64622 Federal Register / Vol. 83, No. 241 / Monday, December 17, 2018 / Notices 

23 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

5The Exchange notes that the Commission 

previously approved a proposal to list and trade 

shares of the Fund on Arca. See Securities 

Exchange Act Release No. 73004 (September 5, 

2014), 79 FR 54333 (September 11, 2014) (SR– 

NYSEArca–2014–76) (the ‘‘Prior Proposal’’). This 

proposal is substantively identical to the Prior 

Proposal and the issuer represents that all material 

representations contained within the Prior Proposal 

remain true. As further described below, the 

Exchange believes that its surveillance procedures 

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 the applicable federal securities laws. Trading 

of the Shares through the Exchange will be subject 

to the Exchange’s surveillance procedures for 

derivative products, including Managed Fund 

Shares. 

6The Commission approved BZX Rule 14.11(i) in 

Securities Exchange Act Release No. 65225 (August 

30, 2011), 76 FR 55148 (September 6, 2011) (SR– 

BATS–2011–018). 

7The Exchange notes that the Commission 

previously approved a proposal to list and trade 

shares of the Fund on Arca. See Securities 

Exchange Act Release No. 73004 (September 5, 

2014), 79 FR 54333 (September 11, 2014) (SR– 

NYSEArca–2014–76) (the ‘‘Prior Proposal’’). This 

proposal is substantively identical to the Prior 

Proposal and the issuer represents that all material 

representations contained within the Prior Proposal 

remain true. As further described below, the 

Exchange believes that its surveillance procedures 

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 the applicable federal securities laws. Trading 

of the Shares through the Exchange will be subject 

to the Exchange’s surveillance procedures for 

derivative products, including Managed Fund 

Shares. 

8The Commission approved BZX Rule 14.11(i) in 

Securities Exchange Act Release No. 65225 (August 

30, 2011), 76 FR 55148 (September 6, 2011) (SR– 

BATS–2011–018). 

9The Trust is registered under the 1940 Act. On 

September 21, 2018, the Trust filed an amendment 

to the Trust’s registration statement on Form N–1A 

under the Securities Act of 1933 (the ‘‘1933 Act’’) 

(15 U.S.C. 77a), and under the 1940 Act relating to 

the Fund (File Nos. 333–180879 and 811–22704) 

(the ‘‘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 

the 1940 Act. See Investment Company Act Release 

No. 30340 (January 4, 2013) (‘‘Exemptive Order’’). 

Investments made by the Fund will comply with 

the conditions set forth in the Exemptive Order. 

All submissions should refer to File 

Number SR–C2–2018–024. 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 website (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 website 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. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–C2–2018–024, and should 

be submitted on or before January 7, 

2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2018–27203 Filed 12–14–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84789; File No. SR– 

CboeBZX–2018–085] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To List Shares 

of the Cambria Global Momentum ETF 

Under Rule 14.11(i), Managed Fund 

Shares 

December 11, 2018. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November 

28, 2018, Cboe BZX Exchange, Inc. 

(‘‘Exchange’’ or ‘‘BZX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

Section 19(b)(3)(A)(iii) of the Act 3 and 

Rule 19b–4(f)(6) thereunder.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list shares 

of the Cambria Global Momentum ETF 

(the ‘‘Fund’’) under Rule 14.11(i), 

(‘‘Managed Fund Shares’’),5 which 

governs the listing and trading of 

Managed Fund Shares on the 

Exchange.6 The Exchange notes that the 

Fund is currently listed on Arca and the 

Shares are already trading on the 

Exchange pursuant to unlisted trading 

privileges, as provided in Rule 14.11(j). 

The text of the proposed rule change 

is also available on the Exchange’s 

website (www.cboe.com), at the 

Exchange’s Office of the Secretary, 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 

Exchange 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 these 

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 aspects 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 proposes to list shares 

of the Cambria Global Momentum ETF 

(the ‘‘Fund’’) under Rule 14.11(i), 

(‘‘Managed Fund Shares’’),7 which 

governs the listing and trading of 

Managed Fund Shares on the 

Exchange.8 The Exchange notes that the 

Fund is currently listed on Arca and the 

Shares are already trading on the 

Exchange pursuant to unlisted trading 

privileges, as provided in Rule 14.11(j). 

The Shares are offered by the Cambria 

ETF Trust (the ‘‘Trust’’), a Delaware 

statutory trust which is registered with 

the Commission as an open-end 

management investment company.9

Description of the Shares and the Fund 

Cambria Investment Management, 

L.P. (‘‘Cambria’’ or the ‘‘Adviser’’) 

serves as the investment adviser of the 

Fund. SEI Investments Distribution Co. 

(the ‘‘Distributor’’) is the principal 


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10An investment adviser to an open-end fund is 

required to be registered under the Investment 

Advisers Act of 1940, as amended (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. 

11As described in the Registration Statement, 

ETFs are registered investment companies whose 

shares are exchange-traded and give investors a 

proportional interest in the pool of securities and 

other assets held by the ETF. ETPs are exchangetraded equity securities whose value derives from 

an underlying asset or portfolio of assets, which 

may correlate to a benchmark, such as a 

commodity, currency, interest rate or index. ETFs 

are one type of ETP. ETNs are unsecured and 

unsubordinated debt securities whose value 

derives, in part, from an underlying asset or 

benchmark and, in part, from the credit quality of 

the securities’ issuer. 

12For purposes of this filing, the term 

‘‘Underlying Vehicles’’ includes Index Fund Shares 

(as described in BZX Rule 14.11(c)); Index-Linked 

Securities (as described in Rule BZX Rule 14.11(d)); 

Portfolio Depositary Receipts (as described in BZX 

Rule 14.11(b)); Trust Issued Receipts (as described 

in BZX Rule 14.11(f)(1)); Commodity-Based Trust 

Shares (as described in BZX Rule 14.11(e)(4)); 

Currency Trust Shares (as described in BZX Rule 

14.11(e)(5)); Commodity Index Trust Shares (as 

described in BZX Rule 14.11(e)(6)); Commodity 

Futures Trust Shares (as described in BZX Rule 

14.11(e)(7)); Managed Fund Shares (as described in 

BZX Rule 14.11(i)); and closed-end funds (as 

described in BZX Rule 14.8(e)). All Underlying 

Vehicles will be listed and traded in the U.S. on a 

national securities exchange. The Fund will not 

invest in inverse or leveraged (e.g., 2X, –2X, 3X or 

–3X) Underlying Vehicles. 

