[Federal Register Volume 80, Number 34 (Friday, February 20, 2015)]
[Notices]
[Pages 9294-9301]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-03519]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74278; File No. SR-NYSEArca-2015-04]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change, as Modified by Amendment No. 1, Relating to 
the Listing and Trading of Shares of the Innovator IBD[supreg] 50 Fund 
Under NYSE Arca Equities Rule 8.600

February 13, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on January 30, 2015, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. On February 12, 2015, the Exchange filed Amendment No. 1 
to the proposal.\4\ The Commission is publishing this notice, as 
modified by Amendment No. 1, to solicit comments on the proposed rule 
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ Amendment No. 1 replaces SR-NYSEArca-2015-004 and supersedes 
such filing in its entirety.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade the shares of the following 
under NYSE Arca Equities Rule 8.600 (``Managed Fund Shares''): 
Innovator IBD[supreg] 50 Fund. The text of the proposed rule change is 
available on the Exchange's Web site at www.nyse.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
following under NYSE Arca Equities Rule 8.600, which governs the 
listing and trading of Managed Fund Shares: \5\ Innovator IBD[supreg] 
50 Fund (``Fund''). The Shares will be offered by Academy Funds Trust 
(the ``Trust''),\6\ an open-end management investment company.\7\ The 
investment adviser to the Fund will be Innovator Management LLC (the 
``Adviser''). Penserra Capital Management LLC will be the Fund's sub-
adviser (``Sub-Adviser''). Quasar Distributors, LLC (the 
``Distributor'') will be the principal underwriter and distributor of 
the Fund's Shares. U.S. Bank, N.A. (the ``Administrator'' or 
``Custodian'') will serve as the administrator, custodian and transfer 
agent for the Fund.
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    \5\ A Managed Fund Share is a security that represents an 
interest in an investment company registered under the Investment 
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an 
open-end investment company or similar entity that invests in a 
portfolio of securities selected by its investment adviser 
consistent with its investment objectives and policies. In contrast, 
an open-end investment company that issues Investment Company Units, 
listed and traded on the Exchange under NYSE Arca Equities Rule 
5.2(j)(3), seeks to provide investment results that correspond 
generally to the price and yield performance of a specific foreign 
or domestic stock index, fixed income securities index or 
combination thereof.
    \6\ The Trust is registered under the 1940 Act. On October 9, 
2014 and on December 19, 2014, the Trust filed with the Commission 
amendments to its registration statement on Form N-1A under the 
Securities Act of 1933 (15 U.S.C. 77a) (``Securities Act'') and 
under the 1940 Act relating to the Fund (File Nos. 333-146827 and 
811-22135) (``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. 31248 (September 9, 
2014) (File No. 812-14308) (``Exemptive Order'').
    \7\ The Commission has approved listing and trading on the 
Exchange of a number of actively managed funds under Rule 8.600. 
See, e.g., Securities Exchange Act Release Nos. 63076 (October 12, 
2010), 75 FR 63874 (October 18, 2010) (SR-NYSEArca-2010-79) (order 
approving Exchange listing and trading of Cambria Global Tactical 
ETF); 63802 (January 31, 2011), 76 FR 6503 (February 4, 2011) (SR-
NYSEArca-2010-118) (order approving Exchange listing and trading of 
the SiM Dynamic Allocation Diversified Income ETF and SiM Dynamic 
Allocation Growth Income ETF); and 65468 (October 3, 2011), 76 FR 
62873 (October 11, 2011) (SR-NYSEArca-2011-51) (order approving 
Exchange listing and trading of TrimTabs Float Shrink ETF).
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    Commentary .06 to Rule 8.600 provides that, if the investment 
adviser to the investment company issuing Managed Fund Shares is 
affiliated with a broker-dealer, such investment adviser shall erect a 
``fire wall'' between the investment adviser and the broker-dealer with 
respect to access to information concerning the composition and/or 
changes to such investment company portfolio. In addition, Commentary 
.06 further requires that personnel who make decisions on the open-end 
fund's portfolio composition must be subject to procedures designed to 
prevent the use and dissemination of material nonpublic information 
regarding the open-end fund's portfolio.\8\ Commentary .06 to Rule

[[Page 9295]]

