[Federal Register Volume 79, Number 246 (Tuesday, December 23, 2014)]
[Notices]
[Pages 77069-77075]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-29969]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-73857; File No. SR-NYSEArca-2014-139]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change Relating to Shares of the iShares California
AMT-Free Muni Bond ETF and iShares New York AMT-Free Muni Bond ETF
December 17, 2014.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on December 3, 2014, NYSE Arca, Inc. (the ``Exchange'' or
``NYSE Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which have been prepared by the self-regulatory organization.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C.78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
The Exchange proposes a rule change relating to shares of the
following series of Investment Company Units that are currently listed
and traded on the Exchange under NYSE Arca Equities Rule 5.2(j)(3):
iShares California AMT-Free Muni Bond ETF and iShares New York AMT-Free
Muni Bond ETF. The text of the proposed rule change is available on the
Exchange's Web site at www.nyse.com, at the principal office of the
Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange currently lists and trades shares (``Shares'') of the
iShares California AMT-Free Muni Bond ETF (``CA Fund'') and iShares New
York AMT-Free Muni Bond ETF (``NY Fund'' and, together with the CA
Fund, the ``Funds'') \4\ under NYSE Arca Equities Rule 5.2(j)(3),
Commentary .02, which governs the listing and trading of Investment
Company Units (``Units'') based on fixed income securities indexes.\5\
The Funds are series of the iShares Trust (``Trust'').\6\
---------------------------------------------------------------------------
\4\ On June 24, 2014, the Trust filed an amendment to its
registration statement on Form N-1A under the Securities Act of 1933
(15 U.S.C. 77a) (``1933 Act'') and the Investment Company Act of
1940 (``1940 Act'') (15 U.S.C. 80a-1) (File Nos. 333-92935 and 811-
09729) (the ``Registration Statement''). The description of the
operation of the Trust and the Funds herein is based, in part, on
the Registration Statement. The Commission has issued an order
granting certain exemptive relief to the Trust under the 1940 Act.
See Investment Company Act Release No. 27608 (December 21, 2006)
(File No. 812-13208) (``Exemptive Order'').
\5\ The Funds were initially listed on the American Stock
Exchange, Inc. (``Amex'') (now NYSE MKT) on October 4, 2007 pursuant
to the generic listing criteria of Amex Rule 1000A. On October 6,
2008, the listings transferred from the Amex to NYSE Arca, which
changes were effected pursuant to NYSE Arca Equities Rule 5.2(j)(3),
Commentary .02.
\6\ The Commission previously has approved a proposed rule
change relating to listing and trading on the Exchange of Units
based on municipal bond indexes. See Securities Exchange Act Release
No. 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). 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 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 two
actively managed funds of the PIMCO ETF Trust that 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 PIMCO Short-Term Municipal Bond
Strategy Fund and PIMCO Intermediate Municipal Bond Strategy Fund,
among others).
---------------------------------------------------------------------------
Blackrock Fund Advisors is the investment adviser (``BFA'' or
``Adviser'') for the Funds.\7\ Blackrock Investments, LLC. is the
Funds' distributor (``Distributor''). State Street Bank and Trust
Company is the administrator, custodian and fund accounting and
transfer agent for each Fund.
---------------------------------------------------------------------------
\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 its 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.
---------------------------------------------------------------------------
Changes to Indexes Underlying the Funds
The index currently underlying the CA Fund is the S&P California
AMT-Free Muni Bond Index (``CA Index'')
[[Page 77070]]
and the index underlying the NY Fund is the S&P New York AMT-Free Muni
Bond Index (``NY Index'', and, together with the CA Index, the
``Municipal Bond Indexes''). As described below, Standard & Poor's
Financial Services LLC (a subsidiary of the McGraw-Hill Companies, the
index provider (``Index Provider'') of the Municipal Bond Indexes has
proposed changes to the inclusion rules of both the CA Index and the NY
Index.\8\
---------------------------------------------------------------------------
\8\ On November 7, 2014, S&P Dow Jones Indices issued a press
release announcing methodology changes for the Municipal Bond
Indexes, as described below, to be implemented prior to the February
2015 month end rebalance for such indexes. The proposed changes to
the underlying indexes for the Funds will be reflected in an
amendment to the Funds' Registration Statement.
