[Federal Register Volume 77, Number 187 (Wednesday, September 26, 2012)]
[Notices]
[Pages 59227-59231]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-23633]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-67894; File No. SR-BATS-2012-033]
Self-Regulatory Organizations; BATS Exchange, Inc.; Order
Granting Approval of Proposed Rule Change, as Modified by Amendment No.
1 Thereto, To List and Trade Shares of the iShares Short Maturity Bond
Fund
September 20, 2012.
I. Introduction
On July 27, 2012, BATS Exchange, Inc. (``Exchange'' or ``BATS'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
list and trade shares (``Shares'') of the iShares Short Maturity Bond
Fund (``Fund''). The proposed rule change was published for comment in
the Federal Register on August 8, 2012.\3\ The Commission received no
comments on the proposal. On September 14, 2012, the Exchange filed
Amendment No. 1 to the proposed rule change.\4\ This order grants
approval of the proposed rule change, as modified by Amendment No. 1.
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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. 67583 (August 2,
2012), 77 FR 47461 (``Notice'').
\4\ Amendment No. 1 reflects a change to the name of the Fund,
from ``iShares Ultrashort Duration Bond Fund'' to ``iShares Short
Maturity Bond Fund,'' and a revision to the citation to the
Registration Statement, a corresponding amendment to which was filed
with the Commission on September 4, 2012. In Amendment No. 1, the
Exchange states that all other representations in the proposed rule
change remain as stated therein and no other changes are being made.
Because Amendment No. 1 is technical in nature and does not
materially alter the substance of the proposed rule change,
Amendment No. 1 is not subject to notice and comment.
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[[Page 59228]]
II. Description of the Proposed Rule Change
The Exchange proposes to list and trade the Shares of the Fund
pursuant to BATS Rule 14.11(i), which governs the listing and trading
of Managed Fund Shares on the Exchange. The Shares will be offered by
iShares U.S. ETF Trust (``Trust''), which was established as a Delaware
statutory trust on June 21, 2011.\5\ BlackRock Fund Advisors is the
investment adviser (``Adviser'') to the Fund.\6\ BlackRock Financial
Management, Inc. serves as sub-adviser for the Fund (``Sub-
Adviser'').\7\ State Street Bank and Trust Company is the
administrator, custodian, and transfer agent for the Trust. BlackRock
Investments, LLC (``Distributor'') serves as the distributor for the
Trust. The Exchange represents the Adviser and Sub-Adviser are both
affiliated with multiple broker-dealers, and both the Adviser and Sub-
Adviser have implemented fire walls with respect to such broker-dealers
regarding access to information concerning the composition and/or
changes to the Fund's portfolio.\8\
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\5\ The Trust is registered as an open-end investment company
under the Investment Company Act of 1940 (``1940 Act''). On
September 4, 2012, the Trust filed with the Commission Amendment No.
1 to Registration Statement on Form N-1A under the Securities Act of
1933 and under the 1940 Act relating to the Fund (File Nos. 333-
179904 and 811-22649) (``Registration Statement''). In addition, the
Exchange notes that the Commission has issued an order granting
certain exemptive relief to the Trust under the 1940 Act. See
Investment Company Act Release No. 29571 (January 24, 2011) (File
No. 812-13601) (``Exemptive Order'').
\6\ BlackRock Fund Advisors is an indirect wholly owned
subsidiary of BlackRock, Inc.
\7\ The Adviser manages the Fund's investments and its business
operations subject to the oversight of the Board of Trustees of the
Trust (``Board''). While the Adviser is ultimately responsible for
the management of the Fund, it is able to draw upon the trading,
research, and expertise of its asset management affiliates for
portfolio decisions and management with respect to portfolio
securities. The Adviser also has ongoing oversight responsibility.
The Sub-Adviser, subject to the supervision and oversight of the
Adviser and the Board, is responsible for day-to-day management of
the Fund and, as such, typically makes all decisions with respect to
portfolio holdings.
\8\ See BATS Rule 14.11(i)(7). The Exchange represents further
that, in the event (a) the Adviser or the Sub-Adviser becomes newly
affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser becomes affiliated with a broker-dealer, it will implement a
fire wall with respect to such broker-dealer 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.