13The term ‘‘under normal market conditions’’ 

includes, but is not limited to, the absence of 

extreme volatility or trading halts in the equity 

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 manmade disaster, act of God, armed conflict, act of 

terrorism, riot or labor disruption or any similar 

intervening circumstance. 

14 Generally, ADRs, in registered form, are 

denominated in U.S. dollars and are designed for 

use in the U.S. securities markets, GDRs, in bearer 

form, are issued and designed for use outside the 

United States, and EDRs, in bearer form, may be 

denominated in other currencies and are designed 

for use in European securities markets. ADRs are 

receipts typically issued by a U.S. bank or trust 

Continued 

underwriter and distributor of the 

Fund’s Shares. SEI Investments Global 

Funds Services (‘‘SEI’’) serves as the 

fund accountant and administrator of 

the Fund. Brown Brothers Harriman & 

Co. serves as the Custodian and Transfer 

Agent of the Fund’s assets. 

Rule 14.11(i)(7) 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.10 In 

addition, Rule 14.11(i)(7) further 

requires that personnel who make 

decisions on the investment company’s 

portfolio composition must be subject to 

procedures designed to prevent the use 

and dissemination of material 

nonpublic information regarding the 

applicable investment company 

portfolio. Rule 14.11(i)(7) is similar to 

Rule 14.11(b)(5)(A)(i), however, Rule 

14.11(i)(7) in connection with the 

establishment of a ‘‘fire wall’’ between 

the investment adviser and the brokerdealer reflects the applicable open-end 

fund’s portfolio, not an underlying 

benchmark index, as is the case with 

index-based funds. The Adviser is not 

registered as a broker-dealer and is not 

affiliated with a broker-dealer. In the 

event that (a) the Adviser or any subadviser becomes registered as, or 

becomes newly affiliated with, a brokerdealer, or (b) any new adviser or subadviser 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, as applicable, 

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. 

Principal Investment Policies 

According to the Registration 

Statement, the Fund will seek to 

preserve and grow capital from 

investments in the U.S. and foreign 

equity, fixed income, commodity and 

currency markets, independent of 

market direction. The Fund will be 

considered a ‘‘fund of funds’’ that seeks 

to achieve its investment objective by 

primarily investing in other 1940 Actregistered exchange-traded funds 

(‘‘ETFs’’) and other exchange traded 

products (‘‘ETPs’’) including, but not 

limited to, exchange-traded notes 

(‘‘ETNs’’),11 exchange traded currency 

trusts, and closed-end funds (together, 

‘‘Underlying Vehicles’’) 12 that offer 

diversified exposure, including inverse 

exposure, to global regions (including 

emerging markets), countries, styles 

(i.e., market capitalization, value, 

growth, etc.) and sectors. Under normal 

market conditions,13 the Fund will 

invest at least 80% of its net assets in 

the securities of Underlying Vehicles. 

According to the Registration 

Statement, the Fund will seek to 

preserve and grow capital by producing 

absolute returns with reduced volatility 

and manageable risk and drawdowns. 

The Fund will invest in Underlying 

Vehicles spanning all the major world 

asset classes including equities, bonds 

(including high yield bonds, which are 

commonly referred to as ‘‘junk bonds’’), 

real estate, derivatives, commodities, 

and currencies. The Adviser will 

actively manage the Fund’s portfolio 

utilizing a quantitative strategy with risk 

management controls in an attempt to 

protect capital. Through Underlying 

Vehicles, the Fund may have exposure 

to companies in any industry and of any 

market capitalization. Under normal 

market conditions, the Fund expects to 

invest at least 40% of its net assets, 

including through investments in 

Underlying Vehicles, in securities of 

issuers located in at least three different 

countries (including the United States). 

Through Underlying Vehicles, the 

Fund may invest in shares of real estate 

investment trusts (‘‘REITs’’), which are 

pooled investment vehicles that invest 

primarily in real estate or real estaterelated loans and trade on a U.S. 

exchange. 

Other Investments 

While, under normal market 

conditions, the Fund will invest at least 

80% of its net assets in Underlying 

Vehicles, as described above, the Fund 

may invest its remaining 20% of net 

assets in other securities and financial 

instruments, other than Underlying 

Vehicles, including futures contracts, 

cash and cash equivalents, as described 

below. 

Exchange-Traded Equity Securities. 

The Fund may invest in exchangetraded common stocks. The Fund also 

may invest in foreign securities by 

purchasing ‘‘Depositary Receipts’’, 

including American Depositary Receipts 

(‘‘ADRs’’), European Depositary 

Receipts (‘‘EDRs’’) and Global 

Depositary Receipts (‘‘GDRs’’) or other 

securities convertible into securities of 

issuers based in foreign countries. These 

securities may not necessarily be 

denominated in the same currency as 

the securities which they represent.14


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company evidencing ownership of the underlying 

securities. EDRs are European receipts evidencing 

a similar arrangement. GDRs are receipts typically 

issued by non-United States banks and trust 

companies that evidence ownership of either 

foreign or domestic securities. ADRs may be 

sponsored or unsponsored, but unsponsored ADRs 

will not exceed 10% of the Fund’s net assets. 

15U.S. Government securities include securities 

issued or guaranteed by the U.S. Government or its 

authorities, agencies, or instrumentalities. Foreign 

government securities include securities issued or 

guaranteed by foreign governments (including 

political subdivisions) or their authorities, agencies, 

or instrumentalities or by supra-national agencies. 

Different kinds of U.S. government securities and 

foreign government securities have different kinds 

of government support. For example, some U.S. 

government securities (e.g., U.S. Treasury bonds) 

are supported by the full faith and credit of the U.S. 

Other U.S. government securities are issued or 

guaranteed by federal agencies or governmentchartered or -sponsored enterprises but are neither 

guaranteed nor insured by the U.S. government 

(e.g., debt securities issued by the Federal Home 

Loan Mortgage Corporation (‘‘Freddie Mac’’), 

Federal National Mortgage Association (‘‘FNMA’’ or 

‘‘Fannie Mae’’), and Federal Home Loan Banks 

(‘‘FHLBs’’). Similarly, some foreign government 

securities are supported by the full faith and credit 

of a foreign national government or political 

subdivision and some are not. 