---------------------------------------------------------------------------
The Funds and the Municipal Bond Indexes
The iShares California AMT-Free Muni Bond ETF
The CA Fund currently seeks to track the investment results of the
CA Index, which measures the performance of the investment-grade
segment of the California municipal bond market. As of March 17, 2014,
there were 1,740 issues in the CA Index.
The CA Fund generally holds municipal bond securities issued by the
State of California and its municipalities whose interest payments are
exempt from U.S. federal and California state income tax, the federal
AMT and the federal Medicare contribution tax of 3.8% on ``net
investment income.'' In addition, the Fund intends to invest any cash
assets in one or more affiliated municipal money market funds, which
may be advised by BFA or its affiliates. The Fund seeks to track the
investment results of the Underlying Index before the fees and expenses
of the Fund.
The CA Fund generally invests at least 80% of its assets in the
securities of the CA Index and generally invests 90% of its assets in
the securities of the CA Index and in securities that provide
substantially similar exposure to the securities in the CA Index. The
Fund may at times invest up to 20% of its assets in cash and cash
equivalents, including money market funds advised by BFA or its
affiliates, AMT-free tax-exempt municipal notes, variable rate demand
notes and obligations, tender option bonds, municipal commercial paper,
and municipal bonds not included in the CA Index, but which BFA
believes will help the Fund track the CA Index.
The CA Index is a subset of the S&P National AMT-Free Municipal
Bond IndexTM and is comprised of municipal bonds issued in
the State of California. The CA Index includes municipal bonds from
issuers in the State of California that are California state or local
governments or agencies whose interest payments are exempt from U.S.
federal and California state income taxes and the federal alternative
minimum tax (``AMT''). Each bond must have a rating of at least BBB- by
Standard & Poor's Ratings Services, Baa3 by Moody's Investors Service,
Inc. (``Moody's''), or BBB- by Fitch, Inc. (``Fitch''). A bond must be
rated by at least one of the three rating agencies in order to qualify
for the Underlying Index. For the avoidance of doubt, the lowest rating
will be used in determining if the bond is investment-grade. Each bond
must be denominated in U.S. dollars. Each bond in the CA Index must be
a constituent of an offering where the original offering amount was at
least $100 million. The bond must have a minimum par amount of $25
million to be eligible for inclusion. To remain in the CA Index, bonds
must maintain a minimum par amount greater than or equal to $25 million
as of the next Rebalancing Date. In addition, each bond must have a
minimum term to maturity and/or pre-refunded or call date greater than
or equal to one calendar month to be included in the CA Index. The CA
Index is a market-value weighted index, and the securities in the CA
Index are updated after the close on the last business day of each
month.
iShares New York AMT-Free Muni Bond ETF
The NY Fund seeks to track the investment results of the NY Index,
which measures the performance of the investment-grade segment of the
New York municipal bond market. As of March 17, 2014, there were 1837
issues in the NY Index.
The NY Fund generally holds municipal bond securities issued by the
State of New York and its municipalities whose interest payments are
exempt from U.S. federal and New York State income tax, the federal AMT
and the federal Medicare contribution tax of 3.8% on ``net investment
income.'' In addition, the Fund intends to invest any cash assets in
one or more affiliated municipal money market funds, which may be
advised by BFA or its affiliates. The Fund seeks to track the
investment results of the Underlying Index before the fees and expenses
of the Fund.
The Fund generally invests at least 80% of its assets in the
securities of the NY Index and generally invests 90% of its assets in
the securities of the Underlying Index and in securities that provide
substantially similar exposure to the securities in the NY Index. The
Fund may at times invest up to 20% of its assets in cash and cash
equivalents, including money market funds advised by BFA or its
affiliates, AMT-free tax-exempt municipal notes, variable rate demand
notes and obligations, tender option bonds, municipal commercial paper,
and municipal bonds not included in the NY Index, but which BFA
believes will help the Fund track the NY Index.
The NY Index also is a subset of the S&P National AMT-Free
Municipal Bond IndexTM and is comprised of municipal bonds
issued in the State of New York. The NY Index includes municipal bonds
from issuers in the State of New York that are New York state or local
governments or agencies whose interest payments are exempt from U.S.
federal and New York state income taxes and the federal AMT. Each bond
must have a rating of at least BBB- by Standard & Poor's Ratings
Services, Baa3 by Moody's, or BBB- by Fitch. A bond must be rated by at
least one of the three rating agencies in order to qualify for the
index. For avoidance of doubt, the lowest rating will be used in
determining if the bond is investment-grade. Each bond must be
denominated in U.S. dollars. Each bond in the NY Index must be a
constituent of an offering where the original offering amount was at
least $100 million. The bond must have a minimum par amount of $25
million to be eligible for inclusion. To remain in the NY Index, bonds
must maintain a minimum par amount greater than or equal to $25 million
as of the next Rebalancing Date. In addition, each bond must have a
minimum term to maturity and/or pre-refunded or call date greater than
or equal to one calendar month to be included in the NY Index. The NY
Index is a market-value weighted index, and the securities in the
Underlying Index are updated after the close on the last business day
of each month.