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Description of the Fund and the Shares
The Fund will seek to maximize current income. To achieve its
objective, the Fund will invest, under normal circumstances,\9\ at
least 80% of its net assets in a diversified portfolio of U.S. dollar-
denominated investment grade fixed income securities (``Fixed Income
Securities''). The Fund will not be a money market fund and thus will
not seek to maintain a stable net asset value of $1.00 per Share. In
the absence of normal circumstances, the Fund may temporarily depart
from its normal investment process, provided that such departure is, in
the opinion of the portfolio management team of the Fund, consistent
with the Fund's investment objective and in the best interest of the
Fund. For example, the Fund may hold a higher than normal proportion of
its assets in cash in response to adverse market, economic, or
political conditions.
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\9\ The term ``under normal circumstances'' includes, but is not
limited to, the absence of adverse market, economic, political, or
other conditions, including extreme volatility or trading halts in
the fixed income markets or the financial markets generally;
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.
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The Fund will hold Fixed Income Securities of at least 13 non-
affiliated issuers.
The Fund will not purchase the securities of issuers conducting
their principal business activity in the same industry if, immediately
after the purchase and as a result thereof, the value of the Fund's
investments in that industry would equal or exceed 25% of the current
value of the Fund's total assets, provided that this restriction does
not limit the Fund's: (i) Investments in securities of other investment
companies; (ii) investments in securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities; or (iii)
investments in repurchase agreements collateralized by U.S. government
securities.
The Fund intends to qualify each year as a regulated investment
company (``RIC'') under Subchapter M of the Internal Revenue Code of
1986, as amended. The Fund will invest its assets, and otherwise
conduct its operations, in a manner that is intended to satisfy the
qualifying income, diversification, and distribution requirements
necessary to establish and maintain RIC qualification under Subchapter
M. The Fund will not invest in non-U.S. equity securities.
Fixed Income Securities
The Fund intends to achieve its investment objective by investing,
under normal circumstances, at least 80% of its net assets in a
diversified portfolio of U.S. dollar-denominated investment grade Fixed
Income Securities, rated a minimum of BBB- or higher by Standard &
Poor's Financial Services LLC and/or Fitch Inc., or Baa3 or higher by
Moody's Investors Service, Inc., or, if unrated, determined by the
portfolio management team of the Fund to be of equivalent quality.
Fixed Income Securities will primarily include fixed and floating
rate debt securities of varying maturities, such as corporate \10\ and
government bonds, agency securities,\11\ instruments of non-U.S.
issuers, municipal bonds, money market instruments,\12\ and investment
companies that invest in such Fixed Income Securities. The Adviser or
its affiliates may advise the money market funds and investment
companies in which the Fund may
[[Page 59229]]
invest, in accordance with the 1940 Act. The Fund may invest up to 5%
of its net assets in Fixed Income Securities and instruments of issuers
that are domiciled in emerging market countries.
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\10\ While the Fund is permitted to invest without restriction
in corporate bonds, the Adviser expects that, under normal market
conditions, the Fund will generally seek to invest in corporate bond
issuances that have at least $100 million par amount outstanding in
developed countries and at least $200 million par amount outstanding
in emerging market countries.
\11\ While the Fund is permitted to invest without restriction
in agency securities, the Adviser expects that, under normal market
conditions, the Fund will generally not seek to invest more than 50%
of the Fund's assets in agency securities. ``Agency securities'' for
these purposes generally includes securities issued by the following
entities: Government National Mortgage Association (Ginnie Mae),
Federal National Mortgage Association (Fannie Mae), Federal Home
Loan Banks (FHLBanks), Federal Home Loan Mortgage Corporation
(Freddie Mac), Farm Credit System (FCS) Farm Credit Banks (FCBanks),
Student Loan Marketing Association (Sallie Mae), Resolution Funding
Corporation (REFCORP), Financing Corporation (FICO), and the Farm
Credit System (FCS) Financial Assistance Corporation (FAC). Agency
securities can include, but are not limited to, mortgage-backed
securities.
