[Federal Register Volume 80, Number 174 (Wednesday, September 9, 2015)]
[Notices]
[Pages 54357-54362]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-22604]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75811; File No. SR-NYSEArca-2015-01]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Amendment No. 1 to Proposed Rule Change To Amend NYSE Arca Equities 
Rule 5.2(j)(3), Commentary .02 Relating to Listing of Investment 
Company Units Based on Municipal Bond Indexes

September 2, 2015.
    On January 16, 2015, 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'' or 
``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule 
change to amend NYSE Arca Equities Rule 5.2(j)(3), Commentary .02 
relating to the listing of Investment Company Units based on municipal 
bond indexes. The proposed rule change was published for comment in the 
Federal Register on February 4, 2015.\3\ On March 19, 2015, pursuant to 
section 19(b)(2) of the Act,\4\ 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.\5\ On May 4, 2015, the Commission 
published an order instituting proceedings under section 19(b)(2)(B) of 
the Act \6\ to determine whether to approve or disapprove the proposed 
rule change.\7\ On July 30, 2015, the Commission issued a notice of 
designation of a longer period for Commission action on proceedings to 
determine whether to approve or disapprove the proposed rule change.\8\ 
The Commission has received no comment letters on the proposed rule 
change.
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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. 74175 (Jan. 29, 
2015), 80 FR 6150 (``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 74534, 80 FR 15834 
(Mar. 25, 2015). The Commission designated a longer period within 
which to take action on the proposed rule change and designated May 
5, 2015, as the date by which it should approve, disapprove, or 
institute proceedings to determine whether to disapprove the 
proposed rule change.
    \6\ 15 U.S.C. 78s(b)(2)(B).
    \7\ See Securities Exchange Act Release No. 74863 (May 4, 2015), 
80 FR 26591 (May 8, 2015) (``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.
    \8\ See Securities Exchange Act Release No. 75569, 80 FR 46627 
(Aug. 5, 2015). The Commission designated a longer period within 
which to take action on the proposed rule change and designated 
October 2, 2015 as the date by which it should approve or disapprove 
the proposed rule change.
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    Pursuant to section 19(b)(1) \9\ of the Act \10\ and Rule 19b-4 
thereunder,\11\ notice is hereby given that, on August 28, 2015, the 
Exchange filed with the Commission Amendment No. 1 to the proposed rule 
change as described in Items I and II below, which Items have been 
prepared by the Exchange.\12\ The

[[Page 54358]]

Commission is publishing this notice to solicit comments from 
interested persons on the proposed rule change, as modified by 
Amendment No. 1.
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    \9\ 15 U.S.C. 78s(b)(1).
    \10\ 15 U.S.C. 78a.
    \11\ 17 CFR 240.19b-4.
    \12\ Amendment No. 1 replaces SR-NYSEArca-2015-01 as originally 
filed and supersedes such filing in its entirety. In Amendment No. 
1, the Exchange proposes to amend NYSE Arca Equities Rule 5.2(j)(3), 
Commentary .02(a)(2) to add the following criteria for listing on 
the Exchange, pursuant to Rule 19b-4(e) under the Act, of a series 
of Investment Company Units based on an index or portfolio of only 
municipal bond components: (1) 75% of the weight of the index or 
portfolio 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; (2) the average dollar amount outstanding of components of 
the index or portfolio shall be at least $10 million; (3) each 
component of the index or portfolio shall have a minimum principal 
amount outstanding of at least $2 million; (4) the index or 
portfolio must include at least 1,000 components; and (5) the index 
or portfolio must include a minimum of 13 non-affiliated issuers. 
Additionally, in Amendment No. 1, the Exchange proposes to remove 
municipal securities from the exempted securities excluded from the 
criterion in NYSE Arca Equities Rule 5.2(j)(3), Commentary .02(a)(5) 
that an underlying index or portfolio (excluding one consisting 
entirely of exempted securities) must include a minimum of 13 non-
affiliated issuers. In Amendment No. 1, the Exchange also describes 
the bases for its proposed changes to the criteria in NYSE Arca 
Equities Rule 5.2(j)(3), Commentary .02; explains that the proposed 
criteria in proposed Commentary .02(a)(2)(B)(ii)-(v) would 
facilitate the generic listing of funds based on municipal bond 
index components that are sufficiently broad-based and liquid to 
deter manipulation; and makes technical changes to the filing.
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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'').\13\ NYSE Arca Equities Rule 
5.2(j)(3), Commentary .02 provides for listing on the Exchange pursuant 
to Rule 19b-4(e) \14\ under the Act of a series of Units with an 
underlying index or portfolio of Fixed Income Securities \15\ meeting 
specified criteria.\16\ 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.\17\
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    \13\ 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).
    \14\ 17 CFR 240.19b-4(e).
    \15\ 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.
    \16\ 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).
    \17\ 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 of the index or portfolio each shall have a 
minimum original principal amount outstanding of $100 million or 
more.\18\ The Exchange proposes to amend its generic listing criteria 
applicable to Units to better apply to the listing of Units based on 
indexes that include municipal bonds because the features of such bonds 
differ from those of most other Fixed Income Securities.\19\
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    \18\ This Amendment No. 1 to SR-NYSEArca-2015-01 replaces SR-
NYSEArca-2015-01 as originally filed and supersedes such filing in 
its entirety.
    \19\ 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) 
(``PowerShares Order''); 75468 (July 16, 2015), 80 FR 43500 (July 
22, 2015) (SR-NYSEArca-2015-25) (order approving proposed rule 
change relating to the listing and trading of 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))(``iShares 
2021/2022 Order''); 74730 (April 15, 2015), 76 FR 22234 (April 21, 
2015) (notice of proposed rule change relating to the listing and 
trading of 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), Commentary .02) (``iShares 2021/2022 
Notice''); 74730 [sic] 75376 (July 7, 2015), 80 FR 40113 (July 13, 
2015) (SR-NYSEArca-2015-18) (order approving proposed rule change 
relating to the listing and trading of Vanguard Tax-Exempt Bond 
Index Fund under NYSE Arca Equities Rule 5.2(j)(3)). 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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[[Page 54359]]