8.600 is similar to Commentary .03(a)(i) and (iii) to NYSE Arca 
Equities Rule 5.2(j)(3); however, Commentary .06 in connection with the 
establishment of a ``fire wall'' between the investment adviser and the 
broker-dealer reflects the applicable open-end fund's portfolio, not an 
underlying benchmark index, as is the case with index-based funds. 
Neither the Adviser nor the Sub-Adviser is registered as a broker-
dealer. The Adviser is not affiliated with a broker-dealer. The Sub-
Adviser is affiliated with a broker-dealer and has implemented a ``fire 
wall'' with respect to such broker-dealer regarding access to 
information concerning the composition and/or changes to the Fund's 
portfolio. In the event (a) the Adviser or the Sub-Adviser becomes a 
registered broker-dealer or becomes newly affiliated with a broker-
dealer, or (b) any new adviser or any 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 its 
broker-dealer affiliate regarding access to information concerning the 
composition and/or changes to the Fund's portfolio, and will be subject 
to procedures designed to prevent the use and dissemination of material 
non-public information regarding such portfolio.
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    \8\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, the Adviser and Sub-Adviser and their related 
personnel are subject to the provisions of Rule 204A-1 under the 
Advisers Act relating to codes of ethics. This Rule requires 
investment advisers to adopt a code of ethics that reflects the 
fiduciary nature of the relationship to clients as well as 
compliance with other applicable securities laws. Accordingly, 
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with 
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under 
the Advisers Act makes it unlawful for an investment adviser to 
provide investment advice to clients unless such investment adviser 
has (i) adopted and implemented written policies and procedures 
reasonably designed to prevent violation, by the investment adviser 
and its supervised persons, of the Advisers Act and the Commission 
rules adopted thereunder; (ii) implemented, at a minimum, an annual 
review regarding the adequacy of the policies and procedures 
established pursuant to subparagraph (i) above and the effectiveness 
of their implementation; and (iii) designated an individual (who is 
a supervised person) responsible for administering the policies and 
procedures adopted under subparagraph (i) above.
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Principal Investments
    According to the Registration Statement, the investment objective 
of the Fund will be to seek long-term capital appreciation. Under 
normal circumstances,\9\ the Fund will invest at least 80% of its net 
assets in companies included in the IBD[supreg] 50 Index (``Index'') 
and in other assets identified below in this ``Principal Investments'' 
section. The Fund will generally hold all of the companies included in 
the Index other than during periods when the Fund is rebalanced due to 
changes in the constitution of the Index. The Fund, however, will not 
invest in the Index companies in the same proportion as reflected in 
the Index. The Fund will be actively managed and will not be an index 
fund. As a result, the Fund's performance will deviate from the 
performance of the Index.
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    \9\ The term ``under normal circumstances'' means, without 
limitation, 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 man-
made disaster, act of God, armed conflict, act of terrorism, riot or 
labor disruption or any similar intervening circumstance.
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    The Index is a computer-generated stock index published by 
Investor's Business Daily[supreg] (``IBD[supreg]''). IBD[supreg] uses 
proprietary fundamental and technical ratings to compile what 
IBD[supreg] considers the 50 leading growth companies that trade on 
U.S. national securities exchanges. Companies included in the Index 
must meet minimum earnings, sales, profit margin, volume and technical 
requirements. Companies meeting these requirements are included in the 
Index on a price-weighted basis. This means that stocks with higher 
prices receive a greater weight in the Index. The Index is rebalanced 
