46820 Federal Register / Vol. 74, No. 175 / Friday, September 11, 2009 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Commission approved NYSE Arca Equities 

Rule 8.600 and the listing and trading of certain 

funds of the PowerShares Actively Managed Funds 

Trust on the Exchange pursuant to Rule 8.600 in 

Securities Exchange Act Release No. 57619 (April 

4, 2008) 73 FR 19544 (April 10, 2008) (SR– 

NYSEArca–2008–25). The Commission also 

previously approved listing and trading on the 

Exchange, or trading on the Exchange pursuant to 

unlisted trading privileges (‘‘UTP’’) of the following 

actively managed funds under Rule 8.600: 

Securities Exchange Act Release No. 57626 (April 

4, 2008), 73 FR 19923 (April 11, 2008) (SR– 

NYSEArca–2008–28) (order approving trading on 

the Exchange pursuant to UTP of Bear Stearns 

Active ETF); Securities Exchange Act Release No. 

57801 (May 8, 2008), 73 FR 27878 (May 14, 2008) 

(SR–NYSEArca–2008–31) (order approving 

Exchange listing and trading of twelve activelymanaged funds of the WisdomTree Trust); 

Securities Exchange Act Release No. 59826 (April 

28, 2009), 74 FR 20512 (May 4, 2009) (SR– 

NYSEArca–2009–22) (order approving Exchange 

listing and trading of Grail American Beacon Large 

Cap Value ETF); Securities Exchange Act Release 

No. 60460 (August 7, 2009), 74 FR 41468 (August 

17, 2009) (SR–NYSEArca–2009–55) (order 

approving Exchange listing and trading of Dent 

Tactical ETF). 

4See Registration Statement on Form N–1A for 

the Trust filed with the Securities and Exchange 

Commission on July 22, 2009 (File Nos. 333–155395 

and 811–22250) (the ‘‘Registration Statement’’). The 

descriptions of the Funds and the Shares contained 

herein are based on information in the Registration 

Statement. 

5The Exchange represents that the Adviser, as the 

investment adviser of the Funds, and its related 

personnel, are subject to Investment Advisers Act 

Rule 204A–1. This Rule specifically requires the 

adoption of a code of ethics by an investment 

advisor to include, at a minimum: (i) Standards of 

business conduct that reflect the firm’s/personnel 

fiduciary obligations; (ii) provisions requiring 

supervised persons to comply with applicable 

Federal securities laws; (iii) provisions that require 

all access persons to report, and the firm to review, 

their personal securities transactions and holdings 

periodically as specifically set forth in Rule 204A– 

1; (iv) provisions requiring supervised persons to 

report any violations of the code of ethics promptly 

to the chief compliance officer (‘‘CCO’’) or, 

provided the CCO also receives reports of all 

violations, to other persons designated in the code 

of ethics; and (v) provisions requiring the 

investment advisor to provide each of the 

supervised persons with a copy of the code of ethics 

with an acknowledgement by said supervised 

persons. In addition, Rule 206(4)–7 under the 

Advisers Act makes it unlawful for an investment 

advisor to provide investment advice to clients 

unless such investment advisor has (i) adopted and 

implemented written policies and procedures 

reasonably designed to prevent violation, by the 

investment advisor 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. 

6The Funds have made application for an order 

granting certain exemptive relief to the Trust under 

the Investment Company Act of 1940 (15 U.S.C. 

80a–1) (‘‘1940 Act’’). In compliance with 

Commentary .05 to NYSE Arca Equities Rule 8.600, 

which applies to Managed Fund Shares based on 

an international or global portfolio, the Trust’s 

application for exemptive relief under the 1940 Act 

states that the Funds will comply with the Federal 

securities laws in accepting securities for deposits 

and satisfying redemptions with redemption 

securities, including that the securities accepted for 

deposits and the securities used to satisfy 

redemption requests are sold in transactions that 

would be exempt from registration under the 

Securities Act of 1933 (15 U.S.C. 77a). 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2009–77 and 

should be submitted on or before 

October 2, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–21886 Filed 9–10–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60619; File No. SR– 

NYSEArca–2009–79] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change Relating to Listing of Five 

Fixed Income Funds of the PIMCO ETF 

Trust 

September 3, 2009. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that, 

on August 27, 2009, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Pursuant to the provisions of Section 

19(b)(1) of the Exchange Act, NYSE 

Arca, through its wholly-owned 

subsidiary NYSE Arca Equities, Inc. 

