[Federal Register Volume 81, Number 101 (Wednesday, May 25, 2016)]
[Notices]
[Pages 33291-33299]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-12242]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77861; File No. SR-NYSEArca-2016-67]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating to the Listing and Trading of Shares 
of the Natixis Seeyond International Minimum Volatility ETF Under NYSE 
Arca Equities Rule 8.600

May 19, 2016.
    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 May 5, 2016, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III 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 Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the Natixis 
Seeyond International Minimum Volatility ETF under NYSE Arca Equities 
Rule 8.600 (``Managed Fund Shares). The proposed rule change is 
available on the Exchange's Web site at www.nyse.com,

[[Page 33292]]

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
    The Exchange proposes to list and trade shares (''Shares'') of the 
following under NYSE Arca Equities Rule 8.600, which governs the 
listing and trading of Managed Fund Shares: \4\ Natixis Seeyond 
International Minimum Volatility ETF (``Fund'').\5\
---------------------------------------------------------------------------

    \4\ 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.
    \5\ The Commission has previously approved listing and trading 
on the Exchange of a number of actively managed funds under Rule 
8.600. See, e.g., Securities Exchange Act Release Nos. 57801 (May 8, 
2008), 73 FR 27878 (May 14, 2008) (SR-NYSEArca-2008-31) (order 
approving Exchange listing and trading of twelve actively-managed 
funds of the WisdomTree Trust); 62502 (July 15, 2010), 75 FR 42471 
(July 21, 2010) (SR-NYSEArca-2010-57) (order approving listing and 
trading of AdviserShares WCM/BNY Mellon Focused Growth ADR ETF); 
63076 (October 12, 2010), 75 FR 63874 (October 18, 2010) (SR-
NYSEArca-2010-79) (order approving listing and trading of Cambria 
Global Tactical ETF); 71540 (February 12, 2014), 79 FR 9515 
(February 19, 2014) (SR-NYSEArca-2013-138) (order approving listing 
and trading of shares of the iShares Enhanced International Large-
Cap ETF and iShares Enhanced International Small-Cap ETF).
---------------------------------------------------------------------------

    The Shares will be offered by Natixis ETF Trust (the ``Trust''), 
which is registered with the Commission as an open-end management 
investment company.\6\ NGAM Advisors, L.P. will serve as the investment 
adviser and administrator to the Fund (the ``Adviser'' or 
``Administrator''). Natixis Asset Management U.S., LLC (``Natixis AM 
US'') will serve as the Fund's sub-adviser (``Sub-Adviser''). State 
Street Bank and Trust Company (the ``Custodian'' or ``Transfer Agent'') 
will serve as custodian and transfer agent for the Fund.
---------------------------------------------------------------------------

    \6\ The Trust is registered under the 1940 Act. On March 14, 
2016, the Trust filed with the Commission its initial registration 
statement on Form N-1A under the Securities Act of 1933 (15 U.S.C. 
77a) (``Securities Act''), and under the 1940 Act relating to the 
Fund (File Nos. 333-210156 and 811-23146) (``Registration 
Statement''). The description of the operation of the Trust and the 
Fund herein is based, in part, on the Registration Statement. In 
addition, the Commission has issued an order granting certain 
exemptive relief to the Trust under the1940 Act. See Investment 
Company Act Release No. 30654 (August 20, 2013) (File No. 812-13942-
02) (``Exemptive Order'').
---------------------------------------------------------------------------

    Commentary .06 to Rule 8.600 provides that, if the investment 
adviser to the investment company issuing Managed Fund Shares is 
affiliated with a broker-dealer, such investment adviser shall erect a 
``fire wall'' between the investment adviser and the broker-dealer with 
respect to access to information concerning the composition and/or 
changes to such investment company portfolio. In addition, Commentary 
.06 further requires that personnel who make decisions on the open-end 
fund's portfolio composition must be subject to procedures designed to 
prevent the use and dissemination of material nonpublic information 
regarding the open-end fund's portfolio.\7\ Commentary .06 to Rule 
8.600 is similar to Commentary .03(a)(i) and (iii) to NYSE Arca 
Equities Rule 5.2(j)(3); however, Commentary .06 in connection with the 
establishment of a ``fire wall'' between the investment adviser and the 
broker-dealer reflects the applicable open-end fund's portfolio, not an 
underlying benchmark index, as is the case with index-based funds. The 
Adviser and Sub-Adviser are not a registered broker-dealer but are 
affiliated with a broker-dealer and have implemented a ``fire wall'' 
with respect to such broker-dealer regarding access to information 
concerning the composition and/or changes to the Fund's portfolio. In 
the event (a) the Adviser or any sub-adviser becomes registered as a 
broker-dealer or newly affiliated with a broker-dealer, or (b) any new 
adviser or sub-adviser is a registered broker-dealer or becomes 
affiliated with a broker-dealer, it will implement a fire wall with 
respect to its relevant personnel or broker-dealer affiliate regarding 
access to information concerning the composition and/or changes to the 
portfolio, and will be subject to procedures designed to prevent the 
use and dissemination of material non-public information regarding such 
portfolio.
---------------------------------------------------------------------------