16Supra-national agencies are agencies whose 

member nations make capital contributions to 

support the agencies’ activities. Examples include 

the International Bank for Reconstruction and 

Development (the World Bank), the Asian 

Development Bank, the European Coal and Steel 

Community, and the Inter-American Development 

Bank. 

17The Fund may invest in master demand notes 

that are denominated in U.S. dollars. Master 

demand notes are demand notes that permit the 

investment of fluctuating amounts of money at 

varying rates of interest pursuant to arrangements 

with issuers who meet the quality criteria of the 

Fund. The interest rate on a master demand note 

may fluctuate based upon changes in specified 

interest rates, be reset periodically according to a 

prescribed formula or be a set rate. Although there 

is no secondary market in master demand notes, if 

such notes have a demand future, the payee may 

demand payment of the principal amount of the 

note upon relatively short notice. Master demand 

notes are generally illiquid and therefore subject to 

the Fund’s percentage limitations for investments in 

illiquid securities. 

18Commercial paper consists of short-term 

promissory notes issued by corporations. 

Commercial paper may be traded in the secondary 

market after its issuance. 

19 In determining whether a security is of 

‘‘comparable quality’’, the Adviser will consider, for 

example, whether the issuer of the security has 

issued other rated securities; whether the 

obligations under the security are guaranteed by 

another entity and the rating of such guarantor (if 

any); whether and (if applicable) how the security 

is collateralized; other forms of credit enhancement 

(if any); the security’s maturity date; liquidity 

features (if any); relevant cash flow(s); valuation 

features; other structural analysis; macroeconomic 

analysis and sector or industry analysis. 

20Securities rated lower than Baa by Moody’s, or 

equivalently rated by S&P or Fitch, are sometimes 

referred to as ‘‘high yield securities’’ or ‘‘junk 

bonds.’’ 

21A repurchase agreement is an agreement under 

which securities are acquired by the Fund from a 

securities dealer or bank subject to resale at an 

agreed upon price on a later date. The Fund may 

enter into repurchase agreements with banks and 

broker-dealers. 

With respect to its exchange-traded 

equity securities investments, the Fund 

will normally invest in equity securities 

that are listed and traded on a U.S. 

exchange or in markets that are 

members of the Intermarket 

Surveillance Group (‘‘ISG’’) or parties to 

a comprehensive surveillance sharing 

agreement with the Exchange. In any 

case, not more than 10% of the net 

assets of the Fund in the aggregate 

invested in exchange-traded equity 

securities will consist of equity 

securities whose principal market is not 

a member of ISG or a market with which 

the Exchange does not have a 

comprehensive surveillance sharing 

agreement. 

Fixed Income Securities. The Fund 

may invest in debt and other fixed 

income securities, as described below. 

Debt and other fixed income securities 

include fixed and floating rate securities 

of any maturity. Fixed rate securities 

pay a specified rate of interest or 

dividends. Floating rate securities pay a 

rate that is adjusted periodically by 

reference to a specified index or market 

rate. Fixed and floating rate securities 

may be issued by federal, state, local, 

and foreign governments and related 

agencies, and by a wide range of private 

issuers. The Fund’s investments in debt 

and other fixed income securities will 

be limited to those described below. 

The Fund may invest in indexed 

bonds, which are a type of fixed income 

security whose principal value and/or 

interest rate is adjusted periodically 

according to a specified instrument, 

index, or other statistic (e.g., another 

security, inflation index, currency, or 

commodity). 

The Fund may invest in securities 

issued or guaranteed by the U.S. 

Government, its agencies, 

instrumentalities, and political 

subdivisions; 15 securities issued by 

foreign governments, their authorities, 

agencies, instrumentalities, and political 

subdivisions; securities issued by supranational agencies; 16 corporate debt 

securities; master demand notes; 17

Yankee dollar and Eurodollar bank 

certificates of deposit; time deposits; 

bankers’ acceptances; commercial 

paper; 18 and inflation-indexed 

securities. The Fund may invest also in 

zero coupon securities, which may be 

issued by a wide variety of corporate 

and governmental issuers. 

The Fund may invest in fixed income 

securities of any credit quality, from 

investment grade securities to high yield 

securities. Investment grade securities 

are securities rated in one of the four 

highest rating categories by at least two 

nationally recognized statistical rating 

organizations (‘‘Rating Organizations’’) 

rating that security, such as Standard & 

Poor’s Ratings Services (‘‘Standard & 

Poor’s’’) or Moody’s Investors Service, 

Inc. (‘‘Moody’s’’), or rated in one of the 

four highest rating categories by one 

Rating Organization if it is the only 

Rating Organization rating that security, 

or unrated, if deemed to be of 

comparable quality19 by Cambria and 

traded publicly on the world market. 

The Fund, at the discretion of the 

Adviser, may retain a debt security that 

has been downgraded below the initial 

investment criteria.20

For securities that carry a rating 

assigned by a Rating Organization, 

Cambria will use the highest rating 

assigned by the Rating Organization to 

determine a security’s credit rating. 

Commercial paper must be rated at least 

‘‘A–1’’ or equivalent by a Rating 

Organization. Corporate debt obligations 

must be rated at least ‘‘B-’’or equivalent 

by a Rating Organization. For securities 

that are not rated by a Rating 

Organization, Cambria’s internal credit 

rating will apply and be subject to 

equivalent rating minimums. 

Futures. The Fund may invest in 

futures contracts on indices, currencies 

and commodities. The Fund will trade 

only futures contracts that are listed and 

traded on a U.S. board of trade. 

According to the Registration Statement, 

the Fund’s investments in futures, will 

be subject to the limits on leverage 

imposed by the 1940 Act. Section 18(f) 

of the 1940 Act and related Commission 

guidance limit the amount of leverage 

that an investment company, such as 

the Fund, can obtain. 

Cash and Cash Equivalents. The Fund 

may temporarily invest a portion of its 

assets in cash or cash equivalents 

pending other investments or to 

maintain liquid assets required in 

connection with some of the Fund’s 

investments. Cash and cash equivalents 

include money market instruments, 

such as obligations issued or guaranteed 

by the U.S. Government, its agencies 

and/or instrumentalities (including 

government-sponsored enterprises), 

bankers’ acceptances, bank certificates 

of deposit, repurchase agreements 21 and 

investment companies that invest 

primarily in such instruments (i.e., 

money market funds). The Fund may 

hold funds in bank deposits in U.S. or 

foreign currency, including during the 

completion of investment programs. 

