81 FR 38759 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 6 to a Proposed Rule Change To Amend NYSE Arca Equities Rule 8.600 To Adopt Generic Listing Standards for Managed Fund Shares
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 114 (June 14, 2016)
Federal Register Volume 81, Issue 114 (June 14, 2016)
| Page Range | 38759-38769 | |
| FR Document | 2016-13965 |
[Federal Register Volume 81, Number 114 (Tuesday, June 14, 2016)] [Notices] [Pages 38759-38769] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-13965] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78016; File No. SR-NYSEArca-2015-110] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 6 to a Proposed Rule Change To Amend NYSE Arca Equities Rule 8.600 To Adopt Generic Listing Standards for Managed Fund Shares June 8, 2016. I. Introduction On November 6, 2015, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange'') 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 amend NYSE Arca Equities Rule 8.600 by, among other things, adopting generic listing standards for [[Page 38760]] Managed Fund Shares. The proposed rule change was published for comment in the Federal Register on November 27, 2015.\3\ On January 4, 2016, the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.\4\ --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ See Securities Exchange Act Release No. 76486 (Nov. 20, 2015), 80 FR 74169 (``Notice''). \4\ See Securities Exchange Act Release No. 76819, 81 FR 987 (Jan. 8, 2016). The Commission designated February 25, 2016 as the date by which the Commission shall either approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change. See id. --------------------------------------------------------------------------- On November 23, 2015, the Exchange filed Amendment No. 1 to the proposed rule change. On February 21, 2016, the Exchange withdrew Amendment No. 1 to the proposed rule change and filed Amendment No. 2 to the proposed rule change, which replaced the proposed rule change as originally filed. The proposed rule change, as modified by Amendment No. 2, was published for comment in the Federal Register on February 1, 2016.\5\ On February 11, 2016, the Exchange filed Amendment No. 3 to the proposed rule change, which amended and replaced the proposed rule change as modified by Amendment No. 2 in its entirety. --------------------------------------------------------------------------- \5\ See Securities Exchange Act Release No. 76974 (Jan. 26, 2016), 81 FR 5149. --------------------------------------------------------------------------- On February 12, 2016, the Exchange filed Amendment No. 4 to the proposed rule change, which superseded the proposed rule change as modified by Amendment No. 3. On February 22, 2016, the Commission published notice of filing of Amendment No. 4. and instituted proceedings under Section 19(b)(2)(B) of the Act \6\ to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No 4.\7\ In the Order Instituting Proceedings, the Commission solicited comment on specified matters related to the proposal.\8\ --------------------------------------------------------------------------- \6\ 15 U.S.C. 78s(b)(2)(B). \7\ See Securities Exchange Act Release No. 77203, 81 FR 9900 (Feb. 26, 2016) (``Order Instituting Proceedings''). Specifically, the Commission instituted proceedings to allow for additional analysis of the proposed rule change's consistency with Section 6(b)(5) of the Act, which requires, among other things, that the rules of a national securities exchange be ``designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade,'' and ``to protect investors and the public interest.'' See id., 81 FR at 9908. \8\ See id. at 9909. --------------------------------------------------------------------------- On May 20, 2016, the Commission designated a longer period for Commission action on the proposed rule change.\9\ On June 3, 2016, the Exchange filed Amendment No. 5 to the proposed rule change, which superseded Amendment No 4 to the proposed rule change. The Commission has received one comment on the proposed rule change.\10\ --------------------------------------------------------------------------- \9\ See Securities Exchange Act Release No. 77872, 81 FR 33570 (May 26, 2016) (designating July 22, 2016 as the date by which the Commission must either approve or disapprove the proposed rule change). \10\ See Letter from Rob Ivanoff to the Commission dated Nov. 22, 2015 (commenting that the format of the Exchange's proposed rule change was unclear and difficult to read, and suggesting a new format that would be easier to understand). This comment is available on the Commission's Web site at: http://www.sec.gov/comments/sr-nysearca-2015-110/nysearca2015110-1.htm. --------------------------------------------------------------------------- Pursuant to Section 19(b)(1) of the Act \11\ and Rule 19b-4 thereunder,\12\ notice is hereby given that, on June 6, 2016, the Exchange filed Amendment No. 6 to the proposed rule change, which supersedes the originally filed proposed rule change, as modified by Amendment No. 5, in its entirety.\13\ The proposed rule change, as modified by Amendment No. 6, is as described in Items 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, as modified by Amendment No. 6, from interested persons. --------------------------------------------------------------------------- \11\ 15 U.S.C. 78s(b)(1). \12\ 17 CFR 240.19b-4. \13\ The Commission notes that each of the Exhibits 4 to the Exchange's amendments depict the changes to the proposed rule text. The amendments, including the Exhibits 4, are available at the Commission's Web site at: http://www.sec.gov/comments/sr-nysearca-2015-10/nysearca2015110.shtml. --------------------------------------------------------------------------- II. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend NYSE Arca Equities Rule 8.600 to adopt generic listing standards for Managed Fund Shares. 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. III. 