    The Exchange proposes to amend NYSE Arca Equities Rule 5.2(j)(3), 
Commentary .02(a)(2) to provide an alternative for Units based on an 
index or portfolio of municipal bond securities to the criterion that 
components that in the aggregate account for 75% of the weight of the 
index or portfolio have a minimum original principal amount outstanding 
of $100 million or more. Specifically, the Exchange proposes that, with 
respect to an index or portfolio of only municipal bond components, the 
index or portfolio shall meet the following criteria:
     75% of the weight of the index or portfolio 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 (the ``75% 
Requirement'');
     the average dollar amount outstanding of components of the 
index or portfolio shall be at least $10 million;
     each component of the index or portfolio shall have a 
minimum principal amount outstanding of at least $2 million;
     the index or portfolio must include at least 1,000 
components; and
     the index or portfolio must include a minimum of 13 non-
affiliated issuers.
    With respect to proposed Commentary .02(a)(2)(B)(i), 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 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 and is based on a 
specified project or group of projects and funded by the same revenue 
or other funding sources identified in the official statement.\20\ 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.\21\
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    \20\ 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.
    \21\ Financial information vendors provide deal size as well as 
maturity size.
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    Because the individual municipal bond components of an index may 
predominantly have an original principal amount outstanding of less 
than $100 million (although part of a municipal bond offering of $100 
million or greater), NYSE Arca Equities Rule 5.2(j)(3), Commentary .02 
would not generally permit listing under Rule 19b-4(e) of Units based 
on a municipal bond index. 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, as set forth in the applicable official 
statement, of which an index or portfolio component is part.
    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.\22\ In addition, 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; and 
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.\23\
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    \22\ Source: Standard & Poor's, available at 
www.us.spindices.com.
    \23\ Source: Barclays Capital Municipal Index Research.
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    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)(A).\24\ As stated in the iShares 2020 
Notice, for example, 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 
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.\25\ 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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    \24\ See note 19, supra.
    \25\ See also iShares 2021/2022 Notice, note 19, supra.
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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

[[Page 54360]]