Investments in Other Investment 

Companies. The Fund may invest in the 

securities of other investment 

companies to the extent permitted by 

law. The Fund may make significant 


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22 15 U.S.C. 80a–12(d)(1). 

23 26 U.S.C. 851. 

24 In reaching liquidity decisions, the Adviser 

may consider the following factors: the frequency 

of trades and quotes for the security; the number of 

dealers willing to purchase or sell the security and 

the number of other potential purchasers; dealer 

undertakings to make a market in the security; and 

the nature of the security and the nature of the 

marketplace trades (e.g., the time needed to dispose 

of the security, the method of soliciting offers, and 

the mechanics of transfer). 

25The 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). 

26The Fund’s broad-based securities market 

index is the Cambria Global Value Index. 

investments in money market funds. In 

addition, the Trust intends to enter into 

agreements with unaffiliated ETFs that 

permit such unaffiliated ETFs to sell, 

and the Fund to purchase, the 

unaffiliated ETFs’ shares in excess of 

the limits imposed by Sections 

12(d)(1)(A) and (B) of the 1940 Act. 

Temporary Defensive Position. To 

respond to adverse market, economic, 

political or other conditions, the Fund 

may invest 100% of its total assets, 

without limitation, in high-quality debt 

securities (i.e., BBB or higher) and 

money market instruments (as described 

above). The Fund may be invested in 

these instruments for extended periods, 

depending on Cambria’s assessment of 

market conditions. 

Investment Restrictions 

The Fund may invest in the securities 

of other investment companies to the 

extent that such an investment would be 

consistent with the requirements of 

Section 12(d)(1) of the 1940 Act, or any 

rule, regulation or order of the 

Commission or interpretation thereof.22

According to the Registration 

Statement, the Fund will seek to qualify 

for treatment as a Regulated Investment 

Company (‘‘RIC’’) under the Internal 

Revenue Code.23

The Fund may hold up to an aggregate 

amount of 15% of its net assets in 

illiquid assets (calculated at the time of 

investment), including Rule 144A 

securities deemed illiquid by the 

Adviser 24 and master demand notes, 

consistent with Commission guidance. 

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.25

The Fund’s investments will be 

consistent with the Fund’s investment 

objective and will not be used to 

achieve inverse returns or leveraged 

returns (i.e., 2Xs and 3Xs) of the Fund’s 

broad-based securities market index (as 

defined in Form N–1A).26

Net Asset Value 

The net asset value (‘‘NAV’’) of Shares 

will be calculated each business day by 

SEI as of the close of regular trading on 

the New York Stock Exchange 

(‘‘NYSE’’), generally 4:00 p.m., Eastern 

Time on each day that the NYSE is 

open. The Fund will calculate its NAV 

per Share by taking the value of its total 

assets, subtracting any liabilities, and 

dividing that amount by the total 

number of Shares outstanding, rounded 

to the nearest cent. Expenses and fees, 

including the management fees, will be 

accrued daily and taken into account for 

purposes of determining NAV. 

When calculating the NAV of the 

Fund’s Shares, investments will 

generally be valued using market 

valuations. Market valuations are 

generally valuations (i) obtained from an 

exchange, a pricing service or a major 

market maker (or dealer) or (ii) based on 

a price quotation or other equivalent 

indication of a value supplied by an 

exchange, a pricing service or a major 

market maker (or dealer), in each case 

as approved by the Trust’s Board of 

Trustees pursuant to the Trust’s 

valuation policies and procedures. 

Thus, to the extent that the Fund uses 

a pricing vendor approved for the Trust 

by the Board, whether the pricing 

vendor bases valuations upon dealer 

quotes, a proprietary analysis of the 

relevant market, matrix pricing, 

sensitivity analysis, a combination of 

the above or any other means, the price 

provided by the pricing vendor may be 

considered a market valuation. 

Exchange-traded equity securities, 

including Underlying Vehicles, 

common stocks and sponsored 

Depositary Receipts, as well as futures 

contracts, will be valued at the official 

closing price on their principal 

exchange or board of trade, or, lacking 

any current reported sale at the time of 

valuation, at the mean of the most 

recent bid and asked quotations on their 

principal exchange or board of trade. 

Unsponsored Depositary Receipts, fixed 

income securities (including bonds; U.S. 

Government obligations; corporate debt 

securities; securities issued by foreign 

governments and supra-national 

agencies; master-demand notes; Yankee 

dollar and Eurodollar bank certificates 

of deposit; time deposits; bankers’ 

acceptances; commercial paper; 

inflation-indexed securities; zero 

coupon securities; and money market 

instruments) will be valued at the mean 

between the most recent bid and asked 

quotations. 

Repurchase agreements will be valued 

at cost. Fixed-income instruments 

maturing in 60 days or less will be 

valued at amortized cost and those 

maturing in excess of 60 days will be 

valued at the midpoint of bid and asked 

quotations. Investments in nonexchange-traded investment companies 

(including money market funds) will be 

valued at their NAV. 

Any assets or liabilities denominated 

in currencies other than the U.S. dollar 

will be converted into U.S. dollars at the 

current exchange rate on the date of 

valuation as quoted by one or more 

third parties. 

If a market quotation is not readily 

available or is deemed not to reflect an 

instrument’s market value, the Fund 

will determine its fair value pursuant to 

policies and procedures approved by 

the Board. The Fund may use fair 

valuation to price securities that trade 

on a foreign exchange, if any, when a 

significant event has occurred after the 

foreign exchange closes but before the 

time at which the Fund’s NAV is 

calculated. In such cases, the Fund may 

use various criteria, including an 

evaluation of U.S. market moves after 

the close of foreign markets, in 

determining whether a foreign security’s 

market price is reflective of market 

value and, if not, the fair value of the 

security. In general, in determining an 

instrument’s fair value, the Fund may 

consider, among other things, price 

comparisons among multiple sources, 

corporate actions and news events, 

other financial indicators. Fair value 

pricing involves subjective judgments. 

Accordingly, it is possible that the fair 

value determination for an instrument is 

materially different than the value that 

could be realized upon its sale. 


amozie on DSK3GDR082PROD with NOTICES1
64626 Federal Register / Vol. 83, No. 241 / Monday, December 17, 2018 / Notices 

27The Adviser represents that, to the extent the 

Trust effects the creation of Shares in cash, such 

transactions will be effected in the same manner for 

all Authorized Participants. 

