63198 Federal Register / Vol. 79, No. 204 / Wednesday, October 22, 2014 / Notices 

15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 72636 

(July 17, 2014), 79 FR 42852. 4See Securities Exchange Act Release No. 73003, 

79 FR 54307 (September 11, 2014). 

5Amendment No. 3 modified the proposed rule 

change by clarifying the holdings of the Funds, 

clarifying the valuation of various assets for 

purposes of calculating the net asset value (‘‘NAV’’) 

of each Fund, providing more information regarding 

the Share creation and redemption process, and 

adding information regarding its surveillance 

capability. With respect to the Funds’ holdings, the 

Exchange specified: (1) That the common stock, 

preferred stock, international stocks, and depositary 

receipts that may be held by the Funds (as 

applicable) will all be exchange-listed (except that 

up to 10% the portfolios of the international Funds 

may be composed of unsponsored depositary 

receipts); (2) the types of fixed income securities 

that may be held by each of the Funds; (3) that the 

debt securities held by the ValueShares U.S. 

Quantitative Value ETF and the MomentumShares 

U.S. Quantitative Momentum ETF would be 

investment grade; (4) that the Funds would not 

invest in private investment funds, vehicles or 

structures; (5) that the 15% limit on illiquid assets 

applicable to each Fund is an overarching 

investment restriction; and (6) the depositary 

receipts in which the ValueShares International 

Quantitative Value ETF and MomentumShares 

International Quantitative Momentum ETF 

(collectively, ‘‘International Funds’’) may invest. 

With respect to NAV calculation, the Exchange: (1) 

Clarified the method for valuation of exchangelisted securities; (2) stated that non-exchange-listed 

equity securities would be valued at their last 

reported sale prices or, if no last reported sale price 

is available, at the most recent bid price; and (3) 

clarified that fixed income securities (with the 

exception of repurchase agreements) would be 

valued by pricing services. With respect to Share 

creations and redemptions, the Exchange provided 

additional information regarding the circumstances 

in which a Fund may accept a custom fund deposit 

in connection with Share creations as well as the 

daily dissemination of the redemption basket. 

Lastly, the Exchange stated that it is able to access, 

as needed, trade information for certain fixed 

income instruments reported to the Trade Reporting 

and Compliance Engine (‘‘TRACE’’) of the Financial 

Industry Regulatory Authority (‘‘FINRA’’). 

6The Trust and has filed a registration statement 

on behalf of the Funds on Form N–1A 

(‘‘Registration Statement’’) with the Commission. 

See Registration Statement on Form N–1A for the 

Trust, dated April 25, 2014 (File Nos. 333–195493 

and 811–22961). The Commission has issued an 

order granting certain exemptive relief to the Trust 

under the Investment Company Act of 1940 (15 

U.S.C. 80a–1) (‘‘1940 Act’’). See Investment 

Company Act Release No. 31018 (April 16, 2014) 

(File No. 812–14245). 

7The Adviser is an indirect subsidiary of 

Empirical Finance, LLC d/b/a Empiritrage, LLC. 

8BATS Rule 14.11(i)(7) provides that, if the 

investment adviser to the investment company 

issuing Managed Fund Shares is affiliated with a 

broker-dealer, the investment adviser shall erect a 

firewall between the investment adviser and the 

broker-dealer with respect to access to information 

concerning the composition of or changes to the 

investment company portfolio. In addition, Rule 

14.11(i)(7) further requires that personnel who 

make decisions on the investment company’s 

portfolio composition must be subject to procedures 

designed to prevent the misuse and dissemination 

of material nonpublic information regarding the 

applicable investment company portfolio. The 

Exchange states that, in the event that (a) the 

Adviser becomes registered as a broker-dealer or 

newly affiliated with a broker-dealer, or (b) any new 

adviser or sub-adviser is a registered broker-dealer 

or becomes affiliated with a broker-dealer, it will 

implement a firewall with respect to its relevant 

personnel or such broker-dealer affiliate, as 

applicable, regarding access to information 

concerning the composition of or changes to the 

portfolio, and will be subject to procedures 

designed to prevent the use and dissemination of 

material non-public information regarding the 

portfolio. 