    \7\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, the Adviser and Sub-Adviser and their related 
personnel are subject to the provisions of Rule 204A-1 under the 
Advisers Act relating to codes of ethics. This Rule requires 
investment advisers to adopt a code of ethics that reflects the 
fiduciary nature of the relationship to clients as well as 
compliance with other applicable securities laws. Accordingly, 
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with 
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under 
the Advisers Act makes it unlawful for an investment adviser to 
provide investment advice to clients unless such investment adviser 
has (i) adopted and implemented written policies and procedures 
reasonably designed to prevent violation, by the investment adviser 
and its supervised persons, of the Advisers Act and the Commission 
rules adopted thereunder; (ii) implemented, at a minimum, an annual 
review regarding the adequacy of the policies and procedures 
established pursuant to subparagraph (i) above and the effectiveness 
of their implementation; and (iii) designated an individual (who is 
a supervised person) responsible for administering the policies and 
procedures adopted under subparagraph (i) above.
---------------------------------------------------------------------------

Principal Investments
    According to the Registration Statement, the Fund will seek long-
term capital appreciation with less volatility than international 
equity markets.
    Under normal circumstances,\8\ the Fund will invest primarily in 
non-U.S. equity securities, which are the following: Common stocks and 
``Depositary Receipts''.\9\ The Fund may

[[Page 33293]]

invest in companies of any size and typically will invest in a number 
of different countries throughout the world. The Fund's investments may 
include non-U.S. equity securities traded ``over-the-counter'' 
(``OTC'') as well as those traded on a U.S. or foreign securities 
exchange. The portfolio may also be exposed to currencies other than 
the U.S. dollar.
---------------------------------------------------------------------------

    \8\ The term ``under normal circumstances'' includes, but is not 
limited to, the absence of extreme volatility or trading halts in 
the securities markets or the financial markets generally; 
circumstances under which the Fund's investments are made for 
temporary defensive purposes; operational issues causing 
dissemination of inaccurate market information; or force majeure 
type events such as systems failure, natural or man-made disaster, 
act of God, armed conflict, act of terrorism, riot or labor 
disruption or any similar intervening circumstance.
    \9\ Depositary Receipts are instruments issued by banks that 
represent an interest in equity securities held by arrangement with 
the bank. Depositary receipts can be either ``sponsored'' or 
``unsponsored.'' Sponsored depositary receipts are issued by banks 
in cooperation with the issuer of the underlying equity securities. 
Unsponsored depositary receipts are arranged without involvement by 
the issuer of the underlying equity securities and, therefore, less 
information about the issuer of the underlying equity securities may 
be available and the price may be more volatile than in the case of 
sponsored depositary receipts. American Depositary Receipts 
(``ADRs'') are depositary receipts that are bought and sold in the 
United States and are typically issued by a U.S. bank or trust 
company which evidence ownership of underlying securities by a 
foreign corporation. Investments in common stock of foreign 
corporations may be in the form of ADRs and Global Depositary 
Receipts (``GDRs'') (collectively ``Depositary Receipts''). 
Depositary Receipts are receipts, typically issued by a bank or 
trust company, which evidence ownership of underlying securities 
issued by a foreign corporation. For ADRs, the depository is 
typically a U.S. financial institution and the underlying securities 
are issued by a foreign issuer. For other Depositary Receipts, the 
depository may be a foreign or a U.S. entity, and the underlying 
securities may have a foreign or a U.S. issuer. Depositary Receipts 
will not necessarily be denominated in the same currency as their 
underlying securities. Generally, ADRs, in registered form, are 
designed for use in the U.S. securities market. GDRs are tradable 
both in the United States and in Europe and are designed for use 
throughout the world. Not more than 10% of the Fund's assets will be 
invested in non-exchange-listed ADRs.
---------------------------------------------------------------------------

    When building and managing the Fund's portfolio, the Sub-Adviser 
will employ both quantitative and qualitative factors in an effort to 
identify securities that demonstrate lower volatility and, in 
combination with other securities, reduce the Fund's overall volatility 
relative to the developed international equity market. In assessing the 
following three quantitative factors, the Sub-Adviser will consider 
both long and short term time horizons that it believes will enable the 
Fund to reduce overall volatility: (1) The volatility of each 
individual equity security; (2) the correlation of each individual 
equity security to all other equity securities in the Fund's investment 
universe, as defined by international developed market equities; and 
(3) the weight of each equity security within the portfolio.
    Through a qualitative assessment the Sub-Adviser will review a 
range of factors including company specific risks as well as overall 
portfolio construction and implementation considerations. Taken 
together, the quantitative and qualitative process seeks to generate 
returns while lowering overall portfolio volatility.
    The Sub-Adviser will construct the Fund's portfolio using a three 
step process, described below. The Sub-Adviser first will conduct a 
preliminary review of the equity securities within the investment 
universe, as defined by international developed market equities. 
Developed markets are economies that the Adviser believes are generally 
recognized to be fully developed markets, as measured by gross national 
income, financial market capitalization and/or other factors. This 
initial filtering is designed to exclude dual listings and eliminate 
stocks that the Sub-Adviser believes have insufficient history, 
liquidity and country-specific risk, such as corporate actions, mergers 
or acquisitions.
    In seeking to minimize the overall volatility of the Fund, the Sub-
Adviser will construct a portfolio that is systematically guided by 
proprietary quantitative analysis, which makes an assessment of 
historical volatilities and correlations within the investment universe 
and then estimates which combination of such stocks has the potential 
to display the lowest overall portfolio volatility.
    The Sub-Adviser then will actively manage the portfolio by 
continuously monitoring for changes in volatility, liquidity and 
individual risk factors with the goal of avoiding detrimental risk 
concentration. The Sub-Adviser may sell a security when it believes 
that a security has acquired substantial exposure to a specific risk 
factor.
Other Investments
    While the Fund, under normal circumstances, will invest primarily 
(more than 50% of its assets) in non-U.S. equity securities, as 
described above, the Fund will invest its remaining assets in the 
securities and financial instruments described below.
    The Fund may invest in certificates of deposit (certificates 
representing the obligation of a bank to repay funds deposited with it 
for a specified period of time), time deposits (non-negotiable deposits 
maintained in a bank for a specified period of time up to seven days at 
a stated interest rate), and bankers' acceptances (credit instruments 
evidencing the obligation of a bank to pay a draft drawn on it by a 
customer).
    The Fund also may purchase U.S. dollar-denominated obligations 
issued by foreign branches of domestic banks or foreign branches of 
foreign banks (``Eurodollar'' obligations) and domestic branches of 
foreign banks (``Yankee dollar'' obligations).
    The Fund may invest in the following U.S. government securities: 
U.S. Treasury Bills; U.S. Treasury Notes and Bonds; U.S. Treasury 
Floating Rate Notes; and Treasury Inflation-Protected Securities 
(``TIPS'').
    The Fund may invest in other investment companies, including 
exchange-traded funds (``ETFs'').\10\ Investments in investment 
companies are typically subject to limitations prescribed by the 1940 
Act.
---------------------------------------------------------------------------

