[Federal Register Volume 80, Number 140 (Wednesday, July 22, 2015)]
[Notices]
[Pages 43500-43503]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-17894]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75468; File No. SR-NYSEArca-2015-25]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a 
Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade 
Shares of the iShares iBonds Dec 2021 AMT-Free Muni Bond ETF and 
iShares iBonds Dec 2022 AMT-Free Muni Bond ETF Under NYSE Arca Equities 
Rule 5.2(j)(3)

July 16, 2015.

I. Introduction

    On March 31, 2015, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') 
filed with the Securities and Exchange Commission (``Commission''), 
pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 
(``Act'' or ``Exchange Act'') \2\ and Rule 19b-4 thereunder,\3\ a 
proposed rule change to list and trade shares (``Shares'') of the 
following series of the iShares Trust: iShares iBonds Dec 2021 AMT-Free 
Muni Bond ETF and iShares iBonds Dec 2022 AMT-Free Muni Bond ETF (each 
a ``Fund'' and, collectively, the ``Funds'') under NYSE Arca Equities 
Rule 5.2(j)(3), Commentary .02. On April 14, 2015, the Exchange filed 
Amendment No. 1 to the proposed rule change, which superseded the 
original filing. The proposed rule change, as modified by Amendment No. 
1, was published for comment in the Federal Register on April 21, 
2015.\4\ On June 2, 2015, the Commission designated a longer period to 
act upon the proposed rule change.\5\ The Commission received no 
comments on the proposal. This order approves the proposed rule change, 
as modified by Amendment No. 1.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ See Securities Exchange Act Release No. 74730 (April 15, 
2015), 80 FR 22234 (``Notice'').
    \5\ See Securities Exchange Act Release No. 75093, 80 FR 32425 
(June 8, 2015). Specifically, to allow sufficient time to consider 
the proposal, the Commission designated July 20, 2015 as the date by 
which to approve or disapprove or institute proceedings to determine 
whether to disapprove the proposed rule change.
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II. The Exchange's Description of the Proposal \6\
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    \6\ Additional information regarding, among other things, the 
Shares, the Funds, investment objectives, investments, investment 
strategies, investment methodology, a discussion of the correlation 
of municipal bond instruments with common characteristics and 
supporting data, creation and redemption procedures, availability of 
information, trading rules and halts, and surveillance procedures 
can be found in the Notice and in the Registration Statements. See 
Notice, supra note 4, and Registration Statements, infra note 7 
(defining ``Registration Statements''), respectively. See also 
Exhibit 3 to the Notice.
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    NYSE Arca proposes to list and trade Shares of the Funds under NYSE 
Arca Equities Rule 5.2(j)(3), Commentary .02, which governs the listing 
and trading of Investment Company Units (``Units'') based on fixed 
income securities indexes. The Funds are two series of the iShares 
Trust (``Trust'').\7\ Blackrock Fund Advisors (``BFA'') will be the 
investment adviser for the Funds (``Adviser''). BlackRock Investments, 
LLC is the Funds' distributor.
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    \7\ With respect to the iShares iBonds Dec 2021 AMT-Free Muni 
Bond ETF, see Post-Effective Amendment No. 1,380 to the Trust's 
registration statement on Form N-1A under the Securities Act of 1933 
(15 U.S.C. 77a) (``1933 Act'') and the Investment Company Act of 
1940 (``1940 Act'') (15 U.S.C. 80a-1), dated March 26, 2015 (File 
Nos. 333-92935 and 811-09729), and, with respect to the iShares 
iBonds Dec 2022 AMT-Free Muni Bond ETF, see Post-Effective Amendment 
No. 1,381 to the Trust's registration statement on Form N-1A under 
the 1933 Act and 1940 Act, dated March 26, 2015 (File Nos. 333-92935 
and 811-09729) (each a ``Registration Statement'' and, collectively, 
the ``Registration Statements''). 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. 27608 (December 
21, 2006) (File No. 812-13208).
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A. iShares iBonds Dec 2021 AMT-Free Muni Bond ETF