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 V 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 amend NYSE Arca Equities Rule 8.600 to adopt generic listing standards for Managed Fund Shares. Under the Exchange's current rules, a proposed rule change must be filed with the Securities and Exchange Commission (``SEC'' or ``Commission'') for the listing and trading of each new series of Managed Fund Shares. The Exchange believes that it is appropriate to codify certain rules within Rule 8.600 that would generally eliminate the need for such proposed rule changes, which would create greater efficiency and promote uniform standards in the listing process.\14\ --------------------------------------------------------------------------- \14\ The Exchange has previously filed a proposed rule change to amend NYSE Arca Equities Rule 8.600 to adopt generic listing standards for Managed Fund Shares. See Securities Exchange Act Release No. 74433 (March 4, 2015), 80 FR 12690 (March 10, 2015) (SR- NYSEArca-2015-02). On June 3, 2015, the Exchange filed Amendment No. 1 to the proposed rule change. See Securities Exchange Act Release No. 75115 (June 5, 2015), 80 FR 33309 (June 11, 2015). On October 13, 2015, the Exchange withdrew the proposed rule change. See Securities Exchange Act Release No. 76186 (October 19, 2015), 80 FR 64461 (October 23, 2015). This Amendment No. 6 to SR-NYSEArca-2015- 110 replaces SR-NYSEArca-2015-110 as originally filed and Amendments No. 2, 3, 4 and 5 thereto, and supersedes such filings in their entirety. The Exchange has withdrawn Amendment No. 1 to SR-NYSEArca- 2015-110. --------------------------------------------------------------------------- Background Rule 8.600 sets forth certain rules related to the listing and trading of Managed Fund Shares.\15\ Under Rule 8.600(c)(1), the term ``Managed Fund Share'' means a security that: --------------------------------------------------------------------------- \15\ See Securities Exchange Act Release No. 57619 (April 4, 2008), 73 FR 19544 (April 10, 2008) (SR-NYSEArca-2008-25) (order approving NYSE Arca Equities Rule 8.600 and listing and trading of shares of certain issues of Managed Fund Shares) (the ``Approval Order''). The Approval Order approved the rules permitting the listing and trading of Managed Fund Shares, trading hours and halts, listing fees applicable to Managed Fund Shares, and the listing and trading of several individual series of Managed Fund Shares. --------------------------------------------------------------------------- (a) Represents an interest in a registered investment company (``Investment Company'') organized as an open-end management investment company or similar entity, that invests in a portfolio of securities selected by the Investment Company's investment adviser (hereafter ``Adviser'') consistent with the Investment Company's investment objectives and policies; (b) is issued in a specified aggregate minimum number in return for a deposit of a specified portfolio of securities and/or a cash amount with a [[Page 38761]] value equal to the next determined net asset value; and (c) when aggregated in the same specified minimum number, may be redeemed at a holder's request, which holder will be paid a specified portfolio of securities and/or cash with a value equal to the next determined net asset value. Effectively, Managed Fund Shares are securities issued by an actively-managed open-end Investment Company (i.e., an actively-managed exchange-traded fund (``ETF'')). Because Managed Fund Shares are actively-managed, they do not seek to replicate the performance of a specified passive index of securities. Instead, they generally use an active investment strategy to seek to meet their investment objectives. In contrast, an open-end Investment Company that issues Investment Company Units (``Units''), listed and traded on the Exchange pursuant to NYSE Arca Equities Rule 5.2(j)(3), seeks to provide investment results that generally correspond to the price and yield performance of a specific foreign or domestic stock index, fixed income securities index or combination thereof. All Managed Fund Shares listed and/or traded pursuant to Rule 8.600 (including pursuant to unlisted trading privileges) are subject to the full panoply of Exchange rules and procedures that currently govern the trading of equity securities on the Exchange.\16\ --------------------------------------------------------------------------- \16\ See Approval Order, supra note 15, at 19547. --------------------------------------------------------------------------- In addition, Rule 8.600(d) currently provides for the criteria that Managed Fund Shares must satisfy for initial and continued listing on the Exchange, including, for example, that a minimum number of Managed Fund Shares are required to be outstanding at the time of commencement of trading on the Exchange. However, the current process for listing and trading new series of Managed Fund Shares on the Exchange requires that the Exchange submit a proposed rule change with the Commission. In this regard, Commentary .01 to Rule 8.600 specifies that the Exchange will file separate proposals under Section 19(b) of the Act (hereafter, a ``proposed rule change'') before listing and trading of shares of an issue of Managed Fund Shares. Proposed Changes to Rule 8.600 The Exchange would amend Commentary .01 to Rule 8.600 to specify that the Exchange may approve Managed Fund Shares for listing and/or trading (including pursuant to unlisted trading privileges) pursuant to SEC Rule 19b-4(e) under the Act, which pertains to derivative securities products (``SEC Rule 19b-4(e)'').