on the last day of each trading week after the U.S. stock market closes 
and is published by IBD[supreg] on its Web site, www.investors.com, and 
in its Monday print edition.
    According to the Registration Statement, unlike the Index's price-
weighted basis, the Fund will invest in the companies included in the 
Index on a conviction basis. This means that the Fund's portfolio 
manager will overweight the higher ranked companies in the Index and 
underweight the lower ranked companies. The Fund's portfolio manager 
anticipates that these higher ranked companies may each represent as 
much as approximately 3.5% of the Fund's portfolio at the time of 
investment while the lower ranked companies may each represent as 
little as approximately 0.5% of the Fund's portfolio at the time of 
investment.
    Under normal circumstances, the Fund will invest in U.S. exchange-
traded equities. Typically, the Fund will hold U.S. exchange-traded 
common stocks as well as U.S. exchange-traded master limited 
partnerships (``MLPs''),\10\ real estate investment trusts 
(``REITs''),\11\ royalty trusts and business development companies 
(``BDCs''). It will invest primarily in U.S. equity securities but may, 
to a lesser extent, invest in equity securities of foreign companies in 
both developed and emerging markets, generally through American 
depositary receipts (``ADRs'').\12\ The Fund may invest in companies of 
any size.
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    \10\ Most MLPs operate in oil and gas related businesses 
including energy processing and distribution. The remaining MLPs 
operate in a variety of businesses including coal, timber, other 
minerals, real estate, and some miscellaneous businesses.
    \11\ According to the Registration Statement, REITs, which are 
pooled investment vehicles that invest in real estate or real estate 
loans or interests, generally can be classified as ``Equity REITs'', 
``Mortgage REITs'' and ``Hybrid REITs''. Equity REITs invest the 
majority of their assets directly in real property and derive their 
income primarily from rents and capital gains from appreciation 
realized through property sales. Mortgage REITs invest the majority 
of their assets in real estate mortgages and derive their income 
primarily from interest payments. Hybrid REITs combine the 
characteristics of both Equity and Mortgage REITs.
    \12\ ADRs are certificates evidencing ownership of shares of a 
foreign issuer. Depositary receipts may be sponsored or unsponsored. 
These certificates are issued by depository banks and generally 
trade on an established market in the United States. The underlying 
shares are held in trust by a custodian bank or similar financial 
institution in the issuer's home country. The depository bank may 
not have physical custody of the underlying securities at all times 
and may charge fees for various services, including forwarding 
dividends and interest and corporate actions. ADRs are alternatives 
to directly purchasing the underlying foreign securities in their 
national markets and currencies. ADRs may be sponsored or 
unsponsored; however, the Fund will not invest in ADRs that are not 
U.S. exchange-listed. 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 Intermarket Surveillance Group ('' ISG'') or is a 
market with which the Exchange does not have a comprehensive 
surveillance sharing agreement.
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Non-Principal Investments
    According to the Registration Statement, while the Fund, under 
normal circumstances, will invest at least 80% of its net assets in 
securities described above, the Fund may invest up to 20% of its net 
assets in the following securities.
    The Fund may invest in money market securities (the types of which 
are discussed below) for liquidity and cash management purposes or if 
the Adviser or Sub-Adviser determines that securities meeting the 
Fund's investment objective and policies are not otherwise readily 
available for purchase. Money market securities include (i) short-term 
U.S. government securities; (ii) commercial paper \13\ rated in the 
highest short-term rating category by a nationally recognized 
statistical ratings organization (``NRSRO''), such as Standard & Poor's 
or Moody's, or determined by the Adviser or Sub-