    The iShares iBonds Dec 2021 AMT-Free Muni Bond ETF will seek to 
track the investment results of the S&P AMT-Free Municipal Series 
December 2021 Index\TM\ (``2021 Index''), which measures the 
performance of investment-grade, non-callable U.S. municipal bonds 
maturing after December 31, 2020 and before December 2, 2021.\8\ As of 
February 10, 2015, there were 4,217 issues in the 2021 Index.
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    \8\ The 2021 Index and the S&P AMT-Free Municipal Series 2022 
Index\TM\ (``2022 Index'') are products of S&P Dow Jones Indices 
LLC, a subsidiary of McGraw Hill Financial, Inc. (``Index 
Provider''), which is independent of the Funds and BFA. The Index 
Provider determines the composition and relative weightings of the 
securities in the 2021 Index and 2022 Index and publishes 
information regarding the market value of the 2021 Index and 2022 
Index. The Index Provider is not a broker-dealer or affiliated with 
a broker-dealer and has implemented procedures designed to prevent 
the use and dissemination of material, non-public information 
regarding the 2021 Index and 2022 Index.
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    The 2021 Index includes municipal bonds primarily from issuers that 
are state or local governments or agencies such that the interest on 
the bonds is exempt from U.S. federal income taxes and the federal 
alternative minimum tax (``AMT''). Each bond must have a rating of at 
least BBB- by Standard & Poor's Ratings Services (``S&P''), Baa3 by 
Moody's Investors Service, Inc. (``Moody's''), or BBB- by Fitch 
Ratings, Inc. (``Fitch'') and must have a minimum maturity par amount 
of $2 million to be eligible for inclusion in the 2021 Index. To remain 
in the 2021 Index, bonds must maintain a minimum par amount greater 
than or equal to $2 million as of each rebalancing date. All bonds in 
the 2021 Index will mature after December 31, 2020 and before December 
2, 2021. When a bond matures in the 2021 Index, an amount representing 
its value at maturity will be included in the 2021 Index throughout the 
remaining life of the 2021 Index, and any such amount will be assumed 
to earn a rate equal to the performance of the Standard & Poor's 
Financial Services LLC's Weekly High Grade Index, municipal tax-exempt 
notes that are not subject to federal AMT. The 2021 Index is a market 
value weighted index and is rebalanced after the market close on the 
last business day of each month.
    The Exchange submitted this proposed rule change because the 2021 
Index does not meet all of the generic listing requirements of 
Commentary .02(a) to NYSE Arca Equities Rule 5.2(j)(3) applicable to 
the listing of Units based on fixed income securities indexes. The 
Exchange represents that the 2021 Index meets all such requirements 
except for those set forth in Commentary .02(a)(2), which requires that 
components that in the aggregate account for at least 75% of the weight 
of the index each have a minimum original principal amount outstanding 
of $100 million or more. As of February 10, 2015, components of the 
2021 Index that satisfied the $100 million or more minimum original 
principal amount outstanding requirement constituted only 6.8% of the 
weight of the index.
    In general, the Fund will invest at least 80% of its assets in the 
securities of the 2021 Index, except during the last months of the 
Fund's operations, and may invest the remainder of its assets in cash, 
cash equivalents, and municipal bonds not included in the 2021 Index, 
but which BFA believes will help the Fund track the 2021 Index. In the 
last months of operation, as the bonds held by the Fund mature, the 
proceeds will not be reinvested in bonds but instead will be held in 
cash and cash equivalents. These cash equivalents may not be included 
in the 2021 Index. Around December 1, 2021, the Fund will wind up and 
terminate, and its net assets will be distributed to then-current 
shareholders.