The Revised Indexes
The Index Provider is proposing to change the rules relating to the
Municipal Bond Indexes. The ``Revised NY Index'' and the ``Revised CA
Index'' (each, a ``Revised Index'' and, together, the ``Revised
Indexes'') will remain rules based, as described below, though the S&P
Dow Jones Indices' Municipal Bond Index Committee (``Committee'')
reserves the right to exercise discretion, when necessary.\9\
---------------------------------------------------------------------------
\9\ The Index Provider with respect to the Revised Indexes is
Standard & Poor's Financial Services LLC (a subsidiary of The
McGraw-Hill Companies) (``S&P''). The Index Provider is not a
broker-dealer or affiliated with a broker-dealer and has implemented
procedures designed to prevent the use and dissemination of
material, non-public information regarding the Revised Indexes. S&P
Capital IQ's Securities Evaluations (SPSE) will report the price of
each bond in the Revised Indexes. S&P Capital IQ is a trademark of
Standard & Poor's Financial Services LLC. S&P Capital IQ is a
leading provider of multi-asset class and real time data, research
and analytics to institutional investors, investment and commercial
banks, investment advisors and wealth managers, corporations and
universities around the world.
---------------------------------------------------------------------------
[[Page 77071]]
The Committee is comprised of employees or agents of S&P Dow Jones
Indices. The Committee oversees the day-to-day management of the Index,
including monthly rebalancing, maintenance and inclusion policies
including additions and deletions of bonds, and other matters affecting
the maintenance and calculation of the Revised Indexes.
The following are the criteria that will be applied to bonds
included in the Revised CA Index. On each ``Rebalancing Date'' (i.e.,
the last business day of each month), a bond must meet all of the
following criteria in order to be classified as an ``Eligible Bond''
for inclusion in the Revised CA Index: (1) The bond issuer must be a
local government or agency in the state of California such that
interest on the bond is exempt from U.S. federal income taxes; (2) the
bond must have an investment grade rating of at least BBB- by Standard
& Poor's, Baa3 by Moody's, or BBB- by Fitch, and a bond must be rated
by at least one of the three rating agencies; \10\ and (3) the bond
must be denominated in U.S. dollars.\11\
---------------------------------------------------------------------------
\10\ For the avoidance of doubt, the lowest rating will be used
in determining if a bond is investment grade.
\11\ For clarity, the following bond types are specifically
excluded: Bonds subject to the AMT; commercial paper; inverse
floaters; forwards; housing bonds; insured conduit bonds where the
obligor is a for-profit institution; non-insured conduit bonds; non-
rated bonds; notes; taxable municipals; tobacco bonds; variable rate
debt.
---------------------------------------------------------------------------
The following are the criteria that will be applied to bonds
included in the Revised NY Index. On each ``Rebalancing Date'' (i.e.,
the last business day of each month), a bond must meet all of the
following criteria in order to be classified as an ``Eligible Bond''
for inclusion in the Revised NY Index; (1) the bond issuer must be a
local government or agency in the state of New York such that interest
on the bond is exempt from U.S. federal income taxes; (2) the bond must
have an investment grade rating of at least BBB- by Standard & Poor's,
Baa3 by Moody's, or BBB- by Fitch, and a bond must be rated by at least
one of the three rating agencies; \12\ and (3) the bond must be
denominated in U.S. dollars.
---------------------------------------------------------------------------
\12\ For the avoidance of doubt, the lowest rating will be used
in determining if a bond is investment grade.