Creation and Redemption of Shares 

According to the Registration 

Statement, the Fund will sell and 

redeem Shares in aggregations of 50,000 

Shares (each, a ‘‘Creation Unit’’) on a 

continuous basis through the 

Distributor, without a sales load, at the 

NAV next determined after receipt of an 

order in proper form on any business 

day. The size of a Creation Unit is 

subject to change. 

The purchase or redemption of 

Creation Units from the Fund must be 

effected by or through an ‘‘Authorized 

Participant’’ (i.e., either a broker-dealer 

or other participant in the Continuous 

Net Settlement System of the National 

Securities Clearing Corporation 

(‘‘NSCC’’)) or a participant in the 

Depository Trust Company (‘‘DTC’’) 

with access to the DTC system, and who 

has executed an agreement (‘‘Participant 

Agreement’’) with the Distributor that 

governs transactions in the Fund’s 

Creation Units. 

The consideration for a Creation Unit 

of the Fund will be the ‘‘Fund Deposit’’. 

The Fund Deposit will consist of the 

‘‘In-Kind Creation Basket’’ and ‘‘Cash 

Component’’, or an all cash payment 

(‘‘Cash Value’’), as determined by 

Cambria to be in the best interest of the 

Fund. The Cash Component will 

typically include a ‘‘Balancing Amount’’ 

reflecting the difference, if any, between 

the NAV of a Creation Unit and the 

market value of the securities in the ‘‘InKind Creation Basket’’. 

If the NAV per Creation Unit exceeds 

the market value of the securities in the 

In-Kind Creation Basket, the purchaser 

will pay the Balancing Amount to the 

Fund. By contrast, if the NAV per 

Creation Unit is less than the market 

value of the securities in the In-Kind 

Creation Basket, the Fund will pay the 

Balancing Amount to the purchaser. 

The Transfer Agent, in a portfolio 

composition file sent via the NSCC, 

generally will make available on each 

business day, immediately prior to the 

opening of business on the Exchange 

(currently 9:30 a.m., Eastern time), a list 

of the names and the required number 

of shares of each security in the In-Kind 

Creation Basket to be included in the 

current Fund Deposit for the Fund 

(based on information about the Fund’s 

portfolio at the end of the previous 

business day) (subject to amendment or 

correction). If applicable, the Transfer 

Agent, through the NSCC, also will 

make available on each business day, 

the estimated Cash Component or Cash 

Value, effective through and including 

the previous business day, per Creation 

Unit. 

The announced Fund Deposit will be 

applicable, subject to any adjustments 

as described below, for purchases of 

Creation Units of the Fund until such 

time as the next-announced Fund 

Deposit is made available. From day to 

day, the composition of the In-Kind 

Creation Basket may change as, among 

other things, corporate actions and 

investment decisions by Cambria are 

implemented for the Fund’s portfolio. 

The Fund reserves the right to accept a 

nonconforming (i.e., custom) Fund 

Deposit. 

The Fund may, in its sole discretion, 

permit or require the substitution of an 

amount of cash (‘‘cash in lieu’’) to be 

added to the Cash Component to replace 

any security in the In-Kind Creation 

Basket. The Fund may permit or require 

cash in lieu when, for example, the 

securities in the In-Kind Creation Basket 

may not be available in sufficient 

quantity for delivery or may not be 

eligible for transfer through the systems 

of DTC. Similarly, the Fund may permit 

or require cash in lieu when, for 

example, the Authorized Participant or 

its underlying investor is restricted 

under U.S. or local securities law or 

policies from transacting in one or more 

securities in the In-Kind Creation 

Basket.27

To compensate the Trust for costs 

incurred in connection with creation 

and redemption transactions, investors 

will be required to pay to the Trust a 

‘‘Transaction Fee’’ as described in the 

Registration Statement. 

According to the Registration 

Statement, Fund Shares may be 

redeemed only in Creation Units at their 

NAV next determined after receipt of a 

redemption request in proper form by 

the Fund through the Transfer Agent 

and only on a business day. The 

redemption proceeds for a Creation Unit 

will consist of the ‘‘In-Kind Redemption 

Basket’’ and a ‘‘Cash Redemption 

Amount’’, or an all cash payment (‘‘Cash 

Value’’), in all instances equal to the 

value of a Creation Unit. 

The Cash Redemption Amount will 

typically include a Balancing Amount, 

reflecting the difference, if any, between 

the NAV of a Creation Unit and the 

market value of the securities in the InKind Redemption Basket. If the NAV 

per Creation Unit exceeds the market 

value of the securities in the In-Kind 

Redemption Basket, the Fund will pay 

the Balancing Amount to the redeeming 

investor. By contrast, if the NAV per 

Creation Unit is less than the market 

value of the securities in the In-Kind 

Redemption Basket, the redeeming 

investor will pay the Balancing Amount 

to the Fund. 

The composition of the In-Kind 

Creation Basket will normally be the 

same as the composition of the In-Kind 

Redemption Basket. Otherwise, the InKind Redemption Basket will be made 

available by the Adviser or Transfer 

Agent. The Fund reserves the right to 

accept a nonconforming (i.e., custom) 

‘‘Fund Redemption’’. 

In lieu of an In-Kind Redemption 

Basket and Cash Redemption Amount, 

Creation Units may be redeemed 

consisting solely of cash in an amount 

equal to the NAV of a Creation Unit, 

which amount is referred to as the Cash 

Value. If applicable, information about 

the Cash Value will be made available 

by the Adviser or Transfer Agent. 

The right of redemption may be 

suspended or the date of payment 

postponed: 

(i) for any period during which the 

NYSE is closed (other than customary 

weekend and holiday closings); 

(ii) for any period during which 

trading on the NYSE is suspended or 

restricted; 

(iii) for any period during which an 

emergency exists as a result of which 

disposal of the Shares or determination 

of the Fund’s NAV is not reasonably 

practicable; or 

(iv) in such other circumstances as 

permitted by the Commission. 

The Fund may, in its sole discretion, 

permit or require the substitution of an 

amount of cash (‘‘cash in lieu’’) to be 

added to the Cash Redemption Amount 

to replace any security in the In-Kind 

Redemption Basket. A Fund may permit 

or require cash in lieu when, for 

example, the securities in the In-Kind 

Redemption Basket may not be available 

in sufficient quantity for delivery or 

may not be eligible for transfer through 

the systems of DTC. Similarly, the Fund 

may permit or require cash in lieu 

when, for example, the Authorized 

Participant or its underlying investor is 

restricted under U.S. or local securities 

law or policies from transacting in one 

or more securities in the In-Kind 

Redemption Basket. 