B. iShares iBonds Dec 2022 AMT-Free Muni Bond ETF

    The iShares iBonds Dec 2022 AMT-Free Muni Bond ETF will seek to 
track

[[Page 43501]]

the investment results of the 2022 Index, which measures the 
performance of investment-grade, non-callable U.S. municipal bonds 
maturing after December 31, 2021 and before December 2, 2022. As of 
February 10, 2015, there were 3,473 issues in the 2022 Index.
    The 2022 Index includes municipal bonds primarily from issuers that 
are state or local governments or agencies such that the interest on 
the bonds is exempt from U.S. federal income taxes and the federal AMT. 
Each bond must have a rating of at least BBB- by S&P, Baa3 by Moody's, 
or BBB- by Fitch Ratings, Inc. and must have a minimum maturity par 
amount of $2 million to be eligible for inclusion in the 2022 Index. To 
remain in the 2022 Index, bonds must maintain a minimum par amount 
greater than or equal to $2 million as of each rebalancing date. All 
bonds in the 2022 Index will mature in after December 31, 2021 and 
before December 2, 2022. When a bond matures in the 2022 Index, an 
amount representing its value at maturity will be included in the 2022 
Index throughout the remaining life of the 2022 Index, and any such 
amount will be assumed to earn a rate equal to the performance of the 
Standard & Poor's Financial Services LLC's Weekly High Grade Index, 
which consists of Moody's Investment Grade-1 municipal tax-exempt notes 
that are not subject to federal AMT. The 2022 Index is a market value 
weighted index and is rebalanced after the market close on the last 
business day of each month.
    The Exchange submitted this proposed rule change because the 2022 
Index does not meet all of the generic listing requirements of 
Commentary .02(a) to NYSE Arca Equities Rule 5.2(j)(3) applicable to 
the listing of Units based on fixed income securities indexes. The 
Exchange represents that the 2022 Index meets all such requirements 
except for those set forth in Commentary .02(a)(2), which requires that 
components that in the aggregate account for at least 75% of the weight 
of the index each have a minimum original principal amount outstanding 
of $100 million or more. As of February 10, 2015, components of the 
2022 Index that satisfied the $100 million or more minimum original 
principal amount outstanding requirement constituted only 5.8% of the 
weight of the index.
    In general, the Fund will invest at least 80% of its assets in 
components of the 2022 Index, except during the last months of the 
Fund's operations, and may invest the remainder of its assets in cash, 
cash equivalents, and municipal bonds not included in the 2022 Index 
but which BFA believes will help the Fund track the 2022 Index. In the 
last months of operation, as the bonds held by the Fund mature, the 
proceeds will not be reinvested in bonds but instead will be held in 
cash and cash equivalents. These cash equivalents may not be included 
in the 2022 Index. Around December 1, 2022, the Fund will wind up and 
terminate, and its net assets will be distributed to then-current 
shareholders.