    \10\ For purposes of this filing, ETFs consist of Investment 
Company Units (as described in NYSE Arca Equities Rule 5.2(j)(3)); 
Portfolio Depositary Receipts (as described in NYSE Arca Equities 
Rule 8.100; and Managed Fund Shares (as described in NYSE Arca 
Equities Rule 8.600). All ETFs will be listed and traded in the U.S. 
on a national securities exchange. While the Fund may invest in 
inverse ETFs, the Fund will not invest in leveraged (e.g., 2X, -2X, 
3X or -3X) ETFs.
---------------------------------------------------------------------------

    The Fund may invest in preferred stock traded on a U.S. or foreign 
exchange or OTC.
    The Fund may invest in U.S. or foreign exchange-traded real estate 
investment trusts (``REITs''), which are pooled investment vehicles 
that invest primarily in either real estate or real estate-related 
loans.
    The Fund may invest in registered closed-end investment companies 
that invest in foreign securities.
    The Fund may invest in foreign debt securities. Foreign debt 
securities may include securities of issuers organized or headquartered 
outside the U.S. as well as obligations of supranational entities. The 
non-U.S. securities in which the Fund may invest, all or a portion of 
which may be non-U.S. dollar-denominated, may include, among other 
investments: (i) Debt obligations issued or guaranteed by non-U.S. 
national, provincial, state, municipal or other governments or by their 
agencies or instrumentalities, including ``Brady Bonds''; (ii) debt 
obligations of supranational entities; (iii) debt obligations of the 
U.S. government issued in non-dollar securities; (iv) debt obligations 
and other fixed-income securities of foreign corporate issuers; and (v) 
non-U.S. dollar-denominated securities of U.S. corporate issuers.
    The Fund may engage in foreign currency transactions for both 
hedging and investment purposes. Foreign securities in the Fund's 
portfolio may be denominated in foreign currencies or traded in 
securities markets in which settlements are made in foreign currencies.
    To protect against a change in the foreign currency exchange rate 
between the date on which the Fund contracts to purchase or sell a 
security and the settlement date for the purchase or sale, to gain 
exposure to one or more foreign currencies or to ``lock in'' the 
equivalent of a dividend or interest payment in another currency, the 
Fund might purchase or sell a foreign currency on a spot (i.e., cash) 
basis at the prevailing spot rate.
    The Fund may enter into repurchase agreements.
    The Fund may invest in money market instruments. Money market 
instruments are high-quality, short-term

[[Page 33294]]