---------------------------------------------------------------------------
With respect to each of the Revised Indexes, the market value will
be used to determine the weight of the bond in the Revised Index. With
respect to the Revised CA Index, the bond must have a minimum Par
Amount of $15 million, and be part of an offering with an original
total offering amount of at least $100 million to be eligible for
inclusion. To remain in the Revised CA Index, bonds must maintain a
minimum Par Amount greater than or equal to $15 million as of the next
Rebalancing Date. With respect to the Revised NY Index, the bond must
have a minimum Par Amount of $5 million and be part of an offering with
an original total offering amount of at least $20 million to be
eligible for inclusion. To remain in the Revised NY Index, bonds must
maintain a minimum Par Amount greater than or equal to $5 million as of
the next Rebalancing Date.
For each of the Revised Indexes, as of the Rebalancing Date, the
bond must have a minimum term to maturity and/or call date greater than
or equal to the next subsequent rebalance date. In addition, at each
monthly rebalancing, no one issuer can represent more than 25% of the
weight of the applicable Revised Index, and individual issuers that
represent at least 5% of the weight of the applicable Revised Index
cannot account for more than 50% of the weight of such Revised Index in
aggregate.
Application of the Generic Listing Criteria
The Revised Indexes currently do not meet the generic listing
criteria of NYSE Arca Equities Rule 5.2(j)(3), as described below.
Accordingly, the Exchange is submitting this proposed rule change to
permit the continued listing of Shares of each of the Funds. The
Revised Indexes meet all of the requirements of the generic listing
criteria of NYSE Arca Equities Rule 5.2(j)(3), except for those set
forth in Commentary .02(a)(2).\13\ Specifically, as of October 29,
2014, approximately 36.62% and 16.82% of the weight of the components
of the Revised CA Index and Revised NY Index, respectively, have a
minimum original principal amount outstanding of $100 million or more.
---------------------------------------------------------------------------
\13\ Commentary .02(a)(2) to NYSE Arca Equities Rule 5.2(j)(3)
provides that components that in the 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.
---------------------------------------------------------------------------
As of October 29, 2014, there were 2,882 issues in the Revised CA
Index, the total dollar amount outstanding of issues in the Revised CA
Index was approximately $ 164 billion and the average dollar amount
outstanding of issues in the Revised CA Index was approximately $57
million. Further, the most heavily weighted component represents 0.84%
of the weight of the Revised CA Index and the five most heavily
weighted components represent 2.55% of the weight of the Revised CA
Index.\14\ Therefore, the Exchange believes that, notwithstanding that
the Revised CA Index does not satisfy the criterion in NYSE Arca
Equities Rule 5.2(j)(3), Commentary .02 (a)(2), the Revised CA Index is
sufficiently broad-based to deter potential manipulation, given that it
is composed of approximately 2,882 issues. In addition, the Revised CA
Index securities are sufficiently large to deter potential manipulation
in view of the substantial total dollar amount outstanding and the
average dollar amount outstanding of Revised CA Index issues, as
referenced above.\15\
---------------------------------------------------------------------------
\14\ Commentary .02(a)(4) to NYSE Arca Equities Rule 5.2(j)(3)
provides that no component fixed-income security (excluding Treasury
Securities and GSE Securities, as defined therein) shall represent
more than 30% of the weight of the index or portfolio, and the five
most heavily weighted component fixed-income securities in the index
or portfolio shall not in the aggregate account for more than 65% of
the weight of the index or portfolio.
\15\ When bonds are close substitutes for one another, pricing
vendors can use executed trade information from all similar bonds as
pricing inputs for an individual security. This can make individual
securities more liquid, because valuations for a single security are
better estimators of actual trading prices when they are informed by
trades in a large group of closely related securities. As a result,
securities are more likely to trade at prices close to their
valuation when they need to be sold.
---------------------------------------------------------------------------
In addition, the average daily notional trading volume for Revised
CA Index components for the calendar year 2013 was approximately $404
million and the sum of the notional trading volumes for the same period
was approximately $102.2 billion.
As of October 29, 2014, there were 4,581 issues in the Revised NY
Index, the total dollar amount outstanding of issues in the Revised NY
Index was approximately $155 billion and the average dollar amount
outstanding of issues in the Revised NY Index was approximately $ 33.8
million. Further, the most heavily weighted component represents 1.02%
of the weight of the Revised NY Index and the five most heavily
weighted components represent 1.36% of the weight of the Revised NY
Index.\16\ Therefore, the Exchange
[[Page 77072]]
believes that, notwithstanding that the NY Index does not satisfy the
criterion in NYSE Arca Equities Rule 5.2(j)(3), Commentary .02 (a)(2),
the Revised NY Index is sufficiently broad-based to deter potential
manipulation, given that it is composed of approximately 4,581 issues.