\17\ SEC Rule 19b-4(e)(1) provides that the listing and trading of a new derivative securities product by a self-regulatory organization (``SRO'') is not deemed a proposed rule change, pursuant to paragraph (c)(1) of Rule 19b-4,\18\ if the Commission has approved, pursuant to section 19(b) of the Act, the SRO's trading rules, procedures and listing standards for the product class that would include the new derivative securities product and the SRO has a surveillance program for the product class. This is the current method pursuant to which ``passive'' ETFs are listed under NYSE Arca Equities Rule 5.2(j)(3). --------------------------------------------------------------------------- \17\ 17 CFR 240.19b-4(e). As provided under SEC Rule 19b-4(e), the term ``new derivative securities product'' means any type of option, warrant, hybrid securities product or any other security, other than a single equity option or a security futures product, whose value is based, in whole or in part, upon the performance of, or interest in, an underlying instrument. \18\ 17 CFR 240.19b-4(c)(1). As provided under SEC Rule 19b- 4(c)(1), a stated policy, practice, or interpretation of the SRO shall be deemed to be a proposed rule change unless it is reasonably and fairly implied by an existing rule of the SRO. --------------------------------------------------------------------------- The Exchange would also specify within Commentary .01 to Rule 8.600 that components of Managed Fund Shares listed pursuant to SEC Rule 19b- 4(e) must satisfy on an initial and continued basis certain specific criteria, which the Exchange would include within Commentary .01, as described in greater detail below. As proposed, the Exchange would continue to file separate proposed rule changes before the listing and trading of Managed Fund Shares with components that do not satisfy the additional criteria described below or components other than those specified below. For example, if the components of a Managed Fund Share exceeded one of the applicable thresholds, the Exchange would file a separate proposed rule change before listing and trading such Managed Fund Share. Similarly, if the components of a Managed Fund Share included a security or asset that is not specified below, the Exchange would file a separate proposed rule change. The Exchange would also add to the criteria of Rule 8.600(c) to provide that the Web site for each series of Managed Fund Shares shall disclose certain information regarding the Disclosed Portfolio, to the extent applicable. The required information includes the following, to the extent applicable: ticker symbol, CUSIP or other identifier, a description of the holding, identity of the asset upon which the derivative is based, the strike price for any options, the quantity of each security or other asset held as measured by select metrics, maturity date, coupon rate, effective date, market value and percentage weight of the holding in the portfolio.\19\ --------------------------------------------------------------------------- \19\ Proposed rule changes for previously-listed series of Managed Fund Shares have similarly included disclosure requirements with respect to each portfolio holding, as applicable to the type of holding. See, e.g. Securities Exchange Act Release No. 72666 (July 3, 2014), 79 FR 44224 (July 30, 2014) (SR-NYSEArca-2013-122) (the ``PIMCO Total Return Use of Derivatives Approval''), at 44227. --------------------------------------------------------------------------- In addition, the Exchange would amend Rule 8.600(d) to specify that all Managed Fund Shares must have a stated investment objective, which must be adhered to under normal market conditions.\20\ --------------------------------------------------------------------------- \20\ The Exchange would also add a new defined term under Rule 8.600(c)(5) to specify that the term ``normal market conditions'' includes, but is not limited to, the absence of trading halts in the applicable financial markets generally; operational issues (e.g., systems failure) causing dissemination of inaccurate market information; or force majeure type events such as natural or man- made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance. --------------------------------------------------------------------------- Finally, the Exchange would also amend the continued listing requirement in Rule 8.600(d)(2)(A) by changing the requirement that a Portfolio Indicative Value for Managed Fund Shares be widely disseminated by one or more major market data vendors at least every 15 seconds during the time when the Managed Fund Shares trade on the Exchange to a requirement that a Portfolio Indicative Value be widely disseminated by one or more major market data vendors at least every 15 seconds during the Core Trading Session (as defined in NYSE Arca Equities Rule 7.34). Proposed Managed Fund Share Portfolio Standards The Exchange is proposing standards that would pertain to Managed Fund Shares to qualify for listing and trading pursuant to SEC Rule 19b-4(e). These standards would be grouped according to security or asset type. The Exchange notes that the standards proposed for a Managed Fund Share portfolio that holds U.S. Component Stocks, Non-U.S. Component Stocks, Derivative Securities Products and Index-Linked Securities are based in large part on the existing equity security standards applicable to Units in Commentary .01 to Rule 5.2(j)(3). The standards proposed for a Managed Fund Share portfolio that holds fixed income securities are based in large part on the existing fixed income security standards applicable to Units in Commentary .02 to Rule 5.2(j)(3). Many of the standards proposed for other types of holdings in [[Page 38762]] a Managed Fund Share portfolio are based on previous proposed rule changes for specific series of Managed Fund Shares.