\12\ While the Fund will invest at least 80% of its net assets
in a diversified portfolio of U.S. dollar-denominated investment
grade Fixed Income Securities, the Adviser expects that, under
normal circumstances, the Fund also intends to invest in money
market securities (as described below) in a manner consistent with
its investment objective in order to help manage cash flows in and
out of the Fund, such as in connection with payment of dividends or
expenses, and to satisfy margin requirements, to provide collateral
or to otherwise back investments in derivative instruments. For
these purposes, money market securities include: Short-term, high-
quality obligations issued or guaranteed by the U.S. Treasury or the
agencies or instrumentalities of the U.S. government; Short-term,
high-quality securities issued or guaranteed by non-U.S.
governments, agencies, and instrumentalities; repurchase agreements
backed by U.S. government securities; money market mutual funds;
commercial paper; and deposits and other obligations of U.S. and
non-U.S. banks and financial institutions. All money market
securities acquired by the Fund will be rated investment grade. The
Fund does not intend to invest in any unrated money market
securities. However, it may do so, to a limited extent, such as
where a rated money market security becomes unrated, if such money
market security is determined by the Adviser or the Sub-Adviser to
be of comparable quality.
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The Fund will invest in asset-backed and mortgage-backed Fixed
Income Securities.\13\ Asset-backed securities are fixed-income
securities that are backed by a pool of assets, usually loans such as
installment sale contracts or credit card receivables. Mortgage-backed
securities are asset-backed securities based on a particular type of
asset, a mortgage. There is a wide variety of mortgage-backed
securities involving commercial or residential, fixed-rate or
adjustable rate mortgages, and mortgages issued by banks or government
agencies. Most transactions in fixed-rate mortgage pass-through
securities occur through standardized contracts for future delivery in
which the exact mortgage pools to be delivered are not specified until
a few days prior to settlement, known as TBA transactions. The Fund may
enter into such contracts on a regular basis. The Fund, pending
settlement of such contracts, will invest the relevant assets in high-
quality, liquid short-term instruments, including shares of money
market funds affiliated with the Adviser. Collateralized mortgage
obligations (``CMOs'') are Fixed Income Securities that are backed by
cash flows from pools of mortgages. CMOs may have multiple classes with
different payment rights and protections.
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\13\ Although the Fund has not established a fixed limit to the
amount of asset-backed and/or mortgage-backed debt securities in
which it will invest, as noted above, at least 80% of the Fund's net
assets will be, under normal circumstances, invested in U.S. dollar-
denominated investment grade Fixed Income Securities, including
asset-backed and/or mortgage-backed debt securities. Neither high-
yield asset-backed securities nor high-yield mortgage-backed
securities are included in the Fund's principal investment
strategies. The liquidity of a security, especially in the case of
asset-backed and mortgage-backed debt securities, is a substantial
factor in the Fund's security selection process.
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The Fund's investments will be consistent with the Fund's
investment objective and will not be used to enhance leverage. Under
normal circumstances, the effective duration of the Fund's portfolio is
expected to be one year or less, as calculated by the Adviser.\14\
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\14\ Effective duration is a measure of the potential
responsiveness of a bond or portfolio price to small parallel shifts
in interest rates. When measured across a portfolio, the effective
duration of a portfolio is equivalent to the average portfolio
duration.
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Other Portfolio Holdings
In addition to money market securities in which the Fund invests as
part of its principal investment strategies, as described above, the
Fund may invest in money market securities in a manner consistent with
its investment objective in order to help manage cash flows in and out
of the Fund, such as in connection with payment of dividends or
expenses, and to satisfy margin requirements, to provide collateral or
to otherwise back investments in derivative instruments.
The Fund may hold up to an aggregate amount of 15% of its net
assets in illiquid securities (calculated at the time of investment),
including Rule 144A securities. 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 securities.
Pursuant to the Exemptive Order, the Fund will not invest in swap
agreements, futures contracts, or option contracts. The Fund will also
not invest in convertible securities or preferred stock, but may invest
in currency forwards for hedging against foreign currency exchange rate
risk and/or trade settlement purposes.
Additional information regarding the Trust, Shares, and the Fund,
including investment strategies, risks, creation and redemption
procedures, fees and expenses, portfolio holdings and disclosure
policies, distributions, taxes, and reports to be distributed to
beneficial owners of the Shares can be found in the Notice and the
Registration Statement, as applicable.\15\ Information can also be
found on the Web site for the Fund (www.iShares.com).