(‘‘NYSE Arca Equities’’ or the 

‘‘Corporation’’), proposes to list and 

trade the shares of the following funds 

of the PIMCO ETF Trust (the ‘‘Trust’’) 

under NYSE Arca Equities Rule 8.600 

(Managed Fund Shares): PIMCO 

Enhanced Short Maturity Strategy Fund, 

PIMCO Government Limited Maturity 

Strategy Fund, PIMCO Intermediate 

Municipal Bond Strategy Fund, PIMCO 

Prime Limited Maturity Strategy Fund, 

and PIMCO Short Term Municipal Bond 

Strategy Fund, (each a ‘‘Fund’’ and, 

collectively, the ‘‘Funds’’). The shares of 

the Funds are collectively referred to 

herein as the ‘‘Shares.’’ 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.nyx.com, at the 

Exchange’s principal office and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade the Shares of the Funds under 

NYSE Arca Equities Rule 8.600, which 

governs the listing and trading of 

Managed Fund Shares on the 

Exchange.3 Each of the Funds will be an 

actively managed exchange traded fund. 

The Shares will be offered by the Trust, 

which is a Delaware statutory trust. The 

Trust is registered with the Commission 

as an investment company.4

Description of the Shares and the Funds 

Pacific Investment Management 

Company LLC (‘‘PIMCO’’) is the 

investment adviser (‘‘Adviser’’) to each 

Fund.5 State Street Bank & Trust Co. is 

the custodian and transfer agent for the 

Funds. The Trust’s Distributor is Allianz 

Global Investors Distributors LLC (the 

‘‘Distributor’’), an indirect subsidiary of 

Allianz Global Investors of America L.P. 

(‘‘AGI’’), PIMCO’s parent company. The 

Distributor is a registered brokerdealer.6

Commentary .07 to Rule 8.600 

provides that, if the investment adviser 

to the Investment Company issuing 

Managed Fund Shares is affiliated with 

a broker-dealer, such investment adviser 

shall erect a ‘‘fire wall’’ between the 

investment adviser and the brokerdealer with respect to access to 


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7An 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 investment adviser is 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 nonpublic information by an investment adviser must 

be consistent with Rule 204A–1 under the Advisers 

Act. 

8The investment objective of each Fund is nonfundamental and may be changed by the Board of 

Trustees without shareholder approval. 

9According to the Registration Statement, ‘‘Fixed 

Income Instruments,’’ as used generally in the 

Registration Statement, includes: 

• Securities issued or guaranteed by the U.S. 

Government, its agencies or government-sponsored 

enterprises (‘‘U.S. Government Securities’’); 

• Corporate debt securities of U.S. and non-U.S. 

issuers, including corporate commercial paper; 

• Mortgage-backed and other asset-backed 

securities; 

• Inflation-indexed bonds issued both by 

governments and corporations; 

• Structured notes, including hybrid or 

‘‘indexed’’ securities; 

• Loan participations and assignments; 

• Delayed funding loans and revolving credit 

facilities; 

• Bank certificates of deposit, fixed time deposits 

and bankers’ acceptances; 

• Repurchase agreements on Fixed Income 

Instruments and reverse repurchase agreements on 

Fixed Income Instruments; 

• Debt securities issued by States or local 

governments and their agencies, authorities and 

other government-sponsored enterprises; 

• Obligations of non-U.S. governments or their 

subdivisions, agencies and government-sponsored 

enterprises; and 

• Obligations of international agencies or 

supranational entities. 

10According to the Registration Statement, 

PIMCO generally considers an instrument to be 

economically tied to a non-U.S. country if the issuer 

is a foreign government (or any political 

subdivision, agency, authority or instrumentality of 

such government), or if the issuer is organized 

under the laws of a non-U.S. country. In the case 

of certain money market instruments, such 

instruments will be considered economically tied to 

a non-U.S. country if either the issuer or the 

guarantor of such money market instrument is 

organized under the laws of a non-U.S. country. 