\21\ --------------------------------------------------------------------------- \21\ See the PIMCO Total Return Use of Derivatives Approval. See also, Securities Exchange Act Release Nos. 66321 (February 3, 2012), 77 FR 6850 (February 9, 2012) (SR-NYSEArca-2011-95) (the ``PIMCO Total Return Approval''); 69244 (March 27, 2013), 78 FR 19766 (April 2, 2013) (SR-NYSEArca-2013-08) (the ``SPDR Blackstone/GSO Senior Loan Approval''); 68870 (February 8, 2013), 78 FR 11245 (February 15, 2013) (SR-NYSEArca-2012-139) (the ``First Trust Preferred Securities and Income Approval''); 69591 (May 16, 2013), 78 FR 30372 (May 22, 2013) (SR-NYSEArca-2013-33) (the ``International Bear Approval''); 61697 (March 12, 2010), 75 FR 13616 (March 22, 2010) (SR-NYSEArca-2010-04) (the ``WisdomTree Real Return Approval''); and 67054 (May 24, 2012), 77 FR 32161 (May 31, 2012) (SR-NYSEArca-2012- 25) (the ``WisdomTree Brazil Bond Approval''). Certain standards proposed herein for Managed Fund Shares are also based on previous proposed rule changes for specific series of Units for which Commission approval for listing was required due to the Units not satisfying certain standards of Commentary .01 and .02 to NYSE Arca Equities Rule 5.2(j)(3). See, e.g., Securities Exchange Act Release No. 69373 (April 15, 2013), 78 FR 23601 (April 19, 2013) (SR- NYSEArca-2012-108) (the ``NYSE Arca U.S. Equity Synthetic Reverse Convertible Index Fund Approval''). --------------------------------------------------------------------------- Proposed Commentary .01(a) would describe the standards for a Managed Fund Share portfolio that holds equity securities, which are defined to be U.S. Component Stocks,\22\ Non-U.S. Component Stocks,\23\ Derivative Securities Products,\24\ and Index-Linked Securities \25\ listed on a national securities exchange. For Derivative Securities Products and Index-Linked Securities, no more than 25% of the equity weight of the portfolio could include leveraged and/or inverse leveraged Derivative Securities Products or Index-Linked Securities. In addition, proposed Commentary .01(a) would provide that, to the extent that a portfolio includes convertible securities, the equity security into which such security is converted would be required to meet the criteria of Commentary .01(a) after converting. --------------------------------------------------------------------------- \22\ For the purposes of Commentary .01 and this proposal, the term ``U.S. Component Stocks'' would have the same meaning as described in NYSE Arca Equities Rule 5.2(j)(3). \23\ For the purposes of Commentary .01 and this proposal, the term ``Non-U.S. Component Stocks'' would have the same meaning as described in NYSE Arca Equities Rule 5.2(j)(3). \24\ For the purposes of Commentary .01 and this proposal, the term ``Derivative Securities Products'' would mean Investment Company Units and securities described in Section 2 of Rule 8. \25\ Index-Linked Securities are securities that qualify for Exchange listing and trading under NYSE Arca Equities Rule 5.2(j)(6). The securities described in Rule 5.2(j)(3), Rule 5.2(j)(6) and Section 2 of Rule 8, as referenced above, would include securities listed on another national securities exchange pursuant to substantially equivalent listing rules. --------------------------------------------------------------------------- As proposed in Commentary .01(a)(1) to Rule 8.600, the component stocks of the equity portion of a portfolio that are U.S. Component Stocks shall meet the following criteria initially and on a continuing basis: (1) Component stocks (excluding Derivative Securities Products and Index-Linked Securities) that in the aggregate account for at least 90% of the equity weight of the portfolio (excluding such Derivative Securities Products and Index-Linked Securities) each must have a minimum market value of at least $75 million; \26\ --------------------------------------------------------------------------- \26\ This proposed text is identical to the corresponding text of Commentary .01(a)(A)(1) to NYSE Arca Equities Rule 5.2(j)(3), except for the omission of the reference to ``index,'' which is not applicable, and the addition of the reference to Index-Linked Securities. --------------------------------------------------------------------------- (2) Component stocks (excluding Derivative Securities Products and Index-Linked Securities) that in the aggregate account for at least 70% of the equity weight of the portfolio (excluding such Derivative Securities Products and Index-Linked Securities) each must have a minimum monthly trading volume of 250,000 shares, or minimum notional volume traded per month of $25,000,000, averaged over the last six months; \27\ --------------------------------------------------------------------------- \27\ This proposed text is identical to the corresponding text of Commentary .01(a)(A)(2) to NYSE Arca Equities Rule 5.2(j)(3), except for the omission of the reference to ``index,'' which is not applicable, and the addition of the reference to Index-Linked Securities. --------------------------------------------------------------------------- (3) The most heavily weighted component stock (excluding Derivative Securities Products and Index-Linked Securities) must not exceed 30% of the equity weight of the portfolio, and, to the extent applicable, the five most heavily weighted component stocks (excluding Derivative Securities Products and Index-Linked Securities) must not exceed 65% of the equity weight of the portfolio; \28\ --------------------------------------------------------------------------- \28\ This proposed text is identical to the corresponding text of Commentary .01(a)(A)(3) to NYSE Arca Equities Rule 5.2(j)(3), except for the omission of the reference to ``index,'' which is not applicable, and the addition of the reference to Index-Linked Securities. --------------------------------------------------------------------------- (4) Where the equity portion of the portfolio does not include Non- U.S. Component Stocks, the equity portion of the portfolio shall include a minimum of 13 component stocks; provided, however, that there shall be no minimum number of component stocks if (a) one or more series of Derivative Securities Products or Index-Linked Securities constitute, at least in part, components underlying a series of Managed Fund Shares, or (b) one or more series of Derivative Securities Products or Index-Linked Securities account for 100% of the equity weight of the portfolio of a series of Managed Fund Shares; \29\ --------------------------------------------------------------------------- \29\ This proposed text is identical to the corresponding text of Commentary .01(a)(A)(4) to NYSE Arca Equities Rule 5.2(j)(3), except for the omission of the reference to ``index,'' which is not applicable, the addition of the reference to Index-Linked Securities, and the reference to the 100% limit applying to the ``equity portion'' of the portfolio. --------------------------------------------------------------------------- (5) Except