securities. The Fund's money market investments at the time of purchase 
(other than U.S. government securities and repurchase agreements 
relating thereto) generally will be rated at the time of purchase in 
the two highest short-term rating categories as rated by a major credit 
agency or, if unrated, will be of comparable quality as determined by 
the Sub-Adviser. The Fund may invest in instruments of lesser quality 
and do not have any minimum credit quality restriction.
    The Fund may invest in U.S. equity securities (other than 
Depositary Receipts) that are traded on a U.S. exchange or OTC.
    To reduce the risk of changes in interest rates and securities 
prices, the Fund may purchase securities on a forward commitment or 
when-issued or delayed delivery basis, which means delivery and payment 
take place a number of days after the date of the commitment to 
purchase.
Net Asset Value
    According to the Registration Statement, a Share's NAV will be 
determined at the close of regular trading on the New York Stock 
Exchange (``NYSE'') on the days the NYSE is open for trading, normally 
at 4:00 p.m., Eastern time. Fund securities and other investments for 
which market quotations are readily available will be valued at market 
value. The Fund may use independent pricing services recommended by the 
Adviser and approved by the Board of Trustees to obtain market 
quotations.
    Fund securities and other investments will be valued at market 
value based on market quotations obtained or determined by independent 
pricing services recommended by the Adviser and approved by the Board 
of Trustees. Fund securities and other investments for which market 
quotations are not readily available, or which are deemed to be 
unreliable by the Adviser, will be valued at fair value as determined 
in good faith by the Adviser pursuant to procedures approved by the 
Board of Trustees, as described below. Market value will be determined 
as follows:
    Exchange-listed equity securities will be valued at the last sale 
price quoted on the exchange where they are traded most extensively or, 
if there is no reported sale during the day, the closing bid quotation. 
Securities traded on the NASDAQ Global Select Market, NASDAQ Global 
Market and NASDAQ Capital Market are valued at the NASDAQ Official 
Closing Price (``NOCP''), or if lacking an NOCP, at the most recent bid 
quotations on the applicable NASDAQ Market. OTC equity securities will 
be valued at the last sale price quoted in the market where they are 
traded most extensively or, if there is no reported sale during the 
day, the closing bid quotation as reported by an independent pricing 
service. If there is no sale price or closing bid quotation available 
unlisted equity securities will be valued using evaluated bids 
furnished by an independent pricing service, if available. In some 
foreign markets, an official close price and a last sale price may be 
available from the foreign exchange or market. In those cases, the 
official close price is used. Valuations from foreign markets are 
subject to the Fund's fair value policies described below.
    Eurodollar obligations, Yankee dollar obligations, U.S. government 
securities, money market instruments, repurchase agreements, foreign 
debt securities, certificates of deposit, time deposits, and bankers' 
acceptances, will be valued based on evaluated bids furnished to the 
Fund by an independent pricing service using market information, 
transactions for comparable securities and various relationships 
between securities, if available, or bid prices obtained from broker-
dealers.
    Foreign denominated assets and liabilities will be translated into 
U.S. dollars based upon foreign exchange rates supplied by an 
independent pricing service. Fund securities and other investments for 
which market quotations are not readily available will be valued at 
fair value as determined in good faith by the Adviser pursuant to 
procedures approved by the Board of Trustees. The Fund may also value 
securities and other investments at fair value in other circumstances 
such as when extraordinary events occur after the close of a foreign 
market but prior to the close of the NYSE. This may include situations 
relating to a single issuer (such as a declaration of bankruptcy or a 
delisting of the issuer's security from the primary market on which it 
has traded) as well as events affecting the securities markets in 
general (such as market disruptions or closings and significant 
fluctuations in U.S. and/or foreign markets).
    Fair value pricing may require subjective determinations about the 
value of a security, and fair values used to determine the Fund's NAV 
may differ from quoted or published prices, or from prices that are 
used by others, for the same securities. In addition, the use of fair 
value pricing may not always result in adjustments to the prices of 
securities held by the Fund. Valuations for securities traded in the 
OTC market may be based on factors such as market information, 
transactions for comparable securities, and various relationships 
between securities or bid prices obtained from broker-dealers. 
Evaluated prices from an independent pricing service may require 
subjective determinations and may be different than actual market 
prices or prices provided by other pricing services.
    Trading in some of the portfolio securities or other investments of 
the Fund takes place in various markets outside the United States on 
days and at times other than when the NYSE is open for trading. 
Therefore, the calculation of the Fund's NAV does not take place at the 
same time as the prices of many of its portfolio securities or other 
investments are determined, and the value of the Fund's portfolio may 
change on days when the Fund is not open for business and its shares 
may not be purchased or redeemed.
    Investment company securities that are not exchange-traded will be 
valued at NAV.
Creation and Redemption of Shares
    According to the Registration Statement, Shares of the Fund will be 
``created'' at NAV by market makers, large investors and institutions 
only in block-size ``Creation Units'' of 50,000 Shares or multiples 
thereof. The size of a Creation Unit is subject to change. Each 
``creator'' or ``Authorized Participant'' will enter into an authorized 
participant agreement with the Fund's distributor.
    A creation transaction, which is subject to acceptance by the 
Fund's distributor, generally takes place when an Authorized 
Participant deposits into the Fund a designated portfolio of securities 
(including any portion of such securities for which cash may be 
substituted) and a specified amount of cash approximating the holdings 
of the Fund in exchange for a specified number of creation units.
    Similarly, Shares can be redeemed only in Creation Units, generally 
for a designated portfolio of securities (including any portion of such 
securities for which cash may be substituted) held by the Fund and a 
specified amount of cash. Except when aggregated in Creation Units, 
Shares will not be redeemable by the Fund.
    The prices at which creations and redemptions occur are based on 
the next calculation of NAV after a creation or redemption order is 
received in an acceptable form under the Authorized Participant 
agreement.
    Only an Authorized Participant may create or redeem creation units 
directly with the Fund.