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\15\ See supra notes 3 and 5, respectively.
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III. Discussion and Commission's Findings
The Commission has carefully reviewed the proposed rule change and
finds that it is consistent with the requirements of Section 6 of the
Act \16\ and the rules and regulations thereunder applicable to a
national securities exchange.\17\ In particular, the Commission finds
that the proposal is consistent with Section 6(b)(5) of the Act,\18\
which requires, among other things, that the Exchange's rules be
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, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest. The Commission notes that
the Fund and the Shares must comply with the requirements of BATS Rule
14.11(i) to be listed and traded on the Exchange.
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\16\ 15 U.S.C. 78f.
\17\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\18\ 15 U.S.C. 78f(b)(5).
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The Commission finds that the proposal to list and trade the Shares
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the
Act,\19\ which sets forth Congress' finding that it is in the public
interest and appropriate for the protection of investors and the
maintenance of fair and orderly markets to assure the availability to
brokers, dealers, and investors of information with respect to
quotations for, and transactions in, securities. Quotation and last-
sale information for the Shares will be available on the facilities of
the Consolidated Tape Association (``CTA''). The Intraday Indicative
Value (``IIV''), which will be based upon the current value for the
components of the Disclosed Portfolio, will be updated and widely
disseminated by one or more major market data vendors at least every 15
seconds during the Exchange's Regular Trading Hours.\20\ On each
business day, before commencement of trading in Shares during Regular
Trading Hours, the Fund will disclose on its Web site the Disclosed
Portfolio that will form the basis for the Fund's calculation of Net
Asset Value (``NAV'') at the end of the business day.\21\ The NAV of
the Fund's Shares generally will be calculated once daily Monday
through Friday as of the close of regular trading on the New York Stock
Exchange, generally 4:00 p.m. Eastern Time. Additionally, information
regarding market price and volume of the Shares will be continually
available on a real-time basis throughout the day on brokers' computer
screens and other electronic services. The previous day's
[[Page 59230]]
closing price and trading volume information for the Shares will also
be published daily in the financial section of newspapers. Intraday,
executable price quotations on Fixed Income Securities and other assets
are available from major broker-dealer firms. Such intraday price
information is also available through subscription services, such as
Bloomberg, Thomson Reuters, and International Data Corporation, which
can be accessed by authorized participants and other investors. The Web
site for the Fund will include a form of the prospectus for the Fund,
additional data relating to NAV, and other applicable quantitative
information.
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\19\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
\20\ According to the Exchange, several major market data
vendors display and/or make widely available IIVs published via the
CTA or other data feeds. In addition, the quotations of certain of
the Fund's holdings may not be updated during U.S. trading hours if
such holdings do not trade in the United States or if updated prices
cannot be ascertained.
\21\ The Disclosed Portfolio will include, as applicable, the
names, quantity, percentage weighting, and market value of Fixed
Income Securities and other assets held by the Fund, and the
characteristics of such assets. The Web site information will be
publicly available at no charge.
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The Commission further believes that the proposal to list and trade
the Shares is reasonably designed to promote fair disclosure of
information that may be necessary to price the Shares appropriately and
to prevent trading when a reasonable degree of transparency cannot be
assured. The Commission notes 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.\22\
Trading in the Shares also will be subject to BATS Rule
14.11(i)(4)(B)(iv), which sets forth circumstances under which Shares
of the Fund may be halted.\23\ The Exchange may halt trading in the
Shares if trading is not occurring in the securities and/or the
financial instruments comprising the Disclosed Portfolio of the Fund,
or if other unusual conditions or circumstances detrimental to the
maintenance of a fair and orderly market are present.\24\ Further, the
Commission notes that the Reporting Authority that provides the
Disclosed Portfolio must implement and maintain, or be subject to,
procedures designed to prevent the use and dissemination of material,
non-public information regarding the actual components of the
portfolio.\25\ The Exchange states that it prohibits the distribution
of material, non-public information by its employees. The Exchange also
states that the Adviser and Sub-Adviser are both affiliated with
multiple broker-dealers, and both the Adviser and Sub-Adviser have
implemented fire walls with respect to such broker-dealers regarding
access to information concerning the composition and/or changes to the
Fund's portfolio.\26\ Moreover, the Exchange represents that it is able
to obtain information via the Intermarket Surveillance Group (``ISG'')
from other exchanges that are members of ISG or with which the Exchange
has in place a comprehensive surveillance sharing agreement.