as provided in proposed Commentary .01(a), equity securities in the portfolio must be U.S. Component Stocks listed on a national securities exchange and must be NMS Stocks as defined in Rule 600 of Regulation NMS; \30\ --------------------------------------------------------------------------- \30\ 17 CFR 240.600. This proposed text is identical to the corresponding text of Commentary .01(a)(A)(5) to NYSE Arca Equities Rule 5.2(j)(3), except for the addition of ``equity'' to make clear that the standard applies to ``equity securities'', the exclusion of unsponsored ADRs, and the omission of the reference to ``index,'' which is not applicable. --------------------------------------------------------------------------- (6) American Depositary Receipts (``ADRs'') may be exchange-traded or non-exchange-traded. However no more than 10% of the equity weight of the portfolio shall consist of non-exchange-traded ADRs.\31\ --------------------------------------------------------------------------- \31\ Proposed rule changes for previously-listed series of Managed Fund Shares have similarly included the ability for such Managed Fund Share holdings to include not more than 10% of net assets in unsponsored ADRs (which are not exchange-listed). See, e.g., Securities Exchange Act Release No. 71067 (December 12, 20113[sic]), 78 FR 76669 (December 18, 2013) (order approving listing and trading of shares of the SPDR MFS Systematic Core Equity ETF, SPDR MFS Systematic Growth Equity ETF, and SPDR MFS Systematic Value Equity ETF under NYSE Arca Equities Rule 8.600). --------------------------------------------------------------------------- As proposed in Commentary .01(a)(2) to Rule 8.600, the component stocks of the equity portion of a portfolio that are Non-U.S. Component Stocks shall meet the following criteria initially and on a continuing basis: (1) Non-U.S. Component Stocks each shall have a minimum market value of at least $100 million; \32\ --------------------------------------------------------------------------- \32\ The proposed text is identical to the corresponding representation from the ``SSgA Global Managed Volatility Release'', as defined in footnote 28, below. The proposed text is also identical to the corresponding text of Commentary .01(a)(B)(1) to NYSE Arca Equities Rule 5.2(j)(3), except for the omission of the reference to ``index,'' which is not applicable, and that each Non- U.S. Component Stock must have a minimum market value of at least $100 million instead of the 90% required under Commentary .01(a)(B)(1) to NYSE Arca Equities Rule 5.2(j)(3). --------------------------------------------------------------------------- (2) Non-U.S. Component Stocks each shall have a minimum global monthly trading volume of 250,000 shares, or minimum global notional volume traded per month of $25,000,000, averaged over the last six months; \33\ --------------------------------------------------------------------------- \33\ The proposed text is identical to the corresponding representation from the SSgA Global Managed Volatility Release, as defined in footnote 28, below. This proposed text also is identical to the corresponding text of Commentary .01(a)(B)(2) to NYSE Arca Equities Rule 5.2(j)(3), except for the omission of the reference to ``index,'' which is not applicable. --------------------------------------------------------------------------- [[Page 38763]] (3) The most heavily weighted Non-U.S. Component Stock shall not exceed 25% of the equity weight of the portfolio, and, to the extent applicable, the five most heavily weighted Non-U.S. Component Stocks shall not exceed 60% of the equity weight of the portfolio; \34\ --------------------------------------------------------------------------- \34\ This proposed text is identical to the corresponding text of Commentary .01(a)(B)(3) to NYSE Arca Equities Rule 5.2(j)(3), except for the omission of the reference to ``index'', which is not applicable. --------------------------------------------------------------------------- (4) Where the equity portion of the portfolio includes Non-U.S. Component Stocks, the equity portion of the portfolio shall include a minimum of 20 component stocks; provided, however, that there shall be no minimum number of component stocks if (i) one or more series of Derivative Securities Products or Index-Linked Securities constitute, at least in part, components underlying a series of Managed Fund Shares, or (ii) one or more series of Derivative Securities Products or Index-Linked Securities account for 100% of the equity weight of the portfolio of a series of Managed Fund Shares; \35\ and --------------------------------------------------------------------------- \35\ This proposed text is similar to the corresponding text of Commentary .01(a)(B)(4) to NYSE Arca Equities Rule 5.2(j)(3), except for the omission of the reference to ``index,'' which is not applicable, the addition of the reference to Index-Linked Securities, the reference to the equity portion of the portfolio including Non-U.S. Component Stocks, and the reference to the 100% limitation applying to the ``equity weight'' of the portfolio, which is included because the proposed standards in Commentary .01 to Rule 8.600 permit the inclusion of non-equity securities, whereas Commentary .01 to NYSE Arca Equities Rule 5.2(j)(3) applies only to equity securities. --------------------------------------------------------------------------- (5) Each Non-U.S. Component Stock shall be listed and traded on an exchange that has last-sale reporting.\36\ --------------------------------------------------------------------------- \36\ This proposed text is similar to Commentary .01(a)(B)(5) to NYSE Arca Equities Rule 5.2(j)(3) as it relates to Non-U.S. Component Stocks. --------------------------------------------------------------------------- The Exchange notes that it is not proposing to require that any of the equity portion of the equity portfolio composed of Non-U.S. Component Stocks be listed on markets that are either a member of the Intermarket Surveillance Group (``ISG'') or a market with which the Exchange has a comprehensive surveillance sharing agreement (``CSSA'').