With respect to derivative instruments, PIMCO 

generally considers such instruments to be 

economically tied to non-U.S. countries if the 

underlying assets are foreign currencies (or baskets 

or indexes of such currencies), or instruments or 

securities that are issued by foreign governments or 

issuers organized under the laws of a non-U.S. 

country (or if the underlying assets are certain 

money market instruments, if either the issuer or 

the guarantor of such money market instruments is 

organized under the laws of a non-U.S. country). 

information concerning the composition 

and/or changes to such Investment 

Company portfolio.7 In addition, 

Commentary .07 further requires that 

personnel who make decisions on the 

open-end fund’s portfolio composition 

must be subject to procedures designed 

to prevent the use and dissemination of 

material nonpublic information 

regarding the open-end fund’s portfolio. 

Commentary .07 to Rule 8.600 is similar 

to Commentary .03(a)(i) and (iii) to 

NYSE Arca Equities Rule 5.2(j)(3); 

however, Commentary .07 in connection 

with the establishment of a ‘‘fire wall’’ 

between the investment adviser and the 

broker-dealer reflects the applicable 

open-end fund’s portfolio, not an 

underlying benchmark index, as is the 

case with index-based funds. The 

Adviser is affiliated with a brokerdealer, Allianz Global Investors 

Distributors LLC, and has implemented 

a fire wall with respect to such brokerdealer regarding access to information 

concerning the composition and/or 

changes to a portfolio. 

None of the Funds will invest in nonU.S. equity securities. 

PIMCO Enhanced Short Maturity 

Strategy Fund 

According to the Registration 

Statement, the Fund’s investment 

objective is to seek maximum current 

income, consistent with preservation of 

capital and daily liquidity.8

The Fund seeks to achieve its 

investment objective by investing under 

normal circumstances at least 65% of its 

total assets in a diversified portfolio of 

Fixed Income Instruments 9 of varying 

maturities, which may be represented 

by forwards or derivatives such as 

options, futures contracts or swap 

agreements. The average portfolio 

duration of this Fund will vary based on 

PIMCO’s forecast for interest rates and 

will normally not exceed one year. The 

dollar-weighted average portfolio 

maturity of the Fund is normally not 

expected to exceed three years. 

According to the Registration 

Statement, the Fund primarily invests in 

U.S. dollar-denominated investment 

grade debt securities, rated Baa or 

higher by Moody’s, or equivalently rated 

by S&P or Fitch, or, if unrated, 

determined by PIMCO to be of 

comparable quality. The Fund may 

invest, without limitation, in U.S. 

dollar-denominated fixed income 

securities and instruments that are 

economically tied to foreign (non-U.S.) 

countries.10 The Fund may invest up to 

5% of its total assets in U.S. dollardenominated fixed-income securities 

and instruments that are economically 

tied to emerging market countries. 

The Fund may invest, without 

limitation, in derivative instruments, 

such as options, futures contracts or 

swap agreements, or in mortgage- or 

asset-backed securities. The Fund may, 

without limitation, seek to obtain 

market exposure to the fixed income 

securities in which it primarily invests 

by entering into a series of purchase and 

sale contracts or by using other 

investment techniques (such as buy 

backs or dollar rolls). 

As described in the Registration 

Statement, the Enhanced Short Maturity 

Strategy Fund also may invest in the 

following: up to 5% of its total assets in 

any combination of mortgage-related or 

other asset-backed interest-only, 

principal-only or inverse floater 

securities; fixed- and floating-rate loans, 

which investments generally will be in 

the form of loan participations and 

assignments of portions of such loans; 

U.S. dollar-denominated fixed income 

securities and instruments; and Brady 

Bonds, which are securities created 

through the exchange of existing 

commercial bank loans to sovereign 

entities for new obligations in 

connection with a debt restructuring. 