9Additional information regarding the Trust, the 

Funds, the Shares, investment strategies, 

investment restrictions, risks, NAV calculation, 

creation and redemption procedures, fees, portfolio 

holdings, disclosure policies, distributions, and 

taxes, among other information, is included in 

Amendment No. 3 and the Registration Statement, 

as applicable. See Amendment No. 3 and 

Registration Statement, supra note 5 and 6, 

respectively. 

10The term ‘‘under normal circumstances’’ 

includes, but is not limited to, the absence of 

adverse market, economic, political, or other 

conditions, including extreme volatility or trading 

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 20549–1090, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

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–MIAX–2014–52 and should 

be submitted on or before November 12, 

2014. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–25148 Filed 10–21–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73376; File No. SR–BATS– 

2014–026] 

Self-Regulatory Organizations; BATS 

Exchange, Inc.; Notice of Filing of 

Amendment No. 3, and Order Granting 

Accelerated Approval of a Proposed 

Rule Change To List and Trade Shares 

of Certain Funds of the Alpha Architect 

ETF Trust 

October 16, 2014. 

On July 3, 2014, BATS Exchange, Inc. 

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

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

list and trade shares (‘‘Shares’’) of each 

of the following funds: (1) ValueShares 

U.S. Quantitative Value ETF; (2) 

ValueShares International Quantitative 

Value ETF; (3) MomentumShares U.S. 

Quantitative Momentum ETF; and (4) 

MomentumShares International 

Quantitative Momentum ETF (each 

referred to as the ‘‘Fund’’ and 

collectively the ‘‘Funds’’). The proposed 

rule change was published for comment 

in the Federal Register on July 23, 

2014.3 On August 15, 2014, the 

Exchange filed Amendment No. 1 to the 

proposed rule change, which amended 

and replaced the proposal in its entirety. 

On August 26, 2014, the Exchange filed 

Amendment No. 2 to the proposed rule 

change, which also amended and 

replaced the proposal in its entirety. 

The Commission designated a longer 

period for Commission action on 

September 5, 2014.4 On September 12, 

2014, the Exchange filed Amendment 

No. 3 to the proposed rule change, 

which again amended and replaced the 

proposal in its entirety.5 No comments 

on the proposal have been received. 

This order approves the proposed rule 

change, as modified by Amendment No. 

3, on an accelerated basis. 

I. Description of the Proposed Rule 

Change 

The Exchange proposes to list and 

trade the Shares under BATS Rule 

14.11(i), which governs the listing and 

trading of Managed Fund Shares on the 

Exchange. The Shares will be offered by 

the Alpha Architect ETF Trust 

(‘‘Trust’’), which was established as a 

Delaware statutory trust and is 

registered with the Commission as an 

open-end investment company.6

Empowered Funds, LLC is the 

investment adviser (‘‘Adviser’’) to the 

Funds.7 The Adviser is not a registered 

broker-dealer and is not affiliated with 

any broker-dealers.8 U.S. Bancorp Fund 

Services, LLC is the administrator and 

transfer agent for the Trust. U.S. Bank 

National Association is the custodian 

for the Trust. Quasar Distributors, LLC 

serves as the distributor for the Trust.9

A. ValueShares U.S. Quantitative Value 

ETF 

The investment objective of the Fund 

is to provide long-term capital 

appreciation. Under normal 

circumstances,10 the Fund will invest at 

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Federal Register / Vol. 79, No. 204 / Wednesday, October 22, 2014 / Notices 63199 

halts in 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. 

11The Fund may invest in securities of 

companies in any industry and of any market 

capitalization. 

12For a list of the current members and affiliate 

members of ISG, see www.isgportal.com. 

13 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

least 80% of its net assets, plus any 

borrowings for investment purposes, in 

exchange-listed common stock of U.S. 

companies. 