[[Page 9296]]

Adviser to be of comparable quality at the time of purchase; (iii) 
short-term bank obligations (certificates of deposit \14\ time deposits 
\15\ and bankers' acceptances \16\) of U.S. domestic banks, foreign 
banks and foreign branches of domestic banks, and commercial banks with 
assets of at least $1 billion as of the end of their most recent fiscal 
year; (iv) repurchase agreements \17\ involving such securities; and 
(v) money market mutual funds.
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    \13\ The commercial paper in which the Fund may invest consists 
of unsecured short-term promissory notes issued by corporations and 
other entities. Maturities on these issues vary from a few to 270 
days.
    \14\ Certificates of deposit are interest-bearing instruments 
with a specific maturity issued by banks and savings and loan 
institutions in exchange for the deposit of funds.
    \15\ Time deposits are non-negotiable receipts issued by a bank 
in exchange for the deposit of funds.
    \16\ Bankers' acceptances are bills of exchange or time drafts 
drawn on and accepted by a commercial bank. Corporations use 
bankers' acceptances to finance the shipment and storage of goods 
and to furnish dollar exchange. Maturities are generally six months 
or less.
    \17\ The Fund will follow certain procedures designed to 
minimize the risks inherent in such agreements. These procedures 
include effecting repurchase transactions only with large, well-
capitalized and well-established financial institutions whose 
condition will be continually monitored by the Adviser.
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    The Fund may invest in securities of other investment companies 
(other than BDCs), including shares of the following: (1) Exchange-
traded funds (``ETFs''),\18\ unit investment trusts, and closed-end 
investment companies, each of which will be listed and traded on a U.S. 
national securities exchange, and (2) non-exchange-listed open-end 
investment companies.
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    \18\ For purposes of this filing, ETFs include Investment 
Company Units (as described in NYSE Arca Equities Rule 5.2(j)(3)); 
Portfolio Depositary Receipts (as described in NYSE Arca Equities 
Rule 8.100); and Managed Fund Shares (as described in NYSE Arca 
Equities Rule 8.600). The ETFs all will be listed and traded in the 
U.S. on national securities exchanges. While the Fund may invest in 
inverse ETFs, the Fund will not invest in leveraged or inverse 
leveraged ETFs (e.g., 2X or 3X).
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Investment Restrictions
    According to the Registration Statement, the Fund will be 
classified as a diversified investment company under the 1940 Act.\19\
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    \19\ The diversification standard is set forth in Section 
5(b)(1) of the 1940 Act.
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    The Fund intends to qualify as a ``regulated investment company'' 
for purposes of the Internal Revenue Code of 1986.\20\
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    \20\ 26 U.S.C. 851.
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    According to the Registration Statement, the Fund will not invest 
25% or more of the Fund's net assets in securities of issuers in any 
one industry or group of industries (other than securities issued or 
guaranteed by the U.S. government or any of its agencies or 
instrumentalities or securities of other investment companies), except 
that the Fund may invest 25% or more of its net assets in securities of 
issuers in the same industry to approximately the same extent that the 
Index concentrates in the securities of a particular industry or group 
of industries.
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets.\21\ 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.\22\
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    \21\ Under the supervision of the Board, the Adviser determines 
the liquidity of the Fund's investments. In determining the 
liquidity of the Fund's investments, the Adviser may consider 
various factors, including (1) the frequency and volume of trades 
and quotations; (2) the number of dealers and prospective purchasers 
in the marketplace; (3) dealer undertakings to make a market; and 
(4) the nature of the security and the market in which it trades 
(including any demand, put or tender features, the mechanics and 
other requirements for transfer, any letters of credit or other 
credit enhancement features, any ratings, the number of holders, the 
method of soliciting offers, the time required to dispose of the 
security, and the ability to assign or offset the rights and 
obligations of the security).
    \22\ The Commission has stated that long-standing Commission 
guidelines have required open-end funds to hold no more than 15% of 
their net assets in illiquid securities and other illiquid assets. 
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 
14618 (March 18, 2008), footnote 34. See also, Investment Company 
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31, 
1970) (Statement Regarding ``Restricted Securities''); Investment 
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio 
security is illiquid if it cannot be disposed of in the ordinary 
course of business within seven days at approximately the value 
ascribed to it by the fund. See Investment Company Act Release No. 
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting 
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act 
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) 
(adopting Rule 144A under the 1933 Act).
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    The Fund will not invest in options, futures contracts or swaps 
agreements. The Fund's investments will be consistent with its 
investment objective and will not be used to enhance leverage. The Fund 
will not invest in leveraged or inverse leveraged (e.g., 2X, -2X, 3X or 
-3X) ETFs.
Net Asset Value
    According to the Registration Statement, the Administrator will 
calculate the Fund's net asset value (``NAV'') at the close of regular 
trading (ordinarily 4:00 p.m. Eastern time) every day the New York 
Stock Exchange (``NYSE'') is open. The NAV for one Fund Share will be 
the value of that Share's portion of all of the net assets of the Fund. 
In calculating its NAV, the Fund generally will value its investment 
portfolio at market price. If market prices are not readily available 
or the Fund reasonably believes that they are unreliable, such as in 
the case of a security value that has been materially affected by 
events occurring after the relevant market closes, the Fund will price 
those securities at fair value as determined using methods approved by 
the Fund's Board of Trustees (``Board'').
    In computing the Fund's NAV, the Fund's securities holdings will be 
valued based on their last readily available market price. Price 
information on exchange-listed securities, including common stocks, 
ETFs, unit investment trusts, closed-end investment companies, ADRs, 
MLPs, REITs, royalty trusts and BDCs will be valued at market value, 
which will generally be determined using the last reported official 
closing or last trading price on the exchange or market on which the 
security is primarily traded at the time of valuation or, if no sale 
has occurred, at the last quoted bid price on the primary market or 
exchange on which they are traded. Money market mutual funds will be 
valued at NAV. Other money market securities generally will be valued 
on the basis of independent pricing services or quotes obtained from 
brokers and dealers.
    Other portfolio securities and assets for which market quotations 
are not readily available or determined to not represent the current 
fair value will be valued based on fair value as determined in good 
faith in accordance with procedures adopted by the Board and in 
accordance with the 1940 Act.
Creations and Redemptions of Shares
    According to the Registration Statement, the Fund will issue and 
sell Shares only in ``Creation Unit'' size at the NAV next determined 
after receipt, on any business day, of an order in proper form. A 
Creation Unit consists of 25,000 Shares. The size of a Creation Unit is 
subject to change.
    The consideration for purchase of Creation Units of the Fund 
generally will consist of the in-kind deposit of a designated portfolio 
of equity securities--the ``Deposit Securities''--per each Creation 
Unit constituting a substantial replication, or a representation, of 
the securities included in the Fund's portfolio and an

[[Page 9297]]