If it is not possible to effect deliveries 

of the securities in the In-Kind 

Redemption Basket, the Trust may in its 

discretion exercise its option to redeem 

Shares in cash, and the redeeming 

beneficial owner will be required to 

receive its redemption proceeds in cash. 

In addition, an investor may request a 

redemption in cash that the Fund may, 

in its sole discretion, permit. In either 

case, the investor will receive a cash 

payment equal to the NAV of its Shares 


amozie on DSK3GDR082PROD with NOTICES1
Federal Register / Vol. 83, No. 241 / Monday, December 17, 2018 / Notices 64627 

28The Adviser represents that, to the extent the 

Trust effects the redemption of Shares in cash, such 

transactions will be effected in the same manner for 

all Authorized Participants. 29The Bid/Ask Price 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. 

30As defined in Rule 1.5(w), the term ‘‘Regular 

Trading Hours’’ means the time between 9:30 a.m. 

and 4:00 p.m. Eastern Time. 

31Under 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. 

32Currently, it is the Exchange’s understanding 

that several major market data vendors display and/ 

or make widely available Intraday Indicative Values 

taken from CTA or other data feeds. 

based on the NAV of Shares of the 

relevant Fund next determined after the 

redemption request is received in 

proper form (minus a Transaction Fee, 

including a variable charge, if 

applicable, as described in the 

Registration Statement).28

The Fund may also, in its sole 

discretion, upon request of a 

shareholder, provide such redeemer a 

portfolio of securities that differs from 

the exact composition of the In-Kind 

Redemption Basket, or cash in lieu of 

some securities added to the Cash 

Component, but in no event will the 

total value of the securities delivered 

and the cash transmitted differ from the 

NAV. Redemptions of Fund Shares for 

the In-Kind Redemption Basket will be 

subject to compliance with applicable 

federal and state securities laws and the 

Fund (whether or not it otherwise 

permits cash redemptions) reserves the 

right to redeem Creation Units for cash 

to the extent that the Trust could not 

lawfully deliver specific securities in 

the In-Kind Redemption Basket upon 

redemptions or could not do so without 

first registering the securities in the InKind Redemption Basket under such 

laws. 

When cash redemptions of Creation 

Units are available or specified for the 

Fund, they will be effected in 

essentially the same manner as in-kind 

redemptions. In the case of a cash 

redemption, the investor will receive 

the cash equivalent of the In-Kind 

Redemption Basket minus any 

Transaction Fees. 

Availability of Information 

The Fund’s website 

(www.cambriafunds.com), 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 website 

will include additional quantitative 

information updated on a daily basis, 

including, for the Fund (1) the prior 

business day’s NAV and the market 

closing price or mid-point of the bid/ask 

spread at the time of calculation of such 

NAV (the ‘‘Bid/Ask Price’’),29 and a 

calculation of the premium and 

discount of the closing price or Bid/Ask 

Price against the NAV, and (2) data in 

chart format displaying the frequency 

distribution of discounts and premiums 

of the daily closing price or 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 during Regular 

Trading Hours,30 the Fund will disclose 

on its website the Disclosed Portfolio as 

defined in BZX Rule 14.11(i)(3)(B), that 

will form the basis for the Fund’s 

calculation of NAV at the end of the 

business day.31

On a daily basis, the Fund will 

disclose on its website the following 

information regarding each portfolio 

holding, as applicable to the type of 

holding: ticker symbol, CUSIP number 

or other identifier, if any; a description 

of the holding (including the type of 

holding); the identity of the security, 

commodity, index or other asset or 

instrument underlying the holding, if 

any; quantity held (as measured by, for 

example, par value, notional value or 

number of shares, contracts or units); 

maturity date, if any; coupon rate, if 

any; effective date, if any; market value 

of the holding; and the percentage 

weighting of the holding in the Fund’s 

portfolio. The website 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 BZX via NSCC. The basket represents 

one Creation Unit of the Fund. 

Investors can also obtain the Trust’s 

Statement of Additional Information 

(‘‘SAI’’), a 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 website 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. 

Quotation and last sale information 

for the Shares will be available via the 

Exchange proprietary quote and trade 

services and via the Consolidated Tape 

Association (‘‘CTA’’) high-speed line. 

Intra-day price quotations on the 

securities and other assets held by the 

Fund will be available from major 

broker-dealer firms. Intra-day price 

information on such assets will also be 

available through free and subscription 

services that can be accessed by 

Authorized Participants and other 

investors. For example, pricing 

information for exchange-traded 

instruments (including exchange-traded 

equity securities (such as common 

stocks, ETNs, closed-end funds, and 

Underlying Vehicles), futures contracts 

and sponsored Depositary Receipts), 

will be readily available from the 

websites of the exchanges or boards of 

trade trading such securities or futures 

contracts, automated quotation systems, 

published or other public sources, and 

subscription services such as Bloomberg 

or Reuters. 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. Pricing 

information for unsponsored Depositary 

Receipts, non-exchange-traded 

investment company securities, fixed 

income securities (including bonds; U.S. 

Government obligations; corporate debt 

securities; securities issued by foreign 

governments and supra-national 

agencies; master-demand notes; Yankee 

dollar and Eurodollar bank certificates 

of deposit; time deposits; bankers’ 

acceptances; commercial paper; 

inflation-indexed securities; and zero 

coupon securities), repurchase 

agreements, and money market 

instruments will be available through 

brokers and dealers and/or subscription 

services, such as Markit, Bloomberg and 

Thompson Reuters. In addition, the 

Intraday Indicative Value, as defined in 

BZX Rule 14.11(i)(3)(C), will be widely 

disseminated at least every 15 seconds 

during Regular Trading Hours by one or 

more major market data vendors.32 The 

dissemination of the Intraday Indicative 

Value, together with the Disclosed 

Portfolio, will allow investors to 

determine the value of the underlying 

portfolio of the Fund and provide a 

close estimate of that value throughout 

the trading day. 

Additional information regarding the 

Trust and the Shares, including 

investment strategies, risks, creation and 

redemption procedures, fees, portfolio 

holdings, disclosure policies, 


amozie on DSK3GDR082PROD with NOTICES1
64628 Federal Register / Vol. 83, No. 241 / Monday, December 17, 2018 / Notices 

33See BZX Rule 11.18. 