The Fund may, but is not required to, 

use derivative instruments for risk 

management purposes or as part of its 

investment strategies. According to the 

Registration Statement, generally, 

derivatives are financial contracts 

whose value depends upon, or is 

derived from, the value of an underlying 

asset, reference rate or index, and may 

relate to stocks, bonds, interest rates, 

currencies or currency exchange rates, 

commodities, and related indexes. 

Examples of derivative instruments 

include options contracts, futures 

contracts, options on futures contracts 

and swap agreements (including, but 

not limited to, credit default swaps and 

swaps on exchange traded funds). 

PIMCO Government Limited Maturity 

Strategy Fund 

According to the Registration 

Statement, the Fund’s investment 

objective is to seek maximum current 

income, consistent with preservation of 

capital and daily liquidity. The Fund 

seeks to achieve its investment objective 

by investing under normal 

circumstances at least 80% of its assets 

in a diversified portfolio of fixed income 

securities that are issued or guaranteed 

by the U.S. Government, its agencies or 

government-sponsored enterprises 

(‘‘U.S. Government Securities’’). Assets 

not invested in U.S. Government 

Securities may be invested in other 

types of Fixed Income Instruments. 

According to the Registration 

Statement, the Fund’s investments in 

Fixed Income Instruments are limited to 

those of investment grade U.S. dollardenominated securities of U.S. issuers 

that are rated Aa or higher by Moody’s, 

or equivalently rated by S&P or Fitch, 

or, if unrated, determined by PIMCO to 

be of comparable quality. The average 

portfolio duration of this Fund will vary 

based on PIMCO’s forecast for interest 


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11According to the Registration Statement, the 

term ‘‘illiquid securities’’ for this purpose means 

securities that cannot be disposed of within seven 

days in the ordinary course of business at 

approximately the amount at which a Fund has 

valued the securities. 

12The NAV of each Fund’s shares generally is 

calculated once daily Monday through Friday as of 

the close of regular trading on the New York Stock 

Exchange, generally 4:00 p.m. Eastern time (the 

‘‘NAV Calculation Time’’) on any Business Day as 

defined in the Registration Statement. NAV per 

share is calculated by dividing a Fund’s net assets 

by the number of Fund shares outstanding. For 

more information regarding the valuation of Fund 

investments in calculating a Fund’s NAV, see the 

Registration Statement. 

rates and will normally not exceed one 

year. The Fund may only invest in 

securities that mature within two years 

from the date of purchase. 

The Fund may, without limitation, 

seek to obtain market exposure to the 

fixed income securities in which it 

primarily invests by entering into a 

series of purchase and sale contracts or 

by using other investment techniques 

(such as buy backs or dollar rolls). 

PIMCO Intermediate Municipal Bond 

Strategy Fund 

According to the Registration 

Statement, the Fund’s investment 

objective is to seek attractive tax-exempt 

income, consistent with preservation of 

capital. The Fund seeks to achieve its 

investment objective by investing under 

normal circumstances at least 80% of its 

assets in a diversified portfolio of debt 

securities whose interest is, in the 

opinion of bond counsel for the issuer 

at the time of issuance, exempt from 

Federal income tax (‘‘Municipal 

Bonds’’). Municipal Bonds generally are 

issued by or on behalf of States and 

local governments and their agencies, 

authorities and other instrumentalities. 

According to the Registration 

Statement, the Fund does not intend to 

invest in securities whose interest is 

subject to the Federal alternative 

minimum tax. The Fund may only 

invest in U.S. dollar-denominated 

investment grade debt securities. The 

Fund may invest 25% or more of its 

total assets in Municipal Bonds that 

finance similar projects, such as those 

relating to education, health care, 

housing, transportation, and utilities, 

and 25% or more of its total assets in 

industrial development bonds. The 

average portfolio duration of this Fund 

normally varies from three to eight 

years, based on PIMCO’s forecast for 

interest rates. The portfolio manager 

focuses on bonds with the potential to 

offer attractive current income, typically 

looking for bonds that can provide 

consistently attractive current yields or 

that are trading at competitive market 

prices. 

The Fund may, without limitation, 

seek to obtain market exposure to the 

fixed income securities in which it 

primarily invests by entering into a 

series of purchase and sale contracts or 

by using other investment techniques 

(such as buy backs or dollar rolls). 