amount of cash--the ``Cash Component''--computed as described below. 
Together, the Deposit Securities and the Cash Component constitute the 
``Fund Deposit,'' which represents the minimum initial and subsequent 
investment amount for a Creation Unit of the Fund.
    The Cash Component (also referred to as the ``Balancing Amount'') 
serves the function of compensating for any differences between the NAV 
per Creation Unit and the Deposit Amount (as defined below). The Cash 
Component is an amount equal to the difference between the NAV of the 
Fund Shares (per Creation Unit) and the ``Deposit Amount''--an amount 
equal to the market value of the Deposit Securities. If the Cash 
Component is a positive number (i.e., the NAV per Creation Unit exceeds 
the Deposit Amount), the creator will deliver the Cash Component. If 
the Cash Component is a negative number (i.e., the NAV per Creation 
Unit is less than the Deposit Amount), the creator will receive the 
Cash Component.
    The Custodian, through the National Securities Clearing Corporation 
(``NSCC''), will make available on each business day, prior to the 
opening of business on the Exchange (currently 9:30 a.m., Eastern 
time), the list of the names and the required number of shares of each 
Deposit Security to be included in the current Fund Deposit (based on 
information at the end of the previous business day) for the Fund. Such 
Fund Deposit will be applicable, subject to any adjustments as 
described below, in order to effect creations of Creation Units of the 
Fund until such time as the next announced composition of the Deposit 
Securities is made available.
    The identity and number of shares of the Deposit Securities 
required for a Fund Deposit for the Fund will change as rebalancing 
adjustments and corporate action events are reflected from time to time 
by the Sub-Adviser to the Fund with a view to the investment objective 
of the Fund. In addition, the Trust reserves the right to permit or 
require the substitution of an amount of cash--i.e., a ``cash in lieu'' 
amount--to be added to the Cash Component to replace any Deposit 
Security which may not be available in sufficient quantity for delivery 
or which may not be eligible for transfer, or which may not be eligible 
for trading by an Authorized Participant (as defined below) or the 
investor for which it is acting. The Trust also reserves the right to 
offer an ``all cash'' option for creations of Creation Units for the 
Fund.\23\
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    \23\ The Adviser represents that, to the extent the Trust 
effects the creation or redemption of Shares in cash, such 
transactions will be effected in the same manner for all Authorized 
Participants.
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    In addition to the list of names and numbers of securities 
constituting the current Deposit Securities of a Fund Deposit, the 
Administrator, through the NSCC, also will make available on each 
business day, the estimated Cash Component, effective through and 
including the previous business day, per outstanding Creation Unit of 
the Fund.
    To be eligible to place orders with the Distributor to create a 
Creation Unit of the Fund, an entity must be (i) a ``Participating 
Party,'' i.e., a broker-dealer or other participant in the clearing 
process through the Continuous Net Settlement System of the NSCC (the 
``Clearing Process''), a clearing agency that is registered with the 
Commission; or (ii) a Depository Trust Company (``DTC'') Participant, 
and, in each case, must have executed a ``Participant Agreement'' with 
the Trust, the Distributor and the Administrator with respect to 
creations and redemptions of Creation Units. A Participating Party and 
DTC Participant are collectively referred to as an ``Authorized 
Participant.''
    All orders to create Creation Units must be placed for one or more 
Creation Unit size aggregations of at least 25,000 Shares. All orders 
to create Creation Units must be received by the Distributor no later 
than 3:00 p.m., Eastern Time, an hour earlier than the close of the 
regular trading session on the Exchange (ordinarily 4:00 p.m., Eastern 
Time) (``Closing Time''), in each case on the date such order is placed 
in order for the creation of Creation Units to be effected based on the 
NAV of Shares of the Fund as next determined on such date after receipt 
of the order in proper form.
Redemption of Shares
    According to the Registration Statement, 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 Administrator 
and only on a business day. Orders to redeem Creation Units must be 
received by the Administrator not later than 3:00 p.m., Eastern Time.
    With respect to the Fund, the Administrator, through the NSCC, will 
make available immediately prior to the opening of business on the 
Exchange (currently 9:30 a.m., Eastern Time) on each business day, the 
list of the names and number of shares of the Fund's portfolio 
securities (``Fund Securities'') that will be applicable (subject to 
possible amendment or correction) to redemption requests received in 
proper form on that day. Fund Securities received on redemption may not 
be identical to Deposit Securities which are applicable to creations of 
Creation Units.
    Unless cash redemptions are available or specified for the Fund, 
the redemption proceeds for a Creation Unit generally will consist of 
Fund Securities--as announced by the Administrator on the business day 
of the request for redemption received in proper form--plus cash in an 
amount equal to the difference between the NAV of the Shares being 
redeemed, as next determined after receipt of a request in proper form, 
and the value of the Fund Securities (the ``Cash Redemption Amount''), 
less a redemption transaction fee. In the event that the Fund 
Securities have a value greater than the NAV of the Shares, a 
compensating cash payment equal to the differential is required to be 
made by or through an Authorized Participant by the redeeming 
shareholder.
    If it is not possible to effect deliveries of the Fund Securities, 
the Fund may in its discretion exercise its option to redeem such 
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 which 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 based on the NAV of Shares of 
the Fund next determined after the redemption request is received in 
proper form (minus a redemption transaction fee and additional charge 
for requested cash redemptions to offset the Trust's brokerage and 
other transaction costs associated with the disposition of Fund 
Securities). The Fund may also, in its sole discretion, upon request of 
a shareholder, provide such redeemer a portfolio of securities which 
differs from the exact composition of the Fund Securities but does not 
differ in NAV.
    Redemptions of Shares for Fund Securities 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 Fund 
could not lawfully deliver specific Fund Securities upon redemptions or 
could not do so without first registering the Fund Securities under 
such laws. An Authorized