34For a list of the current members of ISG, see 

www.isgportal.org. The Exchange notes that not all 

components of the Disclosed Portfolio for each 

Fund may trade on markets that are members of ISG 

or with which the Exchange has in place a 

comprehensive surveillance sharing agreement. 

35The Pre-Opening Session is from 8:00 a.m. to 

9:30 a.m. Eastern Time. 

36The After Hours Trading Session is from 4:00 

p.m. to 5:00 p.m. Eastern Time. 37 15 U.S.C. 78f(b)(5). 

distributions and taxes is included in 

the Registration Statement. 

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.33 Trading in Shares of the 

Fund will be halted if the circuit breaker 

parameters in BZX Rule 11.18 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 Funds; or (2) whether 

other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. Trading in the 

Shares will be subject to BZX Rule 

11.18, which sets forth circumstances 

under which Shares of the Fund may be 

halted. 

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. The Exchange will 

allow trading in the Shares from 8:00 

a.m. until 5:00 p.m. Eastern Time. The 

Exchange has appropriate rules to 

facilitate transactions in the Shares 

during all trading sessions. As provided 

in BZX Rule 14.11(i)(2)(C), the 

minimum price variation for quoting 

and entry of orders in Managed Fund 

Shares traded on the Exchange is $0.01. 

The Trust is required to comply with 

Rule 10A–3 under the Act for the initial 

and continued listing of the Shares of 

the Fund. At least 100,000 Shares will 

be outstanding upon the 

commencement of trading. 

Surveillance 

The Exchange believes that its 

surveillance procedures 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 the 

applicable federal securities laws. 

Trading of the Shares through the 

Exchange will be subject to the 

Exchange’s surveillance procedures for 

derivative products, including Managed 

Fund Shares. 

The Exchange will communicate as 

needed regarding trading in the Shares, 

Underlying Vehicles, other exchangetraded equity securities, and futures 

with other markets and other entities 

that are members of the ISG, and 

FINRA, on behalf of the Exchange, may 

obtain trading information regarding 

trading in the Shares and Underlying 

Vehicles, other exchange-traded equity 

securities, and futures from such 

markets and other entities. In addition, 

the Exchange may obtain information 

regarding trading in the Shares, 

Underlying Vehicles, other exchangetraded equity securities, and futures 

from markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement.34 In 

addition, the Exchange is able to access, 

as needed, trade information for certain 

fixed income instruments reported to 

FINRA’s Trade Reporting and 

Compliance Engine (‘‘TRACE’’). 

Not more than 10% of the net assets 

of the Fund in the aggregate invested in 

exchange-traded equity securities shall 

consist of equity securities whose 

principal market is not a member of the 

ISG or party to a CSSA with the 

Exchange. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

Information Circular 

Prior to the commencement of listing 

on the Exchange, the Exchange will 

inform its members in an Information 

Circular of the special characteristics 

and risks associated with trading the 

Shares. Specifically, the Information 

Circular will discuss the following: (1) 

The procedures for purchases and 

redemptions of Shares in Creation Units 

(and that Shares are not individually 

redeemable); (2) BZX Rule 3.7, which 

imposes suitability obligations on 

Exchange members with respect to 

recommending transactions in the 

Shares to customers; (3) how 

information regarding the Intraday 

Indicative Value and the Disclosed 

Portfolio is disseminated; (4) the risks 

involved in trading the Shares during 

the Pre-Opening 35 and After Hours 

Trading Sessions 36 when an updated 

Intraday Indicative Value will not be 

calculated or publicly disseminated; (5) 

the requirement that members 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 Information Circular 

will advise members, prior to the 

commencement of trading, of the 

prospectus delivery requirements 

applicable to the Fund. Members 

purchasing Shares from the Fund for 

resale to investors will deliver a 

prospectus to such investors. The 

Information Circular will also discuss 

any exemptive, no-action, and 

interpretive relief granted by the 

Commission from any rules under the 

Act. 

In addition, the Information Circular 

will reference that the Fund is subject 

to various fees and expenses described 

in the Registration Statement. The 

Information Circular will also disclose 

the trading hours of the Shares of the 

Fund and the applicable NAV 

Calculation Time for the Shares. The 

Information Circular will disclose that 

information about the Shares of the 

Fund will be publicly available on the 

Fund website. In addition, the 

Information Circular will reference that 

the Trust is subject to various fees and 

expenses described in the Fund 

Registration Statement. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 37 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. 

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 applicable initial and 

continued listing criteria in BZX Rule 

14.11(i). The Exchange believes that its 

surveillance procedures 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 the 

applicable federal securities laws. If the 

investment adviser to the investment 

company issuing Managed Fund Shares 

is affiliated with a broker-dealer, such 

investment adviser to the investment 

company shall erect a ‘‘fire wall’’ 

between the investment adviser and the 

broker-dealer with respect to access to 


amozie on DSK3GDR082PROD with NOTICES1
Federal Register / Vol. 83, No. 241 / Monday, December 17, 2018 / Notices 64629 

38For 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. 

information concerning the composition 

and/or changes to such investment 

company portfolio. The Exchange will 

communicate as needed regarding 

trading in the Shares, the Underlying 

Vehicles, other exchange-traded equity 

securities, and futures with other 

markets and other entities that are 

members of the ISG, and the Exchange 

may obtain trading information 

regarding trading in the Shares, the 

Underlying Vehicles, other exchangetraded equity securities, and futures 

from such markets and other entities. In 

addition, the Exchange may obtain 

information regarding trading in the 

Shares, the Underlying Vehicles, other 

exchange-traded equity securities, and 

futures from markets and other entities 

that are members of ISG or with which 

the Exchange has in place a 

comprehensive surveillance sharing 

agreement.38 In addition, the Exchange 

is able to access, as needed, trade 

information for certain fixed income 

instruments reported to TRACE. Not 

more than 10% of the net assets of the 

Fund in the aggregate invested in 

exchange-traded equity securities shall 

consist of equity securities whose 

principal market is not a member of the 

ISG or party to a CSSA with the 

Exchange. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

The Adviser is not registered as a 

broker-dealer and is not affiliated with 

a broker-dealer. In the event that (a) the 

Adviser or any sub-adviser becomes 

registered as, or becomes 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, as applicable, 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 nonpublic information regarding such 

portfolio. The Fund may hold up to an 

aggregate amount of 15% of its net 

assets in illiquid securities (calculated 

at the time of investment), consistent 

with Commission guidance. The Fund’s 

investments will be consistent with its 

respective 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 

Funds and the Shares, thereby 

promoting market transparency. 