[[Page 33295]]

    Creations and redemptions must be made through a firm that is 
either a member of the Continuous Net Settlement System of the National 
Securities Clearing Corporation or a DTC participant and has executed 
an agreement with the Fund's distributor with respect to creations and 
redemptions of Creation Units.
    The consideration for purchase of Creation Units generally will 
consist of Deposit Securities and the Cash Component, which will 
generally correspond pro rata, to the extent practicable, to the Fund 
securities, or, as permitted by the Fund, the Cash Deposit. Together, 
the Deposit Securities and the Cash Component or, alternatively, the 
Cash Deposit, constitute the ``Fund Deposit,'' which represents the 
minimum initial and subsequent investment amount for a Creation Unit of 
the Fund. The portfolio of securities required may, in certain limited 
circumstances, be different than the portfolio of securities the Fund 
will deliver upon redemption of Fund Shares.
    The function of the Cash Component is to compensate for any 
differences between the NAV per Creation Unit and the ``Deposit 
Amount'' (as defined below). The Cash Component would be an amount 
equal to the difference between the NAV of the shares (per Creation 
Unit) and the ``Deposit Amount,'' which is an amount equal to the 
market value of the Deposit Securities. If the Cash Component is a 
positive number (the NAV per Creation Unit exceeds the Deposit Amount), 
the Authorized Participant will deliver the Cash Component. If the Cash 
Component is a negative number (the NAV per Creation Unit is less than 
the Deposit Amount), the Authorized Participant will receive the Cash 
Component. Computation of the Cash Component excludes any stamp duty or 
other similar fees and expenses payable upon transfer of beneficial 
ownership of the Deposit Securities, which shall be the sole 
responsibility of the Authorized Participant. The Cash Component may 
also include a ``Dividend Equivalent Payment,'' which enables the Fund 
to make a complete distribution of dividends on the next dividend 
payment date. State Street Bank and Trust Company, through the National 
Securities Clearing Corporation (``NSCC''), will make available on each 
business day, prior to the opening of business (subject to amendments) 
on the Exchange (currently 9:30 a.m., Eastern time), the identity and 
the required number of each Deposit Security and the amount of the Cash 
Component to be included in the current Fund Deposit (based on 
information at the end of the previous business day).
    Shares may be redeemed only in Creation Units at their NAV next 
determined after receipt of a redemption request in proper form on a 
business day and only through a Participating Party or DTC Participant 
who has executed a Participant Agreement. State Street, through the 
NSCC, will make available immediately prior to the opening of business 
on the Exchange (currently 9:30 a.m., Eastern time) on each business 
day, the identity of the Fund's securities and/or an amount of cash 
that will be applicable (subject to possible amendment or correction) 
to redemption requests received in proper form on that day. All orders 
are subject to acceptance by the Transfer Agent. The Fund's securities 
received on redemption will generally correspond pro rata, to the 
extent practicable, to such Fund's securities. The Fund's securities 
received on redemption (``Fund Securities'') may not be identical to 
Deposit Securities that are applicable to creations of Creation Units.
    Unless cash only redemptions are available or specified for the 
Fund, the redemption proceeds for a Creation Unit will generally 
consist of Fund Securities--as announced on the business day of the 
request for a redemption order received in proper form--plus cash in an 
amount equal to the difference between the NAV of the shares being 
redeemed, as next determined after a receipt of a request in proper 
form, and the value of the Fund Securities, less the redemption 
transaction fee and variable fees described below.\11\ Notwithstanding 
the foregoing, the Trust will substitute a ``cash-in-lieu'' amount to 
replace any Fund Security that is a non-deliverable instrument. The 
Trust may permit a ``cash-in-lieu'' amount for any reason at the 
Trust's sole discretion but is not required to do so. The amount of 
cash paid out in such cases will be equivalent to the value of the 
instrument listed as a Fund Security. In the event that the Fund 
Securities have a value greater than the NAV of the shares, a 
compensating cash payment equal to the difference.
---------------------------------------------------------------------------

    \11\ The Adviser represents that, to the extent the Trust 
effects the creation or redemption of Shares in cash, such 
transactions will be effected in the same manner for all Authorized 
Participants.
---------------------------------------------------------------------------

    The right of redemption may be suspended or the date of payment 
postponed with respect to the Fund: (i) For any period during which the 
Exchange is closed (other than customary weekend and holiday closings); 
(ii) for any period during which trading on the Exchange is suspended 
or restricted; (iii) for any period during which an emergency exists as 
a result of which disposal by the Fund of securities it owns or 
determination of the Fund's NAV is not reasonably practicable; or (iv) 
in such other circumstances as permitted by the Commission.
Investment Restrictions
    As a temporary defensive measure, the Fund may hold any portion of 
its assets in cash (U.S. dollars, foreign currencies or multinational 
currency units) and/or invest in money market instruments or high-
quality debt securities as it deems appropriate.
    The Fund intends to maintain the required level of diversification 
and otherwise conduct its operations so as to qualify as a ``regulated 
investment company'' for purposes of the Internal Revenue Code of 
1986.\12\
---------------------------------------------------------------------------

    \12\ 26 U.S.C. 851.
---------------------------------------------------------------------------

    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment). The 
Fund will monitor its portfolio liquidity on an ongoing basis to 
determine whether, in light of current circumstances, an adequate level 
of liquidity is being maintained, and will consider taking appropriate 
steps in order to maintain adequate liquidity if, through a change in 
values, net assets, or other circumstances, more than 15% of the Fund's 
net assets are held in illiquid assets. Illiquid assets include 
securities subject to contractual or other restrictions on resale and 
other instruments that lack readily available markets as determined in 
accordance with Commission staff guidance.\13\
---------------------------------------------------------------------------