Other Portfolio Holdings. The Fund 

may invest in exchange-listed preferred 

stocks. The Fund may enter into 

repurchase agreements with banks and 

broker-dealers. The Fund may invest in 

debt securities by purchasing the 

following: Obligations of the U.S. 

government, its agencies and 

instrumentalities; corporate debt 

securities; master-demand notes; bank 

certificates of deposit; time deposits; 

bankers’ acceptances; commercial paper 

and other notes; and inflation-indexed 

securities. All debt securities held by 

the Fund will be investment grade. The 

Fund may also invest in the securities 

of other investment companies 

(including money market funds and 

ETFs) to the extent permitted under the 

1940 Act, Commission rules thereunder 

and exemptions thereto. 

B. ValueShares International 

Quantitative Value ETF 

The investment objective of the Fund 

is to provide long-term capital 

appreciation. To achieve its objective, 

under normal circumstances, the Fund 

will invest at least 65%—but generally 

greater than 80%—of its net assets, plus 

any borrowings for investment 

purposes, in equity securities of 

international companies.11 Specifically, 

the Fund may invest in exchange-listed 

common stock of international 

companies, American Depositary 

Receipts, Global Depositary Receipts, 

and European Depositary Receipts 

(collectively, ‘‘Depositary Receipts’’). 

Among the international stocks and 

Depositary Receipts held by the Fund, at 

least 90% of that part of the portfolio 

will consist of securities that trade in 

markets that are members of the 

Intermarket Surveillance Group (‘‘ISG’’) 

or are parties to a comprehensive 

surveillance sharing agreement with the 

Exchange.12

Other Portfolio Holdings. The Fund 

may invest in exchange-listed preferred 

stocks. The Fund may enter into 

repurchase agreements with banks and 

broker-dealers. The Fund may invest in 

the following types of debt securities: 

Obligations of the U.S. government, its 

agencies and instrumentalities; 

corporate debt securities; masterdemand notes; bank certificates of 

deposit; time deposits; bankers’ 

acceptances; commercial paper and 

other notes; and inflation-indexed 

securities. All debt securities held by 

the Fund will be investment grade. The 

Fund may also invest in the securities 

of other investment companies 

(including money market funds and 

ETFs) to the extent permitted under the 

1940 Act, Commission rules thereunder 

and exemptions thereto. 

C. MomentumShares U.S. Quantitative 

Momentum ETF 

The investment objective of the Fund 

is to provide long-term capital 

appreciation. Under normal 

circumstances, the Fund will invest at 

least 80% of its net assets, plus any 

borrowings for investment purposes, in 

exchange-listed common stock of U.S. 

companies. The Fund may invest in 

securities of companies in any industry 

and of any market capitalization. 

Other Portfolio Holdings. The Fund 

may invest in exchange-listed preferred 

stocks. The Fund may enter into 

repurchase agreements with banks and 

broker-dealers. The Fund may invest in 

the following types of debt securities: 

Obligations of the U.S. government, its 

agencies and instrumentalities; 

corporate debt securities; masterdemand notes; bank certificates of 

deposit; time deposits; bankers’ 

acceptances; commercial paper and 

other notes; and inflation-indexed 

securities. All debt securities held by 

the Fund will be investment grade. The 

Fund may also invest in the securities 

of other investment companies 

(including money market funds and 

ETFs) to the extent permitted under the 

1940 Act, Commission rules thereunder 

and exemptions thereto. 

D. MomentumShares International 

Quantitative Momentum ETF 

The investment objective of the Fund 

is to provide long-term capital 

appreciation. To achieve its objective, 

under normal circumstances, the Fund 

will invest at least 65%—but generally 

greater than 80%—of its net assets, plus 

any borrowings for investment 

purposes, in exchange-listed common 

stock of international companies and 

Depositary Receipts. The Fund may 

invest in securities of companies in any 

industry and of any market 

capitalization. Among the international 

stocks and Depositary Receipts held by 

the Fund, at least 90% of that part of the 

portfolio will consist of securities that 

trade in markets that are members of the 

ISG or are parties to a comprehensive 

surveillance sharing agreement with the 

Exchange. 

