Equities Rule 
5.2(j)(3), seeks to provide investment results that correspond 
generally to the price and yield performance of a specific foreign 
or domestic stock index, fixed income securities index or 
combination thereof.
    \6\ The Trust is registered under the Investment Company Act of 
1940 (``1940 Act''). On October 27, 2014, the Trust filed with the 
Commission the most recent post-effective amendment to its 
registration statement under the Securities Act of 1933 (15 U.S.C. 
77a) (``1933 Act'') and under the 1940 Act relating to the Fund 
(File Nos. 333-155395 and 811-22250) (the ``Registration 
Statement''). The description of the operation of the Trust and the 
Fund herein is based, in part, on the Registration Statement. A 
change to the name of the Fund from PIMCO Total Return Exchange-
Traded Fund to PIMCO Total Return Active Exchange-Traded Fund was 
reflected in such amendment to the Registration Statement. In 
addition, the Commission has issued an order granting certain 
exemptive relief to the Trust under the 1940 Act. See Investment 
Company Act Release No. 28993 (November 10, 2009) (File No. 812-
13571) (``Exemptive Order'').
    \7\ The Trust implemented a change in the name of the Fund from 
PIMCO Total Return Exchange-Traded Fund to PIMCO Total Return Active 
Exchange-Traded Fund on October 31, 2014.
---------------------------------------------------------------------------

    According to the Registration Statement and the Prior Release, 
Shares of the Fund that trade in the secondary market are created at 
net asset value (``NAV'') by Authorized Participants only in block-size 
Creation Units of 100,000 Shares or multiples thereof.
    The Exchange proposes to reflect a change in the size of a Creation 
Unit from 100,000 Shares to at least 50,000 Shares.\8\ The size of a 
Creation Unit will be subject to change. The Exchange believes that the 
change to the size of a Creation Unit will not adversely impact 
investors or Exchange trading. A reduction in the size of a Creation 
Unit may provide potential benefits to investors by facilitating 
additional creation and redemption activity in the Shares, thereby 
potentially resulting in increased secondary market trading activity, 
tighter bid/ask spreads and narrower premiums or discounts to NAV.\9\
---------------------------------------------------------------------------

    \8\ The change to size of a Creation Unit will be effective upon 
filing with the Commission of an amendment to the Trust's 
Registration Statement on Form N-1A, and shareholders will be 
notified of such change by means of such amendment.
    \9\ The Exchange notes that the Commission has approved the 
listing and trading of other issues of Managed Fund Shares that have 
applied a minimum Creation Unit size of 50,000 shares or greater. 
See, e.g., Securities Exchange Act Release Nos. 65458 (September 30, 
2011), 76 FR 62112 (October 6, 2011) (SR-NYSEArca-2011-54) (order 
approving listing and trading of WisdomTree Dreyfus Australia and 
New Zealand Debt Fund); 66112 (January 5, 2012), 77 FR 1761 (January 
11, 2012) (SR-NYSEArca-2011-80) (order approving listing and trading 
of Rockledge SectorSAM ETF).

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

[[Page 43508]]

    The Adviser represents that the proposed change to reduce the size 
of a Creation Unit, as described above, is consistent with the Fund's 
investment objective, and will further assist the Adviser to achieve 
such investment objective. Except for the change noted above, all other 
representations made in the Prior Release remain unchanged.\10\ The 
Fund will continue to comply with all initial and continued listing 
requirements under NYSE Arca Equities Rule 8.600. The Adviser 
represents that the investment objective of the Fund is not changing.
---------------------------------------------------------------------------

    \10\ See note 4, supra. All terms referenced but not defined 
herein are defined in the Prior Release.
---------------------------------------------------------------------------

2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \11\ 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.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    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. The Exchange believes that the change to the size of a 
Creation Unit to at least 50,000 Shares will not adversely impact 
investors or Exchange trading. In addition, a reduction in the size of 
a Creation Unit may provide potential benefits to investors by 
facilitating additional creation and redemption activity in the Shares, 
thereby potentially resulting in increased secondary market trading 
activity, tighter bid/ask spreads and narrower premiums or discounts to 
NAV.

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 believes the 
proposed rule change, because of the potential increase in secondary 
market trading activity that may result from a decrease in the Creation 
Unit size for Shares of the Fund, will enhance competition among issues 
of exchange-traded funds that invest in fixed income securities.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, if consistent with 
the protection of investors and the public interest, the proposed rule 
change has become effective pursuant to Section 19(b)(3)(A) of the Act 
\12\ and Rule 19b-4(f)(6) thereunder.\13\
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission may temporarily suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act. If the Commission takes such 
action, the Commission shall institute proceedings to determine whether 
the proposed rule change should be approved or 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-NYSE-Arca-2015-63 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-2015-63. 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 also will be available 
for inspection and copying at the principal offices 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-
63, and should be submitted on or before August 12, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-17890 Filed 7-21-15; 8:45 am]
BILLING CODE 8011-01-P