    \13\ The Commission has stated that long-standing Commission 
guidelines have required open-end funds to hold no more than 15% of 
their net assets in illiquid securities and other illiquid assets. 
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 
14618 (March 18, 2008), footnote 34. See also, Investment Company 
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 
1970) (Statement Regarding ``Restricted Securities''); Investment 
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio 
security is illiquid if it cannot be disposed of in the ordinary 
course of business within seven days at approximately the value 
ascribed to it by the fund. See Investment Company Act Release No. 
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting 
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act 
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) 
(adopting Rule 144A under the 1933 Act).
---------------------------------------------------------------------------

    The Fund will not invest in options, futures or swaps.
    The Fund's investments will be consistent with the Fund's 
investment objective and will not be used to

[[Page 33296]]

enhance leverage. That is, while the Fund will be permitted to borrow 
as permitted under the 1940 Act, the Fund's investments will not be 
used to seek performance that is the multiple or inverse multiple 
(i.e., 2Xs and 3Xs) of the Fund's primary broad-based securities 
benchmark index (as defined in Form N-1A).\14\
---------------------------------------------------------------------------

    \14\ The Fund's broad-based securities benchmark index will be 
identified in a future amendment to the Registration Statement 
following the Fund's first full calendar year of performance.
---------------------------------------------------------------------------

Availability of Information
    The Fund's Web site, which will be publicly available prior to the 
public offering of Shares, will include a form of the prospectus for 
the Fund that may be downloaded. The Fund's Web site will include 
additional quantitative information updated on a daily basis, 
including, for the Fund (1) daily trading volume, the prior business 
day's reported closing price, NAV and mid-point of the bid/ask spread 
at the time of calculation of such NAV (the ``Bid/Ask Price''),\15\ and 
a calculation of the premium and discount of the Bid/Ask Price against 
the NAV, and (2) data in chart format displaying the frequency 
distribution of discounts and premiums of the daily Bid/Ask Price 
against the NAV, within appropriate ranges, for each of the four 
previous calendar quarters. On each business day, before commencement 
of trading in Shares in the Core Trading Session on the Exchange, the 
Fund will disclose on its Web site the Disclosed Portfolio as defined 
in NYSE Arca Equities Rule 8.600(c)(2) that will form the basis for the 
Fund's calculation of NAV at the end of the business day.\16\
---------------------------------------------------------------------------

    \15\ The Bid/Ask Price of Shares of the Fund will be determined 
using the midpoint of the highest bid and the lowest offer on the 
Exchange as of the time of calculation of the Fund's NAV. The 
records relating to Bid/Ask Prices will be retained by the Fund and 
their service providers.
    \16\ Under accounting procedures followed by the Fund, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T + 1''). Accordingly, the 
Fund will be able to disclose at the beginning of the business day 
the portfolio that will form the basis for the NAV calculation at 
the end of the business day.
---------------------------------------------------------------------------

    On a daily basis, the Fund will disclose for each portfolio 
security or other financial instrument of the Fund the following 
information on the Fund's Web site: Ticker symbol (if applicable), name 
of security and financial instrument, number of shares and dollar value 
of financial instruments held in the portfolio, and percentage 
weighting of the security and financial instrument in the portfolio. 
The Web site information will be publicly available at no charge.
    In addition, a basket composition file, which includes the security 
names and share quantities required to be delivered in exchange for the 
Fund's Shares, together with estimates and actual cash components, will 
be publicly disseminated daily prior to the opening of the NYSE via 
NSCC. The basket represents one Creation Unit of the Fund.
    In order to provide additional information regarding the indicative 
value of Shares of the Fund, the Exchange or a market data vendor will 
disseminate every 15 seconds through the facilities of the Consolidated 
Tape Association, or through other widely disseminated means, an 
updated IIV for the Fund as calculated by an information provider or 
market data vendor.
    The Fund's IIV will be based on the current market value of the 
Fund's portfolio holdings that will form the basis of the Fund's 
calculation of NAV at the end of the business day as disclosed on the 
Fund's Web site prior to the business day's commencement of trading.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), the Fund's Shareholder Reports, and the Trust's 
Form N-CSR and Form N-SAR, filed twice a year. The Trust's SAI and 
Shareholder Reports are available free upon request from the Trust, and 
those documents and the Form N-CSR and Form N-SAR may be viewed on-
screen or downloaded from the Commission's Web site at www.sec.gov. 
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. Quotation and last sale information for the 
Shares will be available via the Consolidated Tape Association 
(``CTA'') high-speed line. With respect to U.S. exchange-listed equity 
securities, the intra-day, closing and settlement prices of common 
stocks and exchange-traded equity securities (including shares of 
preferred securities, closed-end funds, REITs and U.S. exchange-listed 
Depositary Receipts) will be readily available from the national 
securities exchanges trading such securities, automated quotation 
systems, published or other public sources, or on-line information 
services such as Bloomberg or Reuters. With respect to non-U.S. 
exchange-listed equity securities, intra-day, closing and settlement 
prices of common stocks and other equity securities (including shares 
of preferred securities, and non-U.S. Depositary Receipts), will be 
available from the foreign exchanges on which such securities trade as 
well as from major market data vendors. Pricing information regarding 
each asset class in which the Fund will invest will generally be 
available through nationally recognized data service providers through 
subscription arrangements. Quotation information from brokers and 
dealers or pricing services will be available for Eurodollar 
obligations, Yankee dollar obligations, U.S. government securities, 
repurchase agreements, money market instruments, foreign debt 
securities, certificates of deposit, time deposits, and bankers' 
acceptances; unsponsored Depositary Receipts; and spot currency 
transactions held by the Fund. In addition, IIV,\17\ which is the 
Portfolio Indicative Value as defined in NYSE Arca Equities Rule 8.600 
(c)(3), will be widely disseminated at least every 15 seconds during 
the Exchange's Core Trading Session by one or more major market data 
vendors.\18\ The dissemination of the IIV, together with the Disclosed 
Portfolio, will allow investors to determine the value of the 
underlying portfolio of the Fund on a daily basis and to provide a 
close estimate of that value throughout the trading day.
---------------------------------------------------------------------------