Other Portfolio Holdings. The Fund 

may invest in exchange-listed preferred 

stocks. The Fund may enter into 

repurchase agreements with banks and 

broker-dealers. The Fund may invest in 

the following types of debt securities: 

Obligations of the U.S. government, its 

agencies and instrumentalities; 

corporate debt securities; masterdemand notes; bank certificates of 

deposit; time deposits; bankers’ 

acceptances; commercial paper and 

other notes; and inflation-indexed 

securities. All debt securities held by 

the Fund will be investment grade. The 

Fund may also invest in the securities 

of other investment companies 

(including money market funds and 

ETFs) to the extent permitted under the 

1940 Act, Commission rules thereunder 

and exemptions thereto. 

II. Discussion 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of 

Section 6 of the Act and the rules and 

regulations thereunder applicable to a 

national securities exchange.13 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with Section 6(b)(5) of the Act, which 

requires, among other things, that the 

Exchange’s rules be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. The Commission also 

finds that the proposal to list and trade 

the Shares on the Exchange is consistent 

with Section 11A(a)(1)(C)(iii) of the Act, 

which sets forth Congress’s finding that 

it is in the public interest and 

appropriate for the protection of 

investors and the maintenance of fair 

and orderly markets to assure the 

availability to brokers, dealers, and 

investors of information with respect to 

quotations for, and transactions in, 

securities. 

According to the Exchange, quotation 

and last-sale information for the Shares 

will be available on the facilities of the 

Consolidated Tape Association, and the 

previous day’s closing price and trading 

volume information for the Shares will 

be published daily in the financial 

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63200 Federal Register / Vol. 79, No. 204 / Wednesday, October 22, 2014 / Notices 

14Currently, it is the Exchange’s understanding 

that several major market data vendors display or 

make widely available Intraday Indicative Values 

published via the CTA or other data feeds. 15The Disclosed Portfolio will include, as 

applicable, the names, quantity, percentage 

weighting and market value of securities and other 

assets held by the Fund and the characteristics of 

such assets. The Funds will disseminate the 

Disclosed Portfolios through their Web site at no 

charge. 16See BATS Rule 14.11(i)(4)(B)(ii)(b). 

17The Pre-Opening Session is from 8:00 a.m. to 

9:30 a.m. Eastern Time. 

18The After Hours Trading Session is from 4:00 

p.m. to 5:00 p.m. Eastern Time. 

section of newspapers. Additionally, 

information regarding market price and 

trading of the Shares will be continually 

available on a real-time basis throughout 

the day on brokers’ computer screens 

and other electronic services. The 

Exchange states that intraday, 

executable price quotations on U.S. and 

non-U.S. securities as well as other 

assets are available from major brokerdealer firms, and, for exchange-traded 

assets, such intraday information is 

available directly from the applicable 

listing exchange. Further, the Exchange 

states that intraday price information is 

available through subscription services. 

Pricing information for securities not 

listed on an exchange or national 

securities market and repurchase 

agreements will be available from major 

broker-dealer firms and from 

subscription services, such as 

Bloomberg, Thomson Reuters and 

International Data Corporation. 

In addition, the Intraday Indicative 

Value, as defined in defined in BATS 

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

disseminated at least every 15 seconds 

during the Exchange’s Regular Trading 

Hours.14 On each business day, before 

commencement of trading in Shares 

during Regular Trading Hours on the 

Exchange, the Funds will disclose the 

identities and quantities of the portfolio 

of securities and other assets held by 

each Fund that will form the basis for 

the Fund’s calculation of NAV at the 

end of the business day (‘‘Disclosed 

Portfolio’’).15 The NAV of each Fund 

will be calculated each business day as 

of the close of regular trading on the 

New York Stock Exchange (normally 

4:00 p.m. Eastern Time) on each day the 

New York Stock Exchange is open for 

trading. Portfolio composition files will 

be sent via the National Securities 

Clearing Corporation and made 

available on each business day, prior to 

the opening of business on the Exchange 

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

will include a list of the names and the 

required number of shares of each 

security in the in-kind creation basket 

(based on information about the Fund’s 

portfolio at the end of the previous 

business day) and a list of the names 

and the number of shares of each 

security in the in-kind redemption 

basket. The Web site for the Funds will 

include a form of the prospectus for the 

Funds and additional data relating to 

NAV and other applicable quantitative 

information. 