In addition, the Revised NY Index securities are sufficiently large to
deter potential manipulation in view of the substantial total dollar
amount outstanding and the average dollar amount outstanding of Revised
NY Index issues, as referenced above.
---------------------------------------------------------------------------
\16\ Commentary .02(a)(4) to NYSE Arca Equities Rule 5.2(j)(3)
provides that no component fixed-income security (excluding Treasury
Securities and GSE Securities, as defined therein) shall represent
more than 30% of the weight of the index or portfolio, and the five
most heavily weighted component fixed-income securities in the index
or portfolio shall not in the aggregate account for more than 65% of
the weight of the index or portfolio.
---------------------------------------------------------------------------
In addition, the average daily notional trading volume for Revised
NY Index components for the calendar year 2013 was approximately $486
million and the sum of the notional trading volumes for the same period
was approximately $123.1 billion.
With respect to each of the Funds, the value of each Revised Index
will be calculated and disseminated via a major market data vendor at
least once daily; further, the components and percentage weightings of
each Revised Index also will be available from major market data
vendors. In addition, the portfolio of securities held by each Fund
will be disclosed daily on the Funds' Web site at www.iShares.com.
The Exchange represents that: (1) With respect to the Funds, except
for Commentary .02(a)(2) to NYSE Arca Equities Rule 5.2(j)(3), the
Shares of each Fund currently satisfy all of the generic listing
standards under NYSE Arca Equities Rule 5.2(j)(3); (2) the continued
listing standards under NYSE Arca Equities Rules 5.2(j)(3) and
5.5(g)(2) applicable to Units shall apply to the Shares of the Funds;
and (3) the Trust is required to comply with Rule 10A-3 \17\ under the
Act for the initial and continued listing of the Shares of the Funds.
In addition, the Exchange represents that the Shares of the Funds will
comply with all other requirements applicable to Units including, but
not limited to, requirements relating to the dissemination of key
information such as the value of the Index and the applicable Intraday
Indicative Value (``IIV''),\18\ rules governing the trading of equity
securities, trading hours, trading halts, surveillance, and the
Information Bulletin to Equity Trading Permit Holders (``ETP
Holders''), as set forth in Exchange rules applicable to Units and
prior Commission orders approving the generic listing rules applicable
to the listing and trading of Units.\19\
---------------------------------------------------------------------------
\17\ 17 CFR 240.10A-3.
\18\ 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 of 9:30 a.m. to 4:00 p.m., Eastern time.
Currently, it is the Exchange's understanding that several major
market data vendors display and/or make widely available IIVs taken
from the Consolidated Tape Association (``CTA'') or other data
feeds.
\19\ See, e.g., Securities Exchange Act Release Nos. 55783 (May
17, 2007), 72 FR 29194 (May 24, 2007) (SR-NYSEArca-2007-36) (order
approving NYSE Arca generic listing standards for Units based on a
fixed income index); 44551 (July 12, 2001), 66 FR 37716 (July 19,
2001) (SR-PCX-2001-14) (order approving generic listing standards
for Units and Portfolio Depositary Receipts); 41983 (October 6,
1999), 64 FR 56008 (October 15, 1999) (SR-PCX-98-29) (order
approving rules for listing and trading of Units).
---------------------------------------------------------------------------
Each of the Revised Indexes is sponsored by an organization (the
``Index Provider'') that is independent of the Funds and the Adviser.
The Index Provider determines the composition and relative weightings
of the securities in the Underlying Indexes and publishes information
regarding the market value of the Underlying Indexes. The Index
Provider with respect to the Revised Indexes is S&P Dow Jones Indices
LLC (a subsidiary of The McGraw-Hill Companies) (``S&P''). The Index
Provider is not a broker-dealer or affiliated with a broker-dealer and
has implemented procedures designed to prevent the use and
dissemination of material, non-public information regarding the Revised
Indexes.
The current value of the Revised Indexes will be widely
disseminated by one or more major market data vendors at least once per
day, as required by NYSE Arca Equities Rule 5.2(j)(3), Commentary .02
(b)(ii). The IIVs for Shares of the Funds are disseminated by one or
more major market data vendors, updated at least every 15 seconds
during the Exchange's Core Trading Session, as required by NYSE Arca
Equities Rule 5.2(j)(3), Commentary .02 (c), and Commentary .01(c),
respectively.