    \17\ The IIV calculation will be an estimate of the value of the 
Fund's NAV per Share using market data converted into U.S. dollars 
at the current currency rates. The IIV price will be based on quotes 
and closing prices from the securities' local market and may not 
reflect events that occur subsequent to the local market's close. 
Premiums and discounts between the IIV and the market price of the 
Shares may occur. This should not be viewed as a ``real-time'' 
update of the NAV per Share of the Fund, which will be calculated 
only once a day.
    \18\ Currently, it is the Exchange's understanding that several 
major market data vendors display and/or make widely available IIVs 
taken from CTA or other data feeds.
---------------------------------------------------------------------------

Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of the Fund.\19\ Trading in Shares of the Fund 
will be halted if the circuit breaker parameters in NYSE Arca Equities 
Rule 7.12 have been reached. 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. These may include: (1) The 
extent to which trading is not occurring in the securities and/or the 
financial instruments comprising the Disclosed Portfolio of the Fund; 
or (2) whether other unusual conditions or

[[Page 33297]]

circumstances detrimental to the maintenance of a fair and orderly 
market are present. Trading in the Shares will be subject to NYSE Arca 
Equities Rule 8.600(d)(2)(D), which sets forth circumstances under 
which Shares of the Fund may be halted.
---------------------------------------------------------------------------

    \19\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

Trading Rules
    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. Shares will trade on 
the NYSE Arca Marketplace from 4:00 a.m. to 8:00 p.m. Eastern time in 
accordance with NYSE Arca Equities Rule 7.34 (Opening, Core, and Late 
Trading Sessions). The Exchange has appropriate rules to facilitate 
transactions in the Shares during all trading sessions. As provided in 
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price 
variation (``MPV'') for quoting and entry of orders in equity 
securities traded on the NYSE Arca Marketplace is $0.01, with the 
exception of securities that are priced less than $1.00 for which the 
MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing 
criteria under NYSE Arca Equities Rule 8.600. The Exchange represents 
that, for initial and/or continued listing, the Fund will be in 
compliance with Rule 10A-3 \20\ under the Act, as provided by NYSE Arca 
Equities Rule 5.3. A minimum of 100,000 Shares for the Fund will be 
outstanding at the commencement of trading on the Exchange. The 
Exchange will obtain a representation from the issuer of the Shares 
that the NAV per Share will be calculated daily and that the NAV and 
the Disclosed Portfolio will be made available to all market 
participants at the same time.
---------------------------------------------------------------------------

    \20\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Exchange or 
Financial Industry Regulatory Authority (``FINRA'') on behalf of the 
Exchange, which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\21\ The Exchange represents that 
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.
---------------------------------------------------------------------------

    \21\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, will communicate 
as needed regarding trading in the Shares and certain exchange-traded 
securities underlying the Shares with other markets and other entities 
that are members of the Intermarket Surveillance Group (``ISG''), and 
the Exchange or FINRA, on behalf of the Exchange, may obtain trading 
information regarding trading in the Shares and certain exchange-traded 
securities underlying the Shares from such markets and other entities. 
In addition, the Exchange may obtain information regarding trading in 
the Shares and certain exchange-traded securities underlying the Shares 
from markets and other entities that are members of ISG or with which 
the Exchange has in place a comprehensive surveillance sharing 
agreement.\22\ The Exchange is able to access from FINRA, as needed, 
trade information for certain fixed income securities held by the Fund 
reported to FINRA's Trade Reporting and Compliance Engine (``TRACE'').
---------------------------------------------------------------------------

    \22\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio for the Fund may trade on markets that are 
members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    Not more than 10% of the net assets of the Fund in the aggregate 
invested in equity securities (other than non-exchange-traded 
investment company securities) shall consist of equity securities whose 
principal market is not a member of the ISG or is a market with which 
the Exchange does not have a comprehensive surveillance sharing 
agreement.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolio, (b) limitations on portfolio 
holdings or reference assets, or (c) the applicability of Exchange 
rules and surveillance procedures shall constitute continued listing 
requirements for listing the Shares on the Exchange.
    The issuer has represented to the Exchange that it will advise the 
Exchange of any failure by the Fund to comply with the continued 
listing requirements, and, pursuant to its obligations under Section 
19(g)(1) of the Act, the Exchange will monitor for compliance with the 
continued listing requirements. If the Fund is not in compliance with 
the applicable listing requirements, the Exchange will commence 
delisting procedures under NYSE Arca Equities Rule 5.5(m).
Information Bulletin
    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. Specifically, the Bulletin will discuss the following: (1) The 
procedures for purchases and redemptions of Shares in Creation Unit 
aggregations (and that Shares are not individually redeemable); (2) 
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; (3) the risks 
involved in trading the Shares during the Opening and Late Trading 
Sessions when an updated Portfolio Indicative Value will not be 
calculated or publicly disseminated; (4) how information regarding the 
Portfolio Indicative Value and the Disclosed Portfolio is disseminated; 
(5) 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 (6) trading 
information.
    In addition, the Bulletin will reference that the Fund is subject 
to various fees and expenses described in the Registration Statement. 
The Bulletin will discuss any exemptive, no-action, and interpretive 
relief granted by the Commission from any rules under the Act. The 
Bulletin will also disclose that the NAV for the Shares will be 
calculated after 4:00 p.m. Eastern time each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \23\ 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