The Commission further believes that 

the proposal to list and trade the Shares 

is reasonably designed to promote fair 

disclosure of information that may be 

necessary to price the Shares 

appropriately and to prevent trading 

when a reasonable degree of 

transparency cannot be assured. The 

Commission notes that the Exchange 

will obtain a representation from the 

issuer of the Shares that the NAV per 

Share of each Fund 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, trading in 

the Shares would be subject to BATS 

Rules 11.18 and 14.11(i)(4)(B)(iv), which 

set forth circumstances under which 

trading in the Shares may be halted. 

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 or the 

financial instruments composing the 

Disclosed Portfolio of a Fund; or (2) 

whether other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. Further, the 

Commission notes that the Reporting 

Authority that provides the Disclosed 

Portfolio of each Fund must implement 

and maintain, or be subject to, 

procedures designed to prevent the use 

and dissemination of material, nonpublic information regarding the actual 

components of the portfolio.16 In 

addition, the Exchange may obtain 

information regarding trading in the 

Shares and the underlying shares of 

exchange-listed equity securities via the 

ISG, from other exchanges that are 

members or affiliates of the ISG, or with 

which the Exchange has entered into a 

comprehensive surveillance sharing 

agreement. The Commission also notes 

that the Exchange is able to access, as 

needed, trade information for certain 

fixed income securities held by the 

Funds reported to TRACE. The 

Exchange represents that it prohibits the 

distribution of material non-public 

information by its employees. The 

Exchange represents that the Adviser is 

not a registered broker-dealer and is not 

affiliated with any broker-dealers. The 

Exchange represents that, in the event 

that (a) the Adviser becomes registered 

as a broker-dealer or newly affiliated 

with a broker-dealer, or (b) any new 

adviser or sub-adviser is a registered 

broker-dealer or becomes affiliated with 

a broker-dealer, it will implement a fire 

wall with respect to its relevant 

personnel or such broker-dealer affiliate, 

as applicable, regarding access to 

information concerning the composition 

of or changes to the portfolio, and will 

be subject to procedures designed to 

prevent the use and dissemination of 

material non-public information 

regarding such portfolio. 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Shares subject to the Exchange’s 

existing rules governing the trading of 

equity securities. The Commission notes 

that the Funds and the Shares must 

comply with the requirements of BATS 

Rule 14.11(i) for the Shares to be listed 

and traded on the Exchange. 

Additionally, in support of its 

proposal, the Exchange has made the 

following representations: 

(1) The Shares will be subject to 

BATS Rule 14.11(i), which sets forth the 

initial and continued listing criteria 

applicable to Managed Fund Shares. 

(2) The Exchange has appropriate 

rules to facilitate transactions in the 

Shares during all trading sessions. 

(3) Trading of the Shares through the 

Exchange will be subject to the 

Exchange’s surveillance procedures for 

derivative products, including Managed 

Fund Shares, which are adequate to 

properly monitor the trading of the 

Shares on the Exchange during all 

trading sessions and to deter and detect 

violations of Exchange rules and the 

applicable federal securities laws. 

(4) Prior to the commencement of 

trading, the Exchange will inform its 

members in an Information Circular of 

the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Circular 

will discuss the following: (a) The 

procedures for purchases and 

redemptions of Shares in Creation Units 

(and that Shares are not individually 

redeemable); (b) BATS Rule 3.7, which 

imposes suitability obligations on 

Exchange members with respect to 

recommending transactions in the 

Shares to customers; (c) how 

information regarding the Intraday 

Indicative Value is disseminated; (d) the 

risks involved in trading the Shares 

during the Pre-Opening 17 and After 

Hours Trading Sessions 18 when an 

updated Intraday Indicative Value will 

not be calculated or publicly 

disseminated; (e) the requirement that 

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Federal Register / Vol. 79, No. 204 / Wednesday, October 22, 2014 / Notices 63201 

19See note 5, supra. 