\37\ However, as further detailed below, the regulatory staff of the Exchange, or the Financial Industry Regulatory Authority, Inc. (``FINRA''), on behalf of the Exchange, will communicate as needed regarding trading in Managed Fund Shares with other markets that are members of the ISG, including U.S. securities exchanges on which the components are traded. The Exchange notes that the generic listing standards for Units based on foreign indexes in NYSE Arca Equities Rule 5.2(j)(3) do not include specific ISG or CSSA requirements.\38\ In addition, the Commission has approved listing and trading on the Exchange of shares of an issue of Managed Fund Shares under NYSE Arca Equities Rule 8.600 where non-U.S. equity securities in such issue's portfolio meet specified criteria and where there is no requirement that such non-U.S. equity securities are traded in markets that are members of ISG or with which the Exchange has in place a CSSA.\39\ --------------------------------------------------------------------------- \37\ ISG is comprised of an international group of exchanges, market centers, and market regulators that perform front-line market surveillance in their respective jurisdictions. See www.isgportal.org. A list of ISG members is available at www.isgportal.org. \38\ Under Commentary .01 to NYSE Arca Equities Rule 5.2(j)(3), Units with components that include Non-U.S. Component Stocks can hold a portfolio that is entirely composed of Non-U.S. Component Stocks that are listed on markets that are neither members of ISG, nor with which the Exchange has in place a CSSA. \39\ See Securities Exchange Act Release No. 75023 (May 21, 2015), 80 FR 30519 (May 28, 2015) (SR-NYSEArca-2014-100) (order approving listing and trading on the Exchange of shares of the SPDR SSgA Global Managed Volatility ETF under NYSE Arca Equities Rule 8.600) (``SSgA Global Managed Volatility Release''). --------------------------------------------------------------------------- Proposed Commentary .01(b) would describe the standards for a Managed Fund Share portfolio that holds fixed income securities, which are debt securities \40\ that are notes, bonds, debentures or evidence of indebtedness that include, but are not limited to, U.S. Department of Treasury securities (``Treasury Securities''), government-sponsored entity securities (``GSE Securities''), municipal securities, trust preferred securities, supranational debt and debt of a foreign country or a subdivision thereof, investment grade and high yield corporate debt, bank loans, mortgage and asset backed securities, and commercial paper. In addition, to the extent that a portfolio includes convertible securities, the fixed income security into which such security is converted would be required to meet the criteria of Commentary .01(b) after converting. --------------------------------------------------------------------------- \40\ Debt securities include a variety of fixed income obligations, including, but not limited to, corporate debt securities, government securities, municipal securities, convertible securities, and mortgage-backed securities. Debt securities include investment-grade securities, non-investment-grade securities, and unrated securities. Debt securities also include variable and floating rate securities. --------------------------------------------------------------------------- The components of the fixed income portion of a portfolio must meet the following criteria initially and on a continuing basis: (1) Components that in the aggregate account for at least 75% of the fixed income weight of the portfolio each shall have a minimum original principal amount outstanding of $100 million or more; \41\ --------------------------------------------------------------------------- \41\ This text of proposed Commentary .01(b)(1) to Rule 8.600 is based on the corresponding text of Commentary .02(a)(2) to Rule 5.2(j)(3) . --------------------------------------------------------------------------- (2) No component fixed-income security (excluding Treasury Securities and GSE Securities) could represent more than 30% of the fixed income weight of the portfolio, and the five most heavily weighted component fixed income securities in the portfolio (excluding Treasury Securities and GSE Securities) must not in the aggregate account for more than 65% of the fixed income weight of the portfolio; \42\ --------------------------------------------------------------------------- \42\ This proposed text is identical to the corresponding text of Commentary .02(a)(4) to Rule 5.2(j)(3), except for the omission of the reference to ``index,'' which is not applicable. --------------------------------------------------------------------------- (3) An underlying portfolio (excluding exempted securities) that includes fixed income securities must include a minimum of 13 non- affiliated issuers; provided, however, that there shall be no minimum number of non-affiliated issuers required for fixed income securities if at least 70% of the weight of the portfolio consists of equity securities as described in proposed Commentary .01(a).\43\ --------------------------------------------------------------------------- \43\ This proposed text is similar to the corresponding text of Commentary .02(a)(5) to Rule 5.2(j)(3), except for the omission of the reference to ``index,'' which is not applicable, the exclusion of the text ``consisting entirely of exempted securities'' and the provision that there shall be no minimum number of non-affiliated issuers required for fixed income securities if at least 70% of the weight of the portfolio consists of equity securities as described in proposed Commentary .01(a). --------------------------------------------------------------------------- (4) Component securities that in aggregate account for at least 90% of the fixed income weight of the portfolio must be either (a) from issuers that are required to file reports pursuant to Sections 13 and 15(d) of the Act; (b) from issuers that have a worldwide market value of its outstanding common