Detailed descriptions of the Funds, the Revised Indexes, procedures
for creating and redeeming Shares, transaction fees and expenses,
dividends, distributions, taxes, risks, and reports to be distributed
to beneficial owners of the Shares can be found in the Registration
Statement or on the Web site for the Funds (www.iShares.com), as
applicable.
Net Asset Value
The NAV of each Fund will be calculated by dividing the value of
the net assets of the Fund (i.e., the value of its total assets less
total liabilities) by the total number of outstanding shares of a Fund,
generally rounded to the nearest cent.
The value of the securities and other assets and liabilities held
by each Fund will be determined pursuant to valuation policies and
procedures approved by the Fund's Board of Trustees (``Board'').
Each Fund will value fixed income portfolio securities, including
municipal bonds, AMT-free tax-exempt municipal notes, variable rate
demand notes and obligations, tender option bonds and municipal
commercial paper using prices provided directly from independent third-
party pricing services which may use matrix pricing and valuation
models to derive values or from one or more broker-dealers or market
makers. Certain short-term debt securities may be valued on the basis
of amortized cost. Money market funds will be valued at NAV.
When market quotations are not readily available or are believed by
BFA to be unreliable, a Fund's investments will be valued at fair
value. Fair value determinations are made by BFA in accordance with
policies and procedures approved by the Funds' Board. BFA may conclude
that a market quotation is not readily available or is unreliable if a
security or other asset or liability does not have a price source due
to its lack of liquidity, if a market quotation differs significantly
from recent price quotations or otherwise no longer appears to reflect
fair value, where the security or other asset or liability is thinly
traded, or where there is a significant event subsequent to the most
recent market quotation. A ``significant event'' is an event that, in
the judgment of BFA, is likely to cause a material change to the
closing market price of the asset or liability held by a Fund.
Fair value represents a good faith approximation of the value of an
asset or liability. The fair value of an asset or liability held by a
Fund is the amount a Fund might reasonably expect to receive from the
current sale of that asset or the cost to extinguish that liability in
an arm's-length transaction.
Availability of Information
On each business day, before commencement of trading in Shares of
each Fund in the Core Trading Session on the Exchange, a Fund will
disclose on its Web site the portfolio that will form the basis for a
Fund's calculation of NAV at the end of the business day.\20\
---------------------------------------------------------------------------
\20\ Under accounting procedures followed by the Funds, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). Accordingly, the Funds
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, each Fund will disclose for each portfolio
security or
[[Page 77073]]
other financial instrument of a Fund the following information on the
Funds' Web site: ticker symbol (if applicable), name of security and
financial instrument, a common identifier such as CUSIP or ISIN (if
applicable), number of shares (if applicable), and dollar value of
securities and financial instruments held in the portfolio, and
percentage weighting of the security and financial instrument in the
applicable portfolio. The Web site information will be publicly
available at no charge.
The current value of the Revised Indexes will be widely
disseminated by one or more major market data vendors at least once per
day, as required by NYSE Arca Equities Rule 5.2(j)(3), Commentary .02
(b)(ii). The IIV for Shares of each Fund will be disseminated by one or
more major market data vendors, updated at least every 15 seconds
during the Exchange's Core Trading Session, as required by NYSE Arca
Equities Rule 5.2(j)(3), Commentary .02 (c).
Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), the Funds' Shareholder Reports, and its 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 of each Fund
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. Price information regarding municipal bonds, and AMT-free tax-
exempt municipal notes, variable rate demand notes and obligations,
tender option bonds and municipal commercial paper is available from
major market data vendors and third party pricing services. Price
information regarding exchange-traded assets will be available from the
principal exchange on which such assets are traded.
Trading Rules
The Exchange deems the Shares of each Fund 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 of the Funds will conform to the initial and continued
listing criteria under NYSE Arca Equities Rules 5.2(j)(3) and
5.5(g)(2), respectively. The Exchange represents that, for initial and/
or continued listing, the Funds will be in compliance with Rule 10A-3
\21\ under the Act, as provided by NYSE Arca Equities Rule 5.3. The
Exchange will obtain a representation from the issuer of the Shares
that the net asset value (``NAV'') per Share of each Fund will be
calculated daily and that the NAV per Share will be made available to
all market participants at the same time.