[[Page 9298]]

Participant or an investor for which it is acting subject to a legal 
restriction with respect to a particular stock included in the Fund 
Securities applicable to the redemption of a Creation Unit may be paid 
an equivalent amount of cash. The Trust also reserves the right to 
offer an ``all cash'' option for redemptions of Creation Units for the 
Fund.
    The right of redemption may be suspended or the date of payment 
postponed with respect to the Fund (1) for any period during which the 
NYSE is closed (other than customary weekend and holiday closings); (2) 
for any period during which trading on the NYSE is suspended or 
restricted; (3) for any period during which an emergency exists as a 
result of which disposal of the Shares of the Fund or determination of 
the Shares' NAV is not reasonably practicable; or (4) in such other 
circumstance as is permitted by the Commission.
Availability of Information
    The Fund's Web site (www.innovatorfunds.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 Web site will include additional quantitative information 
updated on a daily basis, including, for the Fund, (1) daily trading 
volume, the prior business day's reported closing price, NAV and mid-
point of the bid/ask spread at the time of calculation of such NAV (the 
``Bid/Ask Price''),\24\ and a calculation of the premium and discount 
of the Bid/Ask Price against the NAV, and (2) data in chart format 
displaying the frequency distribution of discounts and premiums of the 
daily Bid/Ask Price against the NAV, within appropriate ranges, for 
each of the four previous calendar quarters. On each business day, 
before commencement of trading in Shares in the Core Trading Session on 
the Exchange, the Fund will disclose on its Web site the Disclosed 
Portfolio that will form the basis for the Fund's calculation of NAV at 
the end of the business day.\25\
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    \24\ The Bid/Ask Price of Shares of the Fund will be determined 
using the mid-point 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 
its service providers.
    \25\ Under accounting procedures followed by the Fund, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, the Fund 
will be able to disclose at the beginning of the business day the 
portfolio that will form the basis for the NAV calculation at the 
end of the business day.
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    On a daily basis, the Adviser, on behalf of the Fund, will disclose 
on the Fund's Web site 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, index, 
or other asset or instrument underlying the holding, if any; 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 Web site information will be publicly available 
at no charge.
    In addition, a basket composition file, which includes the security 
names and share quantities (as applicable) required to be delivered in 
exchange for Fund Shares, together with estimates and actual cash 
components, will be publicly disseminated daily prior to the opening of 
the NYSE via the NSCC. The basket will represent one Creation Unit of 
the Fund.
    Investors can also obtain the Fund's Statement of Additional 
Information (``SAI''), the Fund's Shareholder Reports, and its Form N-
CSR and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder 
Reports will be available free upon request from the Trust, and those 
documents and the Form N-CSR and Form N-SAR may be viewed on-screen or 
downloaded from the Commission's Web site at www.sec.gov. Information 
regarding market price and trading volume of the Shares will be 
continually available on a real-time basis throughout the day on 
brokers' computer screens and other electronic services. Information 
regarding the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers. Quotation and last sale information for the 
Shares and U.S. exchange-listed equity securities, including common 
stocks, ETFs, unit investment trusts, closed-end investment companies, 
ADRs, MLPs, REITs, royalty trusts and BDCs will be available via the 
Consolidated Tape Association (``CTA'') high-speed line, and will be 
available from the national securities exchange on which they are 
listed. Intra-day and closing price information relating to the 
investments of the Fund will be available from major market data 
vendors and from securities exchanges, as applicable. Price information 
regarding money market mutual funds will be available from on-line 
sources and from the Web site for the applicable fund. Price 
information relating to other money market securities will be available 
from major market data vendors. In addition, the Portfolio Indicative 
Value, as defined in NYSE Arca Equities Rule 8.600(c)(3), based on 
current information regarding the value of the securities and other 
assets in the Disclosed Portfolio, will be widely disseminated at least 
every 15 seconds during the Core Trading Session by one or more major 
market data vendors.\26\ The dissemination of the Portfolio Indicative 
Value, together with the Disclosed Portfolio, will allow investors to 
determine the value of the underlying portfolio of the Fund on a daily 
basis and will provide a close estimate of that value throughout the 
trading day. The Portfolio Indicative Value should not be viewed as a 
``real-time'' update of the NAV per Share of the Fund, which will be 
calculated once per day.
---------------------------------------------------------------------------

    \26\ Currently, it is the Exchange's understanding that several 
major market data vendors display and/or make widely available 
Portfolio Indicative Values taken from CTA or other data feeds.
---------------------------------------------------------------------------

Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of the Fund.\27\ Trading in Shares of the Fund 
will be halted if the circuit breaker parameters in NYSE Arca Equities 
Rule 7.12 have been reached. Trading also may be halted because of 
market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable. These may include: (1) The 
extent to which trading is not occurring in the securities and/or the 
financial instruments comprising the Disclosed Portfolio of the Fund; 
or (2) whether other unusual conditions or circumstances detrimental to 
the maintenance of a fair and orderly market are present. Trading in 
the Shares will be subject to NYSE Arca Equities Rule 8.600(d)(2)(D), 
which sets forth circumstances under which Shares of the Fund may be 
halted.
---------------------------------------------------------------------------

    \27\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace from 4 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. As provided in 
NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price 
variation (``MPV'') for quoting and entry of orders in equity 
securities traded on the NYSE Arca

[[Page 9299]]

Marketplace is $0.01, with the exception of securities that are priced 
less than $1.00 for which the MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing 
criteria under NYSE Arca Equities Rule 8.600. Consistent with NYSE Arca 
Equities Rule 8.600(d)(2)(B)(ii), the Adviser, as the Reporting 
Authority, will implement and maintain, or be subject to, procedures 
designed to prevent the use and dissemination of material non-public 
information regarding the actual components of the Fund's portfolio. 
The Exchange represents that, for initial and/or continued listing, the 
Fund will be in compliance with Rule 10A-3 \28\ under the 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 NAV per Share will be calculated daily and that the NAV and 
the Disclosed Portfolio as defined in NYSE Arca Equities Rule 
8.600(c)(2) will be made available to all market participants at the 
same time.
---------------------------------------------------------------------------

    \28\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\29\ The Exchange represents that 
these procedures are adequate to properly monitor Exchange trading of 
the Shares in all trading sessions and to deter and detect violations 
of Exchange rules and federal securities laws applicable to trading on 
the Exchange.
---------------------------------------------------------------------------

    \29\ FINRA surveils trading on the Exchange pursuant to a 
regulatory services agreement. The Exchange is responsible for 
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares and underlying exchange-traded equity 
securities (including common stocks, ETFs, unit investment trusts, 
closed-end investment companies, ADRs, MLPs, REITs, royalty trusts and 
BDCs) with other markets and other entities that are members of the 
Intermarket Surveillance Group (``ISG''), and FINRA, on behalf of the 
Exchange, may obtain trading information regarding trading in the 
Shares, underlying exchange-traded equity securities, from such markets 
and other entities. In addition, the Exchange may obtain information 
regarding trading in the Shares and underlying exchange-traded equity 
securities from markets and other entities that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement.\30\
---------------------------------------------------------------------------

    \30\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio for the Fund may trade on markets that are 
members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    Not more than 10% of the net assets of the Fund in the aggregate 
invested in exchange-traded equity securities shall consist of equity 
securities whose principal market is not a member of the ISG or is a 
market with which the Exchange does not have a comprehensive 
surveillance sharing agreement.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
Equity Trading Permit Holders in an Information Bulletin (``Bulletin'') 
of the special characteristics and risks associated with trading the 
Shares. Specifically, the Bulletin will discuss the following: (1) The 
procedures for purchases and redemptions of Shares in Creation Unit 
aggregations (and that Shares are not individually redeemable); (2) 
NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence 
on its Equity Trading Permit Holders to learn the essential facts 
relating to every customer prior to trading the Shares; (3) the risks 
involved in trading the Shares during the Opening and Late Trading 
Sessions when an updated Portfolio Indicative Value will not be 
calculated or publicly disseminated; (4) how information regarding the 
Portfolio Indicative Value is disseminated; (5) the requirement that 
Equity Trading Permit Holders deliver a prospectus to investors 
purchasing newly issued Shares prior to or concurrently with the 
confirmation of a transaction; and (6) trading information.
    In addition, the Bulletin will reference that the Fund is subject 
to various fees and expenses described in the Registration Statement. 
The Bulletin will discuss any exemptive, no-action, and interpretive 
relief granted by the Commission from any rules under the Act. The 
Bulletin will also disclose that the NAV for the Shares will be 
calculated after 4:00 p.m. Eastern Time each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \31\ 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.
---------------------------------------------------------------------------