PIMCO Prime Limited Maturity Strategy 

Fund 

According to the Registration 

Statement, the Fund’s investment 

objective is to seek maximum current 

income, consistent with preservation of 

capital and daily liquidity. The Fund 

seeks to achieve its investment objective 

by investing under normal 

circumstances at least 65% of its total 

assets in a diversified portfolio of fixed 

income securities of varying maturities. 

The Fund may only invest in U.S. 

dollar-denominated securities that 

mature within 397 days from the date of 

purchase or floating rate U.S. 

government agency securities that 

mature within two years from the date 

of purchase. The average portfolio 

duration of this Fund will vary based on 

PIMCO’s forecast for interest rates and 

will normally not exceed 90 days. 

According to the Registration 

Statement, the Fund primarily invests in 

U.S. dollar-denominated investment 

grade debt securities, rated A or higher 

by Moody’s, or equivalently rated by 

S&P or Fitch, or, if unrated, determined 

by PIMCO to be of comparable quality. 

The Fund may, without limitation, 

seek to obtain market exposure to the 

fixed income securities in which it 

primarily invests by entering into a 

series of purchase and sale contracts or 

by using other investment techniques 

(such as buy backs or dollar rolls). 

PIMCO Short Term Municipal Bond 

Strategy Fund 

According to the Registration 

Statement, the Fund’s investment 

objective is to seek attractive tax-exempt 

income, consistent with preservation of 

capital. The Fund seeks to achieve its 

investment objective by investing under 

normal circumstances at least 80% of its 

assets in a diversified portfolio of 

Municipal Bonds. 

According to the Registration 

Statement, the Fund does not intend to 

invest in securities whose interest is 

subject to the Federal alternative 

minimum tax. The Fund may only 

invest in U.S. dollar-denominated 

investment grade debt securities. The 

Fund may invest 25% or more of its 

total assets in Municipal Bonds that 

finance similar projects, such as those 

relating to education, health care, 

housing, transportation, and utilities, 

and 25% or more of its total assets in 

industrial development bonds. The 

average portfolio duration of this Fund 

varies based on PIMCO’s forecast for 

interest rates and under normal market 

conditions is not expected to exceed 

three years. The dollar-weighted average 

portfolio maturity of the Fund is 

normally not expected to exceed three 

years. The portfolio manager focuses on 

bonds with the potential to offer 

attractive current income, typically 

looking for bonds that can provide 

consistently attractive current yields or 

that are trading at competitive market 

prices. 

The Fund may, without limitation, 

seek to obtain market exposure to the 

securities in which it primarily invests 

by entering into a series of purchase and 

sale contracts or by using other 

investment techniques (such as buy 

backs or dollar rolls). 

Each Fund may enter into repurchase 

agreements, in which the Fund 

purchases a security from a bank or 

broker-dealer, which agrees to 

repurchase the security at the Fund’s 

cost plus interest within a specified 

time. In addition, each Fund may enter 

into reverse repurchase agreements and 

dollar rolls; may purchase securities 

which it is eligible to purchase on a 

when-issued basis; may purchase and 

sell such securities for delayed delivery 

and may make contracts to purchase 

such securities for a fixed price at a 

future date beyond normal settlement 

time (forward commitments); may 

invest in, to the extent permitted by 

Section 12(d)(1) of the 1940 Act, other 

affiliated and unaffiliated funds, such as 

open-end or closed-end management 

investment companies, including other 

exchange traded funds; may invest 

securities lending collateral in one or 

more money market funds to the extent 

permitted by Rule 12d1–1 under the 

1940 Act; and may invest up to 15% of 

its net assets in illiquid securities.11

The Shares 

According to the Registration 

Statement, Shares of a Fund that trade 

in the secondary market are ‘‘created’’ at 

NAV 12 by Authorized Participants only 

in block-size Creation Units of 100,000 

shares or multiples thereof. Each 

Authorized Participant enters into an 

authorized participant agreement with 

the Funds’ Distributor. A creation 

transaction, which is subject to 

acceptance by the transfer agent, takes 

place when an Authorized Participant 

deposits into a Fund a specified amount 

of cash and/or a portfolio of securities 

specified by such Fund in exchange for 

a specified number of Creation Units. 