---------------------------------------------------------------------------
\21\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------
Trading Halts
The Exchange will halt trading in the Shares if the circuit breaker
parameters of NYSE Arca Equities Rule 7.12 have been reached. In
exercising its discretion to halt or suspend trading in the Shares, the
Exchange may consider factors such as the extent to which trading in
the underlying securities is not occurring or whether other unusual
conditions or circumstances detrimental to the maintenance of a fair
and orderly market are present, in addition to other factors that may
be relevant. If the Intraday Indicative Value (as defined in Commentary
.01 to Rule 5.2(j)(3)) or the Index value is not being disseminated as
required, the Exchange may halt trading during the day in which the
interruption to the dissemination of the Intraday Indicative Value or
the Index value occurs. If the interruption to the dissemination of the
Intraday Indicative Value or the Index value persists past the trading
day in which it occurred, the Exchange will halt trading.
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 IIV will not be calculated or publicly
disseminated; (4) how information regarding the IIV 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 each 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) \22\ that an exchange have rules that
are designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of a free and open market
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------
\22\ 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
5.2(j)(3). The Exchange represents that trading in the Shares will be
subject to the existing trading surveillances, administered by the
Financial Industry Regulatory Authority (``FINRA'') on behalf of the
Exchange, which are designed to detect violations of Exchange rules and
applicable federal securities laws.\23\ The Exchange
[[Page 77074]]
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 applicable federal securities
laws. FINRA, on behalf of the Exchange, will communicate as needed
regarding trading in the Shares with other markets that are members of
the Intermarket Surveillance Group (``ISG'') or with which the Exchange
has in place a comprehensive surveillance sharing agreement. FINRA also
can access data obtained from the Municipal Securities Rulemaking Board
relating to municipal bond trading activity for surveillance purposes
in connection with trading in the Shares. FINRA, on behalf of the
Exchange, is able to access, as needed, trade information for certain
fixed income securities held by the Fund reported to FINRA's Trade
Reporting and Compliance Engine (``TRACE'').
---------------------------------------------------------------------------
\23\ FINRA surveils trading on the Exchange pursuant to a
regulatory services agreement. The Exchange is responsible for
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------
The Index Provider is a broker-dealer and has implemented a
firewall and will maintain procedures designed to prevent the use and
dissemination of material non-public information regarding the Revised
Indexes.
The Revised Index values, calculated and disseminated at least once
daily, as well as the components of the Revised Indexes and their
respective percentage weightings, will be available from major market
data vendors. In addition, the portfolio of securities held by the
Funds will be disclosed on the Funds' Web site. The IIV for Shares of
the Funds will be disseminated by one or more major market data
vendors, updated at least every 15 seconds during the Exchange's Core
Trading Session.
The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest.
In addition, a large amount of information is publicly available
regarding the Funds and the Shares, thereby promoting market
transparency. The Funds' portfolio holdings will be disclosed on the
Funds' 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. The current value of the Index will be
disseminated by one or more major market data vendors at least once per
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 Funds will include the prospectus for
the Funds and additional data relating to NAV and other applicable
quantitative information. Moreover, prior to the commencement of
trading, the Exchange will inform its ETP Holders in an Information
Bulletin of the special characteristics and risks associated with
trading the Shares. If the Exchange becomes aware that the NAV is not
being disseminated to all market participants at the same time, it will
halt trading in the Shares until such time as the NAV is available to
all market participants. 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 Funds. Trading also may be
halted because of market conditions or for reasons that, in the view of
the Exchange, make trading in the Shares inadvisable. If the IIV or the
Revised Index values are not being disseminated as required, the
Corporation may halt trading during the day in which the interruption
to the dissemination of the applicable IIV or Revised Index value
occurs. If the interruption to the dissemination of the applicable IIV
or Revised Index value persists past the trading day in which it
occurred, the Corporation will halt trading. Trading in Shares of the
Funds 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 7.34, which sets forth circumstances under which
Shares of the Funds may be halted. In addition, investors will have
ready access to information regarding the IIV, 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 exchange-traded product that will enhance
competition among market participants, to the benefit of investors and
the marketplace. 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, investors will have ready access to information regarding the
IIV 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 continued listing and trading
of exchange-traded products that hold municipal 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 within such longer period 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. 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-2014-139 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-2014-139. This
[[Page 77075]]
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549 on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available
for inspection and copying at the principal 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-2014-139, and
should be submitted on or before January 13, 2015.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
---------------------------------------------------------------------------
\24\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-29969 Filed 12-22-14; 8:45 am]
BILLING CODE 8011-01-P