    \31\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.600. The Exchange has in place surveillance procedures that are 
adequate to properly monitor trading in the Shares in all trading 
sessions and to deter and detect violations of Exchange rules and 
applicable federal securities laws. FINRA, on behalf of the Exchange, 
will communicate as needed regarding trading in the Shares and 
underlying exchange-traded equity securities (including common stocks, 
ETFs, unit investment trusts, closed-end investment companies, ADRs, 
MLPs, REITs, royalty trusts and BDCs) with other markets and other 
entities that are members of ISG, and FINRA, on behalf of the Exchange, 
may obtain trading information regarding trading in the Shares and 
underlying exchange-traded equity securities from such markets and 
other entities. In addition, the Exchange may obtain information 
regarding trading in the Shares and underlying exchange-traded equity 
securities with other markets and other entities that are members of 
ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement. Not more than 10% of the net assets of 
the Fund in the aggregate invested in exchange-traded equity securities 
shall consist of equity securities whose principal market is not a 
member of the ISG or is a market with which the Exchange does not have 
a comprehensive surveillance sharing

[[Page 9300]]

agreement. Neither the Adviser nor the Sub-Adviser is registered as a 
broker-dealer. The Adviser is not affiliated with a broker-dealer. The 
Sub-Adviser is affiliated with a broker-dealer and has implemented a 
``fire wall'' with respect to such broker-dealer regarding access to 
information concerning the composition and/or changes to the Fund's 
portfolio. In the event (a) the Adviser or the Sub-Adviser becomes a 
registered broker-dealer or becomes newly affiliated with a broker-
dealer, or (b) any new adviser or any 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 its 
broker-dealer affiliate regarding access to information concerning the 
composition and/or changes to the Fund's portfolio, and will be subject 
to procedures designed to prevent the use and dissemination of material 
non-public information regarding such portfolio. The Fund may hold up 
to an aggregate amount of 15% of its net assets in illiquid assets. The 
Fund will not invest in leveraged or inverse leveraged (e.g., 2X, -2X, 
3X or -3X) ETFs. The Fund's investments will be consistent with the 
Fund's 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 will be publicly available regarding the Fund and the 
Shares, thereby promoting market transparency. Quotation and last sale 
information for the Shares will be available via the CTA high-speed 
line. In addition, the Portfolio Indicative Value will be widely 
disseminated by the Exchange at least every 15 seconds during the Core 
Trading Session. The Fund's Web site will include a form of the 
prospectus for the Fund that may be downloaded, as well as additional 
quantitative information updated on a daily basis. On each business 
day, before commencement of trading in Shares in the Core Trading 
Session on the Exchange, the Fund will disclose on its Web site the 
Disclosed Portfolio that will form the basis for the Fund's calculation 
of NAV at the end of the business day. On a daily basis, the Adviser, 
on behalf of the Fund, will disclose on the Fund's Web site 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, index, or other asset or 
instrument underlying the holding, if any; 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 Web site information will be publicly available at no 
charge. Moreover, prior to the commencement of trading, the Exchange 
will inform its Equity Trading Permit Holders in an Information 
Bulletin of the special characteristics and risks associated with 
trading the Shares. Trading in Shares of the Fund will be halted if the 
circuit breaker parameters in NYSE Arca Equities Rule 7.12 have been 
reached or because of market conditions or for reasons that, in the 
view of the Exchange, make trading in the Shares inadvisable. Trading 
in the Shares will be subject to NYSE Arca Equities Rule 
8.600(d)(2)(D), which sets forth circumstances under which Shares of 
the Fund may be halted. In addition, as noted above, investors will 
have ready access to information regarding the Fund's holdings, the 
Portfolio Indicative Value, the Disclosed Portfolio, and quotation and 
last sale information for the Shares.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of actively-managed exchange-traded product that 
will enhance competition among market participants, to the benefit of 
investors and the marketplace. As noted above, the Exchange has in 
place surveillance procedures that are adequate to properly monitor 
trading in the Shares in all trading sessions and to deter and detect 
violations of Exchange rules and applicable federal securities laws. In 
addition, as noted above, investors will have ready access to 
information regarding the Fund's holdings, the Portfolio 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 will facilitate the listing and trading of an 
additional type of actively-managed exchange-traded product that 
primarily holds equity securities and that will enhance competition 
among market participants, to the benefit of investors and the 
marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#394b4c555c145a5654545c574d4a794a5c5a175e564f"><span class="__cf_email__" data-cfemail="5e2c2b323b733d3133333b302a2d1e2d3b3d70393128">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2015-04 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2015-04. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written

[[Page 9301]]

communications relating to the proposed rule change between the 
Commission and any person, other than those that may be withheld from 
the public in accordance with the provisions of 5 U.S.C. 552, will be 
available for Web site viewing and printing in the Commission's Public 
Reference Room, 100 F Street NE., Washington, DC 20549 on official 
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of 
such filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSEArca-2015-04, and should be submitted on or before 
March 13, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\32\
---------------------------------------------------------------------------

    \32\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-03519 Filed 2-19-15; 8:45 am]
BILLING CODE 8011-01-P


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