20This approval order is based on all of the 

Exchange’s representations and description of the 

Funds set forth above and in Amendment No. 3. 

21 17 CFR 200.30–3(a)(57). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

members deliver a prospectus to 

investors purchasing newly issued 

Shares prior to or concurrently with the 

confirmation of a transaction; and (f) 

trading information. 

(5) For initial and continued listing, 

the Funds will be in compliance with 

Rule 10A–3 under the Exchange Act. 

(6) A Fund may hold up to an 

aggregate amount of 15% of its net 

assets (calculated at the time of 

investment) in assets deemed illiquid by 

the Adviser, consistent with 

Commission guidance. 

(7) A minimum of 100,000 Shares of 

each Fund will be outstanding at the 

commencement of trading on the 

Exchange. 

(8) With respect to their investments 

in exchange-listed common stocks and 

Depositary Receipts, the International 

Funds will invest at least 90% of their 

assets invested in such securities in 

exchange-listed common stocks and 

Depositary Receipts that trade in 

markets that are members of the ISG or 

are parties to a comprehensive 

surveillance sharing agreement with the 

Exchange. 

(9) All of the debt securities held by 

the Funds will be rated investment 

grade. 

This approval order is based on all of 

the Exchange’s representations and 

description of the Funds, including 

those set forth above and in Amendment 

No. 3. 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change, as modified by Amendment 

No. 3, is consistent with Section 6(b)(5) 

of the Act and the rules and regulations 

thereunder applicable to a national 

securities exchange. 

III. Solicitation of Comments on 

Amendment No. 3 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether Amendment No. 3 is 

consistent with the Act. Comments may 

be submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BATS–2014–026 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–BATS–2014–026. 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 

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 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 Number SR–BATS– 

2014–026 and should be submitted on 

or before November 12, 2014. 

IV. Accelerated Approval of Proposed 

Rule Change, as Modified by 

Amendment No. 3 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 3, prior to 

the thirtieth day after the date of 

publication of notice of Amendment No. 

3 in the Federal Register. Amendment 

No. 3 supplements the proposed rule 

change by, among other things: (1) 

Clarifying the holdings of the Funds; (2) 

providing additional information 

regarding the NAV valuation of certain 

of the Funds’ holdings; (3) and 

supplemented the description of the 

Exchange’s surveillance capabilities.19

This additional information has aided 

the Commission’s analysis of the intraday trading of the Shares and has 

clarified the Exchange’s ability to obtain 

trading information regarding the 

underlying assets and thereby monitor 

trading in the Shares. Accordingly, the 

Commission finds good cause, pursuant 

to Section 19(b)(2) of the Act, to approve 

the proposed rule change, as modified 

by Amendment No. 3, on an accelerated 

basis.20

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act, that the 

proposed rule change (SR–BATS–2014– 

026), as modified by Amendment No. 3, 

be, and it hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–25081 Filed 10–21–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73372; File No. SR– 

NYSEMKT–2014–83] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing of Proposed 

Rule Change in Connection With the 

Proposed Termination of the Amended 

and Restated Trust Agreement, Dated 

as of November 13, 2013 and Amended 

on June 2, 2014 By and Among NYSE 

Holdings LLC, a Delaware Limited 

Liability Company, NYSE Group, Inc., a 

Delaware Corporation, Wilmington 

Trust Company, as Delaware Trustee, 

and Each of Jacques de Larosie`re de 

Champfeu, Alan Trager and John 

Shepard Reed, as Trustees 

October 16, 2014. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on October 

8, 2014, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) 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. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes this rule filing 

in connection with the proposed 

mstockstill on DSK4VPTVN1PROD with NOTICES