III. Discussion and Commission Findings

    After careful review, the Commission finds that the Exchange's 
proposal to list and trade the Shares is consistent with the Exchange 
Act and the rules and regulations thereunder applicable to a national 
securities exchange.\9\ In particular, the Commission finds that the 
proposed rule change is consistent with Section 6(b)(5) of the Exchange 
Act,\10\ which requires, among other things, that the Exchange's rules 
be designed to promote just and equitable principles of trade, to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, and, in general, to protect 
investors and the public interest.
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    \9\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition and 
capital formation. See 15 U.S.C. 78c(f).
    \10\ 15 U.S.C. 78f(b)(5).
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    The Commission finds that the proposal to list and trade the Shares 
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the 
Exchange Act,\11\ which sets forth Congress' finding that it is in the 
public interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations for and transactions in securities. Quotation and last sale 
information for the Shares of each Fund will be available via the 
Consolidated Tape Association high speed line. The 2021 Index and 2022 
Index values, calculated and widely disseminated at least once daily, 
as well as the components of the 2021 Index and 2022 Index and their 
percentage weighting, will be available from major market data vendors. 
The IIV for Shares of a Fund will be disseminated by one or more major 
market data vendors, updated at least every 15 seconds during the 
Exchange's Core Trading Session, which is between 9:30 a.m. to 4:00 
p.m. Eastern time, as required by NYSE Arca Equities Rule 5.2(j)(3), 
Commentary .02(c). The NAV of a Fund normally will be determined once 
daily Monday through Friday, generally as of the regularly scheduled 
close of business of the New York Stock Exchange (``NYSE'') (normally 
4:00 p.m., Eastern time) on each day that the NYSE is open for trading. 
Information regarding market price and trading volume of the Shares 
will be continually available on a real-time basis throughout the day 
on brokers' computer screens and other electronic services. Information 
regarding the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers. The Funds' Web site, www.ishares.com, will also 
include the prospectus for the Funds and additional data relating to 
NAV and other applicable quantitative information. Additionally, the 
portfolio of securities held by the Funds will be disclosed on the 
Funds' Web site. The Exchange will obtain a representation from the 
issuer of the Shares that the NAV per Share of each Fund will be 
calculated daily and that the NAV per Share will be made available to 
all market participants at the same time. The Exchange further 
represents that quotation information for investment company securities 
(excluding ETFs) may be obtained through nationally recognized pricing 
services through subscription agreements or from brokers and dealers 
who make markets in such securities, and that price information 
regarding municipal bonds, AMT-free tax-exempt municipal notes, 
variable rate demand notes and obligations, tender option bonds and 
municipal commercial paper is available from third party pricing 
services and major market data vendors. The Commission also believes 
that the proposal to list and trade the Shares is reasonably designed 
to promote fair disclosure of information that may be necessary to 
price the Shares appropriately and to prevent trading when a reasonable 
degree of transparency cannot be assured. The Exchange states that the 
Index Provider is not a broker-dealer or affiliated with a broker-
dealer and has implemented procedures designed to prevent the use and 
dissemination of material, non-public information regarding the 2021 
Index and 2022 Index. Prior to the commencement of trading, the 
Exchange will inform its Equity Trading Permit Holders in an 
Information Bulletin (``Bulletin'') of the special characteristics and 
risks associated with trading the Shares. With respect to trading 
halts, if the Exchange becomes aware that the NAV is not being 
disseminated to all market participants at the same time, it will halt 
trading in the Shares until such time as

[[Page 43502]]