equity held by non-affiliates of $700 million or more; (c) from issuers that have outstanding securities that are notes, bonds debentures, or evidence of indebtedness having a total remaining principal amount of at least $1 billion; \44\ (d) exempted securities as defined in Section 3(a)(12) of the Act; or (e) from issuers that are a government of a foreign country or a political subdivision of a foreign country; and --------------------------------------------------------------------------- \44\ With respect to subparagraphs (b) and (c) above, the special purpose vehicle (``SPV'') that issues the fixed income security (e.g., an asset-backed or mortgage-backed security) would itself be required to satisfy the $700 million and $1 billion criteria, respectively, and not the entity that controls, owns or is affiliated with the SPV. --------------------------------------------------------------------------- (5) Non-agency, non-GSE and privately-issued mortgage-related and other asset-backed securities components of a portfolio shall not account, in the aggregate, for more than [[Page 38764]] 20% of the weight of the fixed income portion of the portfolio.\45\ --------------------------------------------------------------------------- \45\ Proposed rule changes for previously-listed series of Managed Fund Shares have similarly included the ability for such Managed Fund Share holdings to include up to 20% of net assets in non-agency, non-GSE and privately-issued mortgage-related and other asset-backed securities. See, e.g., Securities Exchange Act Release No. 75566 (July 30, 2015), 80 FR 46612 (August 5, 2015) (SR- NYSEArca-2015-42) (order approving listing and trading of shares of Newfleet Multi-Sector Unconstrained Bond ETF under NYSE Arca Equities Rule 8.600). --------------------------------------------------------------------------- Proposed Commentary .01(c) would describe the standards for a Managed Fund Share portfolio that holds cash and cash equivalents.\46\ Specifically, the portfolio may hold short-term instruments with maturities of less than 3 months. There would be no limitation to the percentage of the portfolio invested in such holdings. Short-term instruments would include the following: \47\ --------------------------------------------------------------------------- \46\ Proposed rule changes for previously-listed series of Managed Fund Shares have similarly included the ability for such Managed Fund Share holdings to include cash and cash equivalents. See, e.g., SPDR Blackstone/GSO Senior Loan Approval, supra note 21, at 19768-69 and First Trust Preferred Securities and Income Approval, supra note 21, at 76150. \47\ Proposed rule changes for previously-listed series of Managed Fund Shares have similarly specified short-term instruments with respect to their inclusion in Managed Fund Share holdings. See, e.g., First Trust Preferred Securities and Income Approval, supra note 21, at 76150-51. --------------------------------------------------------------------------- (1) U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities; (2) certificates of deposit issued against funds deposited in a bank or savings and loan association; (3) bankers' acceptances, which are short-term credit instruments used to finance commercial transactions; (4) repurchase agreements and reverse repurchase agreements; (5) bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest; (6) commercial paper, which are short-term unsecured promissory notes; and (7) money market funds. Proposed Commentary .01(d) would describe the standards for a Managed Fund Share portfolio that holds listed derivatives, including futures, options and swaps on commodities, currencies and financial instruments (e.g., stocks, fixed income, interest rates, and volatility) or a basket or index of any of the foregoing.\48\ There would be no limitation to the percentage of the portfolio invested in such holdings, subject to the following requirements: --------------------------------------------------------------------------- \48\ Proposed rule changes for previously-listed series of Managed Fund Shares have similarly included the ability for such Managed Fund Share holdings to include listed derivatives. See, e.g., WisdomTree Real Return Approval, supra note 21, at 13617 and WisdomTree Brazil Bond Approval, supra note 21, at 32163. --------------------------------------------------------------------------- (1) In the aggregate, at least 90% of the weight of such holdings invested in futures, exchange-traded options, and listed swaps shall, on both an initial and continuing basis, consist of futures, options, and swaps for which the Exchange may obtain information via the ISG from other members or affiliates of the ISG or for which the principal market is a market with which the Exchange has a comprehensive surveillance sharing agreement (For purposes of calculating this limitation, a portfolio's investment in listed derivatives will be calculated as the aggregate gross notional value of the listed derivatives.); and (2) the aggregate gross notional value of listed derivatives based on any five or fewer underlying reference assets shall not exceed 65% of the weight of the portfolio (including gross notional exposures), and the aggregate gross notional value of listed derivatives based on any single underlying reference asset shall not exceed 30% of the weight of the portfolio (including gross notional exposures). Proposed Commentary .01(e) would describe the standards for a Managed Fund Share portfolio that holds over the counter (``OTC'') derivatives, including forwards, options and swaps on commodities, currencies and financial instruments (e.g., stocks, fixed income, interest rates, and volatility) or a basket or index of any of the foregoing.