[[Page 33298]]

impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.600. The Exchange has in place surveillance procedures that are 
adequate to properly monitor trading in the Shares in all trading 
sessions and to deter and detect violations of Exchange rules and 
applicable federal securities laws. The Adviser has implemented a 
``fire wall'' with respect to its affiliated broker-dealer regarding 
access to information concerning the composition and/or changes to the 
Fund's portfolio. The Exchange or FINRA, on behalf of the Exchange, 
will communicate as needed regarding trading in the Shares and certain 
exchange-traded securities underlying the Shares with other markets and 
other entities that are members of the ISG, and the Exchange or FINRA, 
on behalf of the Exchange, may obtain trading information regarding 
trading in the Shares and certain exchange-traded securities underlying 
the Shares from such markets and other entities. In addition, the 
Exchange may obtain information regarding trading in the Shares and 
certain exchange-traded securities underlying the Shares from markets 
and other entities that are members of ISG or with which the Exchange 
has in place a CSSA. The Exchange is able to access from FINRA, as 
needed, trade information for certain fixed income securities held by 
the Fund reported to FINRA's TRACE. The Fund may hold up to an 
aggregate amount of 15% of its net assets in illiquid assets 
(calculated at the time of investment. The Fund will not invest in 
options, futures or swaps. The Fund's investments will be consistent 
with its investment objective and will not be used to enhance leverage.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that the Exchange will obtain a representation from the issuer of the 
Shares that the NAV per Share will be calculated daily and that the NAV 
and the Disclosed Portfolio will be made available to all market 
participants at the same time. In addition, a large amount of 
information is publicly available regarding the Fund and the Shares, 
thereby promoting market transparency. The Fund's portfolio holdings 
will be disclosed on its Web site daily after the close of trading on 
the Exchange and prior to the opening of trading on the Exchange the 
following day. Moreover, the IIV will be widely disseminated by one or 
more major market data vendors at least every 15 seconds during the 
Exchange's Core Trading Session. Not more than 10% of the net assets of 
the Fund in the aggregate invested in equity securities (other than 
non-exchange-traded investment company securities) shall consist of 
equity securities whose principal market is not a member of the ISG or 
is a market with which the Exchange does not have a comprehensive 
surveillance sharing agreement. On each business day, before 
commencement of trading in Shares in the Core Trading Session on the 
Exchange, the Fund will disclose on its Web site the Disclosed 
Portfolio that will form the basis for the Fund's calculation of NAV at 
the end of the business day. 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, and quotation and last sale information will be 
available via the CTA high-speed line. The Web site for the Fund will 
include a form of the prospectus for the Fund and additional data 
relating to NAV and other applicable quantitative information. 
Moreover, prior to the commencement of trading, the Exchange will 
inform its Equity Trading Permit Holders in an Information Bulletin of 
the special characteristics and risks associated with trading the 
Shares. Trading in Shares of the Fund 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, and trading in the 
Shares will be subject to NYSE Arca Equities Rule 8.600(d)(2)(D), which 
sets forth circumstances under which Shares of the Fund may be halted. 
The intra-day, closing and settlement prices of the portfolio 
securities are also readily available from the national securities 
exchanges trading such securities, automated quotation systems, 
published or other public sources, or on-line information services. In 
addition, as noted above, investors will have ready access to 
information regarding the Fund's holdings, the IIV, the Disclosed 
Portfolio, and quotation and last sale information for the Shares.
    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 in that it will facilitate the listing and trading of 
an additional type of actively-managed exchange-traded product that 
will enhance competition among market participants, to the benefit of 
investors and the marketplace. As noted above, the Exchange has in 
place surveillance procedures relating to trading in the Shares and may 
obtain information via ISG from other exchanges that are members of ISG 
or with which the Exchange has entered into a comprehensive 
surveillance sharing agreement. In addition, as noted above, investors 
will have ready access to information regarding the Fund's holdings, 
the IIV, the Disclosed Portfolio, and quotation and last sale 
information for the Shares.

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 notes that the 
proposed rule change will facilitate the listing and trading of an 
actively-managed exchange-traded product that will principally hold non 
U.S. equity securities and that will enhance competition among market 
participants, to the benefit of investors and the marketplace.

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 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.

[[Page 33299]]

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-2016-67 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-2016-67. 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 the filing also will be available 
for inspection and copying at the principal offices of the Exchange and 
on its Internet Web site at www.nyse.com. 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-2016-67, and should be 
submitted on or before June 15, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
---------------------------------------------------------------------------

    \24\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-12242 Filed 5-24-16; 8:45 am]
 BILLING CODE 8011-01-P