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.
    With respect to the criteria in proposed Commentary 
.02(a)(2)(B)(ii) through (v), the Exchange believes such criteria would 
limit generic listing of funds based on municipal bond index components 
that are sufficiently broad-based and liquid to deter potential 
manipulation of the Units. In particular, the proposed requirement that 
the average dollar amount outstanding of components be at least $10 
million is comparable to the average dollar amount outstanding for 
index components of municipal bond indexes underlying funds previously 
approved by the Commission for Exchange trading.\26\ The Exchange, in 
proposing the listing of these other funds, believed they would not be 
readily susceptible to manipulation and such funds are currently 
trading in a fair and orderly manner. Similarly, the proposed 
requirements that each component have a minimum principal amount 
outstanding of at least $2 million, combined with the 75% Requirement, 
would assure that individual maturities within an index or portfolio be 
of substantial size. The substantial size of a large proportion of 
components in the index or portfolio further deters the susceptibility 
of the Units to manipulation. Finally, the proposed requirement that an 
index or portfolio include at least 1,000 components and include a 
minimum of 13 non-affiliated issuers is comparable to the number of 
index components of municipal bond indexes underlying funds previously 
approved by the Commission for Exchange trading \27\ and the current 
requirement in Commentary .02(a)(5).\28\ These requirements would 
effectively require that index or portfolio components have a total 
dollar amount outstanding of at least $10 billion, which, would limit 
listing of Units under the [sic] Rule 19b-4(e) to those based on 
underlying indexes of substantial size and multiple securities.
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    \26\ See, e.g., 2021/2022 Order and PowerShares Order, note 19, 
supra.
    \27\ See, e.g., PowerShares Order, note 19, supra.
    \28\ The Exchange notes that an index or portfolio underlying a 
series of Units also would be required to meet the requirement of 
NYSE Arca Equities Rule 5.2(j)(3), Commentary .02(a)(4) that ``[n]o 
component fixed-income security (excluding Treasury Securities and 
GSE Securities) 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 addition, because the Exchange's proposed alternative listing 
criteria for Units based on municipal bond indexes or portfolios would 
require a minimum of 13 non-affiliated issuers, the Exchange proposes 
to change NYSE Arca Equities Rule 5.2(j)(3), Commentary .02(a)(5) \29\ 
so that municipal securities could not be among the exempted securities 
in an index or portfolio underlying a Unit that is not subject to the 
minimum 13 non-affiliated issuer requirement.
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    \29\ NYSE Arca Equities Rule 5.2(j)(3), Commentary .02(a)(5) 
provides that an underlying index or portfolio (excluding one 
consisting entirely of exempted securities) must include a minimum 
of 13 non-affiliated issuers. Municipal securities are exempted 
securities under Section 3(a)(12)(A) of the Act.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with section 6(b) \30\ of the Act, in general, and furthers the 
objectives of section 6(b)(5),\31\ 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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    \30\ 15 U.S.C. 78f(b).
    \31\ 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 would 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.\32\ With respect to proposed Commentary 
.02(a)(2)(B)(i), 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. 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.\33\ 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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    \32\ See note 19, supra.
    \33\ See iShares 2018 Notice, iShares 2020 Notice and iShares 
2021/2022 Notice, note 19, supra.
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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 
would 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) would better accommodate listing of Units based on

[[Page 54361]]

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), for an index or portfolio of municipal 
bond components that does not meet the requirement that components that 
in the aggregate account for least 75% of the weight of the index or 
portfolio each shall have a minimum original principal amount 
outstanding of $100 million or more, 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 
would help ensure that a substantial percentage of the applicable index 
components are liquid. The proposed requirement that the average dollar 
amount outstanding of components be at least $10 million is comparable 
to the average dollar amount outstanding for index components of 
municipal bond indexes underlying funds previously approved by the 
Commission for Exchange trading.\34\
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    \34\ See, e.g., 2021/2022 Order and PowerShares Order, note 19, 
supra.
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    The proposed requirement that that [sic] each component have a 
minimum principal amount outstanding of at least $2 million, combined 
with the 75% Requirement, would assure that individual maturities 
within an index or portfolio be of substantial size. The proposed 
requirement that an index or portfolio include at least 1,000 
components is comparable to the number of index components of municipal 
bond indexes underlying funds previously approved by the Commission for 
Exchange trading.\35\ Such requirement would effectively require that 
index or portfolio components have a total dollar amount outstanding of 
at least $10 billion, which would facilitate listing of Units based on 
underlying indexes of substantial size. The proposed requirement that 
an index or portfolio include a minimum of 13 non-affiliated issuers, 
which is based on the existing requirement in Commentary .02(a)(5), 
would facilitate generic listing of Units that are diversified and 
broad-based.
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    \35\ See, e.g., PowerShares Order, note 19, supra.
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    Finally, the proposed amendment to NYSE Arca Equities Rule 
5.2(j)(3), Commentary .02(a)(5) to exclude municipal securities from 
the types of exempted securities in an index or portfolio that is 
excepted from the requirement that an index or portfolio underlying a 
Unit have at least 13 non-affiliated issuers would require that the 
index or portfolio include a minimum of 13 non-affiliated issuers as 
set forth in proposed Commentary .02(a)(2)(B)(v).
    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 would 
facilitate the listing and trading of additional types of exchange-
traded funds that hold municipal bonds pursuant to the generic listing 
criteria of NYSE Arca Equities Rule 5.2(j)(3), Commentary .02, and thus 
would 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 
current Rule 5.2(j)(3), Commentary .02(a)(2). 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). In 
addition, the Exchange believes that the proposed criteria in proposed 
Commentary .02(a)(2)(B)(ii) through (v) would facilitate generic 
listing of funds based on municipal bond index components that are 
sufficiently broad-based and liquid to deter potential manipulation.

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

    The Exchange does not believe that the proposed rule change would 
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. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as modified by Amendment No. 1, 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

[[Page 54362]]

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 
September 21, 2015.\36\
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    \36\ The Commission believes that a 10-day comment period is 
reasonable, given the requirement that the Commission act on the 
proposed rule change by October 2, 2015. A 10-day period will 
provide adequate time for comment. See supra notes 7 and 8.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\37\
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    \37\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-22604 Filed 9-8-15; 8:45 am]
 BILLING CODE 8011-01-P