Similarly, Shares can be redeemed 

only in Creation Units, generally in-kind 


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13The Bid/Ask Price of each Fund is determined 

using the midpoint of the highest bid and the 

lowest offer on the Exchange as of the time of 

calculation of the NAV. The records relating to Bid/ 

Ask Prices will be retained by each Fund and its 

service providers. 

14The Core Trading Session is 9:30 a.m. to 4 p.m. 

Eastern time. 

15Under 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’’). Notwithstanding the 

foregoing, portfolio trades that are executed prior to 

the opening of the Exchange on any business day 

may be booked and reflected in NAV on such 

business day. Accordingly, each 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. 16See 17 CFR 240.10A–3. 

for a portfolio of securities held by a 

Fund and/or for a specified amount of 

cash. Except when aggregated in 

Creation Units, Shares are not 

redeemable by a Fund. The prices at 

which creations and redemptions occur 

are based on the next calculation of 

NAV after an order is received. 

Requirements as to the timing and form 

of orders are described in the authorized 

participant agreement. 

PIMCO, through the National 

Securities Clearing Corporation 

(‘‘NSCC’’), makes available on each 

Business Day, prior to the opening of 

business (subject to amendments) on the 

Exchange (currently 9:30 a.m., Eastern 

time), the identity and the required 

number of shares of each Deposit 

Security and the amount of the Cash 

Component to be included in the 

current Fund Deposit (based on 

information at the end of the previous 

Business Day). 

Creations and redemptions must be 

made by an Authorized Participant or 

through a firm that is either a member 

of the Continuous Net Settlement 

System of the NSCC or a DTC 

participant, and in each case, must have 

executed an agreement with the 

Distributor with respect to creations and 

redemptions of Creation Unit 

aggregations. 

Additional information regarding the 

Trust and the Shares, including 

investment strategies, risks, creation and 

redemption procedures, fees, portfolio 

holdings, disclosure policies, 

distributions and taxes is included in 

the Registration Statement. All terms 

relating to the Funds that are referred to, 

but not defined in, this proposed rule 

change are defined in the Registration 

Statement. 

Availability of Information 

The Funds’ Web site (http:// 

www.pimcoetfs.com), which will be 

publicly available prior to the public 

offering of Shares, will include a form 

of the Prospectus for each Fund that 

may be downloaded. The Web site will 

include additional quantitative 

information updated on a daily basis, 

including, for the Funds: (1) The prior 

business day’s reported NAV, mid-point 

of the bid/ask spread at the time of 

calculation of such NAV (the ‘‘Bid/Ask 

Price’’),13 and a calculation of the 

premium and discount of the Bid/Ask 

Price against the NAV; and (2) data in 

chart format displaying the frequency 

distribution of discounts and premiums 

of the daily Bid/Ask Price against the 

NAV, within appropriate ranges, for 

each of the four previous calendar 

quarters. On each business day, before 

commencement of trading in Shares in 

the Core Trading Session 14 on the 

Exchange, the Trust will disclose on its 

Web site the identities and quantities of 

the portfolio of securities and other 

assets (the ‘‘Disclosed Portfolio’’) held 

by the Funds that will form the basis for 

the Funds’ calculation of NAV at the 

end of the business day.15 The Web site 

and information will be publicly 

available at no charge. 

In addition, for each Fund, an 

estimated value, defined in NYSE Arca 

Equities Rule 8.600 as the ‘‘Portfolio 

Indicative Value,’’ that reflects an 

estimated intraday value of the Fund’s 

portfolio, will be disseminated. The 

Portfolio Indicative Value will be based 

upon the current value for the 

components of the Disclosed Portfolio 

and will be updated and disseminated 

by the Exchange at least every 15 

seconds during the Core Trading 

Session on the Exchange through the 

facilities of the Consolidated Tape 

Association. The dissemination of the 

Portfolio Indicative Value, together with 

the Disclosed Portfolio, will allow 

investors to determine the value of the 

underlying portfolio of a Fund on a 

daily basis and to provide a close 

estimate of that value throughout the 

trading day. 