Moreover, the Intraday Indicative Value 

will be widely disseminated by one or 

more major market data vendors at least 

every 15 seconds during the Regular 

Trading Hours. On each business day, 

before commencement of trading in 

Shares in the Regular Trading on the 

Exchange, the Adviser will disclose on 

its website the Disclosed Portfolio that 

will form the basis for the Fund’s 

calculation of NAV at the end of the 

business day. 

Quotation and last sale information 

for the Shares will be available via the 

Exchange proprietary quote and trade 

services and via the CTA high-speed 

line. Intra-day price quotations on the 

securities and other assets held by the 

Fund will be available from major 

broker-dealer firms. Intra-day price 

information on such assets will also be 

available through free and subscription 

services that can be accessed by 

Authorized Participants and other 

investors. For example, pricing 

information for exchange-traded 

securities (including exchange-traded 

equity securities (such as common 

stocks and Underlying Vehicles), futures 

contracts and sponsored Depositary 

Receipts), will be readily available from 

the websites of the exchanges or boards 

of trade trading such securities or 

futures contracts, automated quotation 

systems, published or other public 

sources, and subscription services such 

as Bloomberg or Reuters. 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. 

Pricing information for unsponsored 

Depositary Receipts, non-exchangetraded investment company securities, 

fixed income securities (including 

bonds; U.S. Government obligations; 

corporate debt securities; securities 

issued by foreign governments and 

supra-national agencies; masterdemand 

[sic] notes; Yankee dollar and 

Eurodollar bank certificates of deposit; 

time deposits; bankers’ acceptances; 

commercial paper; inflation-indexed 

securities; and zero coupon securities), 

repurchase agreements, and money 

market instruments will be available 

through brokers and dealers and/or 

subscription services. Moreover, prior to 

the commencement of listing on the 

Exchange, the Exchange will inform its 

Members in an Information Circular of 

the special characteristics and risks 

associated with trading the Shares. 

Trading in Shares of the Fund will be 

halted under the conditions specified in 

BZX Rule 11.18. Trading may also be 

halted because of market conditions or 

for reasons that, in the view of the 

Exchange, make trading in the Shares 

inadvisable. Finally, trading in the 

Shares will be subject to BZX Rule 

14.11(i)(4)(B)(iv), which sets forth 

circumstances under which Shares of 

the Fund may be halted. As noted 

above, investors will also have ready 

access to information regarding the 

Fund’s holdings, the Intraday Indicative 

Value, the Disclosed Portfolio, and 

quotation and last sale information of 

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 additional types of activelymanaged exchange-traded products that 

will enhance competition among market 

participants, to the benefit of investors 

and the marketplace. As noted above, 

the Exchange may obtain information 

regarding trading in 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. In 

addition, as noted above, investors will 

have ready access to information 

regarding the Fund’s holdings, the 

Intraday Indicative Value, 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, 

rather will facilitate the transfer from 

Arca and listing of an additional 

actively-managed exchange-traded 

product on the Exchange, which will 

enhance competition among listing 

venues, to the benefit of issuers, 

investors, and the marketplace more 

broadly. 


amozie on DSK3GDR082PROD with NOTICES1
64630 Federal Register / Vol. 83, No. 241 / Monday, December 17, 2018 / Notices 

39 15 U.S.C. 78s(b)(3)(A). 

40 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

41See supra note 7. 

42For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 43 17 CFR 200.30–3(a)(12). 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change 

does not: (i) Significantly affect the 

protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 39 and Rule 19b– 

4(f)(6) thereunder.40

The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Commission notes that BZX 

is requesting approval to list a series of 

Managed Fund Shares that was 

previously approved by the Commission 

to list and trade, and is currently listed 

and traded, on Arca and that the 

Exchange has represented that this 

proposal is substantively identical to the 

Prior Proposal, and the issuer represents 

that all material representations 

contained within the Prior Proposal 

remain true.41 Accordingly, the 

Commission believes that the proposal 

raises no new or novel regulatory issues 

and that waiver of the 30-day operative 

delay is consistent with the protection 

of investors and the public interest. The 

Commission therefore waives the 30-day 

operative delay and designates the 

proposed rule change to be operative 

upon filing.42

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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 rule-comments@

sec.gov. Please include File Number SRCboeBZX–2018–085 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–CboeBZX–2018–085. 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 website (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 website 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 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CboeBZX–2018–085 and 

should be submitted on or before 

January 7, 2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.43

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2018–27206 Filed 12–14–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: Notice is hereby given, 

pursuant to the provisions of the 

Government in the Sunshine Act, Pub. 

L. 94–409, the Securities and Exchange 

Commission will hold an Open Meeting 

on Wednesday, December 19, 2018 at 

9:00 a.m. 

PLACE: The meeting will be held in 

Auditorium LL–002 at the 

Commission’s headquarters, 100 F 

Street NE, Washington, DC 20549. 

STATUS: This meeting will begin at 9:00 

a.m. (ET) and will be open to the public. 

Seating will be on a first-come, firstserved basis. Visitors will be subject to 

security checks. The meeting will be 

webcast on the Commission’s website at 

www.sec.gov. 

MATTERS TO BE CONSIDERED: The subject 

matters of the Open Meeting will be the 

Commission’s consideration of: 

• Whether to approve the 2019 

budget of the Public Company 

Accounting Oversight Board and the 

related annual accounting support fee 

for the Board under Section 109 of the 

Sarbanes-Oxley Act of 2002. 

• Whether to issue a Request for 

Comment on the nature and content of 

quarterly reports and earnings releases 

issued by reporting companies. 

• Whether to adopt Rule of Practice 

194 pursuant to Section 15F(b)(6) of the 

Securities Exchange Act of 1934. 

• Whether to propose rules under 

Section 15F(i)(2) of the Securities 

Exchange Act of 1934 that would 

require security-based swap dealers and 

major security-based swap participants 

to comply with certain risk mitigation 

techniques with respect to portfolios of 

security-based swaps not submitted for 

clearing to a central counterparty. 

• Whether to adopt rules to 

implement Section 955 of the DoddFrank Wall Street Reform and Consumer 

Protection Act by requiring disclosure 

about the ability of a company’s 

employees or directors to hedge or offset 

any decrease in the market value of 

equity securities granted as 

compensation to, or held directly or 

indirectly by, an employee or director. 


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