the NAV is available to all market participants. In addition, the 
Exchange may consider all relevant factors in exercising its discretion 
to halt or suspend trading in the Shares of the Funds. 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. The Exchange 
represents that if the IIV, the 2021 Index value or the 2022 Index 
value are not being disseminated as required, the Exchange may halt 
trading in the overlying shares during the day in which the 
interruption to the dissemination of the IIV, the 2021 Index value or 
the 2022 Index value occurs. If the interruption to the dissemination 
of the IIV, the 2021 Index value or the 2022 Index value persists past 
the trading day in which it occurred, the Exchange will halt trading. 
Moreover, trading in the Shares 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. Trading in the Shares will be 
subject to NYSE Arca Equities Rule 7.34, which sets forth circumstances 
under which Shares may be halted. 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.\12\ FINRA, on 
behalf of the Exchange, will communicate as needed regarding trading in 
the Shares with other markets or other entities that are members of the 
Intermarket Surveillance Group (``ISG''), and FINRA may obtain trading 
information regarding trading in the Shares from such markets or 
entities. FINRA also can access data obtained from the Municipal 
Securities Rulemaking Board relating to municipal bond trading activity 
for surveillance purposes in connection with trading in the Shares. 
FINRA, on behalf of the Exchange, is able to access, as needed, trade 
information for certain fixed income securities held by a Fund reported 
to FINRA's Trade Reporting and Compliance Engine. In addition, the 
Exchange may obtain information regarding trading in the Shares from 
markets or other entities that are members of ISG or with which the 
Exchange has in place a comprehensive surveillance sharing agreement.
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    \11\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \12\ 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.
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    Based on the Exchange's representations, the Commission believes 
that both the 2021 Index and 2022 Index are sufficiently broad-based 
and liquid to deter potential manipulation. As of February 10, 2015, 
there were 4,217 issues in the 2021 Index and 3,473 issues in the 2022 
Index. In addition, the total dollar amount outstanding of issues in 
the 2021 Index was approximately $38.9 billion and the average dollar 
amount outstanding of issues in the 2021 Index was approximately $9.2 
million; and the total dollar amount outstanding of issues in the 2022 
Index was approximately $30.5 billion, and the average dollar amount 
outstanding of issues in the 2022 Index was approximately $8.8 million. 
Further, the most heavily weighted component represents 0.57% of the 
weight of the 2021 Index, and the five most heavily weight components 
represent 2.51% of the 2021 Index; and the most heavily weighted 
component represents 0.55% of the weight of the 2022 Index, and the 
five most heavily weight components represent 2.67% of the 2022 
Index.\13\
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    \13\ Commentary .02(a)(4) to NYSE Arca Equities Rule 5.2(j)(3) 
provides that no component fixed-income security (excluding Treasury 
Securities and GSE Securities, as defined therein) shall represent 
more than 30% of the weight of the index or portfolio, and the five 
most heavily weighted component fixed-income securities in the index 
or portfolio shall not in the aggregate account for more than 65% of 
the weight of the index or portfolio.
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    In support of this proposal, the Exchange has also made the 
following representations:
    (1) 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.
    (2) Except for Commentary .02(a)(2) to NYSE Arca Equities Rule 
5.2(j)(3), the 2021 Index and 2022 Index currently satisfy all of the 
generic listing standards under NYSE Arca Equities Rule 5.2(j)(3).
    (3) The continued listing standards under NYSE Arca Equities Rules 
5.2(j)(3) and 5.5(g)(2) applicable to Units shall apply to the Shares.
    (4) The Shares will comply with all other requirements applicable 
to Units including, but not limited to, requirements relating to the 
dissemination of key information such as the value of the 2021 Index 
and 2022 Index, respectively, and the IIV, rules governing the trading 
of equity securities, trading hours, trading halts, surveillance, and 
the Information Bulletin to Equity Trading Permit Holders (each as 
described in more detail herein and in the Notice and Registration 
Statements, as applicable), as set forth in Exchange rules applicable 
to Units and prior Commission orders approving the generic listing 
rules applicable to the listing and trading of Units.
    (5) Trading in the Shares will be subject to the existing trading 
surveillances, administered by FINRA on behalf of the Exchange, which 
are designed to detect violations of Exchange rules and applicable 
federal securities laws, and 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 federal securities 
laws applicable to trading on the Exchange.
    (6) For initial and/or continued listing, the Funds will be in 
compliance with Rule 10A-3 \14\ under the Act, as provided by NYSE Arca 
Equities Rule 5.3.
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    \14\ 17 CFR 240 10A-3.
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    (7) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (8) Prior to the commencement of trading, the Exchange will inform 
its Equity Trading Permit Holders in a Bulletin of the special 
characteristics and risks associated with trading the Shares. 
Specifically, the Bulletin will discuss the following: (a) The 
procedures for purchases and redemptions of Shares in Creation Unit 
aggregations (and that Shares are not individually redeemable); (b) 
NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence 
on its Equity Trading Permit Holders to learn the essential facts 
relating to every customer prior to trading the Shares; (c) the risks 
involved in trading the Shares during the Opening and Late Trading 
Sessions when an updated IIV will not be calculated or publicly 
disseminated; (d) how information regarding the IIV is disseminated; 
(e) the requirement that Equity Trading Permit Holders deliver a 
prospectus to investors purchasing newly issued Shares prior to or 
concurrently with the confirmation of a transaction; and (f) trading 
information.
    (9) A minimum of 100,000 Shares for each Fund will be outstanding 
at the commencement of trading on the Exchange.
    This approval order is based on all of the Exchange's 
representations, including those set forth above and in the Notice.
    For the foregoing reasons, the Commission finds that the proposed 
rule change, as modified by Amendment

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No. 1, is consistent with Section 6(b)(5) of the Act \15\ and the rules 
and regulations thereunder applicable to a national securities 
exchange.
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    \15\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Exchange Act, that the proposed rule change (SR-NYSEArca-2015-25), as 
modified by Amendment No. 1, is hereby approved.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-17894 Filed 7-21-15; 8:45 am]
BILLING CODE 8011-01-P