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\22\ See BATS Rule 14.11(i)(4)(A)(ii).
\23\ See BATS Rule 14.11(i)(4)(B)(iv).
\24\ See BATS Rule 14.11(i)(4)(B)(iii) (providing additional
considerations for the suspension of trading in or removal from
listing of Managed Fund Shares on the Exchange). 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. The Exchange will halt trading in the Shares under the
conditions specified in BATS Rule 11.18. 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.
\25\ See BATS Rule 14.11(i)(4)(B)(ii)(B).
\26\ See supra note 8 and accompanying text. The Commission
notes that an investment adviser to an open-end fund is required to
be registered under the Investment Advisers Act of 1940 (``Advisers
Act''). As a result, the Adviser, 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.
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The Exchange further represents that the Shares are deemed to be
equity securities, thus rendering trading in the Shares subject to the
Exchange's existing rules governing the trading of equity securities.
In support of this proposal, the Exchange has made representations,
including:
(1) The Shares will be subject to BATS Rule 14.11(i), which sets
forth the initial and continued listing criteria applicable to Managed
Fund Shares.
(2) The Exchange has appropriate rules to facilitate transactions
in the Shares during all trading sessions.
(3) The Exchange's surveillance procedures applicable to derivative
products, which include Managed Fund Shares, are adequate to properly
monitor the trading of the Shares on the Exchange during all trading
sessions and to deter and detect violations of Exchange rules and
applicable federal securities laws.
(4) Prior to the commencement of trading, the Exchange will inform
its members in an Information Circular (``Circular'') of the special
characteristics and risks associated with trading the Shares.
Specifically, the Circular will discuss the following: (a) The
procedures for purchases and redemptions of Shares in Creation Units
(and that Shares are not individually redeemable); (b) BATS Rule 3.7,
which imposes suitability obligations on Exchange members with respect
to recommending transactions in the Shares to customers; (c) how
information regarding the IIV is disseminated; (d) the risks involved
in trading the Shares during the Pre-Opening \27\ and After Hours
Trading Sessions \28\ when an updated IIV will not be calculated or
publicly disseminated; (e) the requirement that members deliver a
prospectus to investors purchasing newly issued Shares prior to or
concurrently with the confirmation of a transaction; and (f) trading
information.
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\27\ The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m.
Eastern Time.
\28\ The After Hours Trading Session is from 4:00 p.m. to 5:00
p.m. Eastern Time.
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(5) For initial and/or continued listing, the Fund must be in
compliance with Rule 10A-3 under the Act.\29\
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\29\ See 17 CFR 240.10A-3.
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(6) The Fund may hold up to an aggregate amount of 15% of its net
assets in illiquid securities (calculated at the time of investment),
including Rule 144A securities. 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 securities.
(7) Pursuant to the Exemptive Order, the Fund will not invest in
swap agreements, futures contracts, or option contracts.
(8) The Fund's investments will be consistent with the Fund's
investment objective and will not be used to enhance leverage.
(9) The Fund will not invest in non-U.S. equity securities.
(10) A minimum of 100,000 Shares will be outstanding at the
commencement of trading on the Exchange.
This approval order is based on all of the Exchange's representations
and description of the Fund, including those set forth above and in the
Notice.
For the foregoing reasons, the Commission finds that the proposed
[[Page 59231]]
rule change is consistent with Section 6(b)(5) of the Act \30\ and the
rules and regulations thereunder applicable to a national securities
exchange.
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\30\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\31\ that the proposed rule change (SR-BATS-2012-033), as modified
by Amendment No. 1 thereto, be, and it hereby is, approved.
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\31\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\32\
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\32\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-23633 Filed 9-25-12; 8:45 am]
BILLING CODE 8011-01-P