Information regarding market price 

and volume of the Shares is and will be 

continually available on a real-time 

basis throughout the day on brokers’ 

computer screens and other electronic 

services. The previous day’s closing 

price and trading volume information 

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 high-speed line. 

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 http:// 

www.sec.gov. 

Initial and Continued Listing 

The Shares will be subject to NYSE 

Arca Equities Rule 8.600(d), which sets 

forth the initial and continued listing 

criteria applicable to Managed Fund 

Shares. The Exchange represents that, 

for initial and/or continued listing, the 

Shares must be in compliance with Rule 

10A–3 16 under the Exchange Act, as 

provided by NYSE Arca Equities Rule 

5.3. A minimum of 100,000 Shares will 

be outstanding at the commencement of 

trading on the Exchange. The Exchange 

will obtain a representation from the 

issuer of the Shares that the net asset 

value per Share will be calculated daily 

and that the net asset value and the 

Disclosed Portfolio will be made 

available to all market participants at 

the same time. 

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 Funds. Shares of the Funds will be 

halted if the ‘‘circuit breaker’’ 

parameters in NYSE Arca Equities Rule 

7.12 are reached. Trading 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 comprising the 

Disclosed Portfolio and/or the financial 

instruments 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 NYSE Arca 

Equities Rule 8.600(d)(2)(D), which sets 

forth circumstances under which Shares 

of the Funds 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. Shares will trade on 

the NYSE Arca Marketplace from 4 a.m. 

to 8 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. The minimum trading 


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46824 Federal Register / Vol. 74, No. 175 / Friday, September 11, 2009 / Notices 

17For a list of the current members of ISG, see 

http://www.isgportal.org. The Exchange notes that 

not all of the components of the Disclosed Portfolio 

for the Funds may trade on exchanges that are 

members of ISG. 18 15 U.S.C. 78f(b)(5). 

increment for Shares on the Exchange 

will be $0.01. 

Surveillance 

The Exchange intends to utilize its 

existing surveillance procedures 

applicable to derivative products (which 

includes Managed Fund Shares) to 

monitor trading in the Shares. The 

Exchange represents that these 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

in all trading sessions and to deter and 

detect violations of Exchange rules and 

applicable Federal securities laws. 

The Exchange’s current trading 

surveillance focuses on detecting 

securities trading outside their normal 

patterns. When such situations are 

detected, surveillance analysis follows 

and investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

The Exchange may obtain information 

via the Intermarket Surveillance Group 

(‘‘ISG’’) from other exchanges who are 

members of ISG.17

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

ETP 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 

ETP Holders to learn the essential facts 

relating to every customer prior to 

trading the Shares; (3) the risks involved 

in trading the Shares during the 

Opening and Late Trading Sessions 

when an updated Portfolio Indicative 

Value will not be calculated or publicly 

disseminated; (4) how information 

regarding the Portfolio Indicative Value 

is disseminated; (5) the requirement that 

ETP Holders deliver a prospectus to 

investors purchasing newly issued 

Shares prior to or concurrently with the 

confirmation of a transaction; and (6) 

trading information. 

In addition, the Bulletin will 

reference that the Funds are 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 

Exchange Act. The Bulletin will also 

disclose that the NAV for the Shares 

will be calculated after 4 p.m. Eastern 

time each trading day. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

requirement under Section 6(b)(5) 18

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 will facilitate the listing and 

trading of additional types of exchangetraded products that will enhance 

competition among market participants, 

to the benefit of investors and the 

marketplace. In addition, the listing and 

trading criteria set forth in NYSE Arca 

Equities Rule 8.600 are intended to 

protect investors and the public interest. 

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 purposes of the Act. 

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 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date 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 the proposed rule 

change, or 

B. Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

The Exchange has requested 

accelerated approval of this proposed 

rule change prior to the 30th day after 

the date of publication of notice in the 

Federal Register. The Commission is 

considering granting accelerated 

approval of the proposed rule change at 

the end of a 15-day comment period. 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSEArca–2009–79 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2009–79. This 

file number should be included on the 

subject line if e-mail 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 inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 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; 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 


cprice-sewell on DSKGBLS3C1PROD with NOTICES
Federal Register / Vol. 74, No. 175 / Friday, September 11, 2009 / Notices 46825 

19 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). 

5This series was inadvertently listed within $0.50 

of an existing strike and was therefore delisted. See 

Rule 5.5.01(a)(2). 

6The parenthetical text is being proposed to 

eliminate ambiguity about the Exchange’s ability to 

list a restricted series pursuant to proposed Rule 

5.4.12(b) in the event other Exchange Rules would 

otherwise prohibit the listing of that series. 

7See Rule 5.4. 

8 15 U.S.C. 78f(b)(5). 

Number SR–NYSEArca–2009–79 and 

should be submitted on or before 

September 28, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–21908 Filed 9–10–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60625; File No. SR–CBOE– 

2009–066] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Permit CBOE To List 

Series That Are Restricted to Closing 

Transactions if Such Series Are Listed 

and Restricted To Closing 

Transactions on Another Exchange 

September 4, 2009. 

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 

September 3, 2009, Chicago Board 

Options Exchange, Incorporated 

(‘‘Exchange’’ or ‘‘CBOE’’) 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 

CBOE proposes to amend 

Interpretation and Policy .12 to Rule 5.4 

to permit the Exchange to list series that 

are restricted to closing transactions if 

such series are listed and restricted to 

closing transactions on another 

exchange. The text of the rule proposal 

is available on the Exchange’s Web site 

(http://www.cboe.org/legal), at the 

Exchange’s Office of the Secretary and 

at the Commission. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of 

and basis for the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of this proposed rule 

change is to amend Interpretation and 

Policy .12 to Rule 5.4 to permit the 

Exchange to list series that are restricted 

to closing transactions if such series are 

listed and restricted to closing 

transactions on another exchange. 

The impetus for this filing is a 

customer request for the Exchange to list 

a series that was previously delisted by 

the Exchange so that the customer may 

close an existing position in the delisted 

series. Specifically, on August 27, 2009, 

CBOE delisted the January 2010 7 El 

Paso, Corp. (EPY) strike.5 Currently, that 

series is listed on one other exchange 

and is restricted to closing transactions 

only. On September 1, 2009, the 

Exchange received a customer request to 

re-list the January 2010 7 EPY strike 

because the customer wants to close out 

their position on CBOE, and not on the 

other exchange that currently lists the 

restricted January 2010 7 EPY strike. 

The Exchange wants to accommodate 

the customer and is therefore proposing 

to amend Interpretation and Policy .12 

to Rule 5.4. 

Specifically, the Exchange proposes to 

add new subparagraph (b) to 

Interpretation and Policy .12 to Rule 5.4. 

to provide that if an option series is 

listed but restricted to closing 

transactions on another national 

securities exchange, the Exchange may 

list such series (even if such series 

would not otherwise be eligible for 

listing under the Exchange’s Rules), 

which shall also be restricted to closing 

transactions on the Exchange.6 Similar 

to series that no longer meet the 

Exchange’s criteria for continued listing, 

(i) opening transactions by market 

makers executed to accommodate 

closing transactions of other market 

participants, and (ii) opening 

transactions by CBOE member 

organizations to facilitate the closing 

transactions of public customers 

executed as crosses pursuant to and in 

accordance with CBOE Rule 6.74(b) or 

(d) will be permitted in any restricted 

series listed pursuant to Rule 5.4.12(b).7

No restrictions will be in place with 

respect to the exercise of any restricted 

series. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the requirements provided under 

Section 6(b)(5) of the Act,8 that the rules 

of an exchange be designed to promote 

just and equitable principles of trade, to 

prevent fraudulent and manipulative 

acts and, in general, to protect investors 

and the public interest. Permitting the 

Exchange to accommodate a customer 

request will encourage competition and 

not harm investors or the public 

interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

CBOE does not believe that the 

proposed rule change will impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

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 

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 prior to 30 days from the date 

on which it was filed, or such shorter 

time as the Commission may designate, 

if consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 


cprice-sewell on DSKGBLS3C1PROD with NOTICES