\49\ Proposed Commentary .01(e) would provide that, on both an initial and continuing basis, no more than 20% of the assets in the portfolio may be invested in OTC derivatives. For purposes of calculating this limitation, a portfolio's investment in OTC derivatives will be calculated as the aggregate gross notional value of the OTC derivatives. --------------------------------------------------------------------------- \49\ A proposed rule change for series of Units previously listed and traded on the Exchange pursuant to Rule 5.2(j)(3) similarly included the ability for such Units' holdings to include OTC derivatives, specifically OTC down-and-in put options, which are not NMS Stocks as defined in Rule 600 of Regulation NMS and therefore do not satisfy the requirements of Commentary .01(a)(A) to Rule 5.2(j)(3). See, e.g., NYSE Arca U.S. Equity Synthetic Reverse Convertible Index Fund Approval, supra note 21, at 23602. --------------------------------------------------------------------------- Proposed Commentary .01(f) would provide that, to the extent that listed or OTC derivatives are used to gain exposure to individual equities and/or fixed income securities, or to indexes of equities and/ or fixed income securities, the aggregate gross notional value of such exposures shall meet the criteria set forth in Commentary .01(a) and .01(b) to Rule 8.600 (including gross notional exposures), respectively. The Exchange notes that, for purposes of this proposal, a portfolio's investment in OTC derivatives will be calculated as the aggregate gross notional value of the OTC derivatives. The following examples illustrate how certain of the proposed generic criteria of Rule 8.600 would be applied: 1. An actively managed ETF holds non-agency MBS that represent 15% of the weight of the fixed income portion of the portfolio. The fixed income portion of the portfolio meets all the requirements of Commentary .01(b). The ETF also holds an OTC swap on a non-agency MBS Index that represents 10% of the fixed income weight of the portfolio calculated on a notional value basis. Separately, the OTC swap and fixed income portion of the portfolio would meet the requirements of the Rule 8.600, Commentary .01. However, when the 15% weight in non- agency MBS and the 10% weight in the non-agency MBS Index OTC swap are combined, as required by proposed Commentary .01(f) to Rule 8.600, the 25% total weight would exceed the 20% limit for non-agency GSE and privately-issued mortgage-related securities in Commentary .01(b)(5). The portfolio, therefore, would not meet the proposed generic criteria of Rule 8.600. 2. An actively managed ETF holds a portfolio of non-U.S. equity securities, S&P 500 Index and gold futures. S&P 500 Index futures and the gold futures held by the fund are listed on an ISG member exchange. The equity portion of the portfolio consists of developed and emerging markets equity securities with a current aggregate market value of $15 million and all components meet the requirements under Commentary .01(a)(2). The gold futures contract trading unit size is 100 troy ounces and an ounce of gold is currently worth $1200. The fund holds 500 gold futures contracts with a notional value of $60 million (500 * 100 * $1200). One S&P 500 contract represents 250 units of the S&P 500 Index and the S&P 500 Index is trading at $2,000. The portfolio holds 50 contracts, so the notional value of the S&P 500 Index futures position is $25 million (50 * 250 * $2000). The S&P 500 Index futures meet the requirement under Commentary .01(f), that is, the S&P 500 Index meets the criteria in Commentary .01(a). The weights of the components are as follows: Equity securities represent 15% of the portfolio, gold futures represent 60% of [[Page 38765]] the portfolio and S&P 500 Index futures represent 25% of the portfolio. The gold futures represent 60% of the portfolio and exceeds the 30% concentration limitation on any single underlying reference asset as outlined in proposed Commentary .01(d)(2). The portfolio, therefore, would not meet the proposed generic criteria of Rule 8.600. 3. An actively managed ETF holds a portfolio of equity securities and call option contracts on company XYZ. The equity portion of [sic] portfolio meets the requirements under Commentary .01(a). Company XYZ represents 20% of the weight of the equity portion of the portfolio. The equity portion of the fund has a market value of $100 million and the market value of the fund's holdings in company XYZ has a market value of $20 million. The fund also holds 10,000 call option contracts on company XYZ which has a current market price of $50 a share and, therefore, a notional value of $50 million (50 * 100 * 10,000) (that is, the $50 market price per share times the multiplier of 100 times 10,000 contracts). The option contracts are traded on an ISG member exchange. The total exposure to company XYZ is therefore $70 million and represents 46.7% ($70 million/$150 million=46.7%) of the portfolio. This fund would not meet the requirements of Rule 8.600 because the exposure to XYZ at 46.7% exceeds the 30% concentration limitation of proposed Commentary .01(d)(2). The Exchange believes that the proposed standards would continue to ensure transparency surrounding the listing process for Managed Fund Shares. Additionally, the Exchange believes that the proposed portfolio standards for listing and trading Managed Fund Shares, many of which track existing Exchange rules relating to Units, are reasonably designed to promote a fair and orderly market for such Managed Fund Shares.\50\ These proposed standards would also work in conjunction with the existing initial and continued listing criteria related to surveillance procedures and trading guidelines. --------------------------------------------------------------------------- \50\ See Approval Order, supra note 15 at 19548. --------------------------------------------------------------------------- In support of this proposal, the Exchange represents that: \51\ --------------------------------------------------------------------------- \51\ The Exchange made similar representations in the Approval Order. See id. at 19549. --------------------------------------------------------------------------- (1) The Managed Fund Shares will continue to conform to the initial and continued listing criteria under Rule 8.600; (2) the Exchange's surveillance procedures are adequate to continue to properly monitor the trading of the Managed Fund Shares in all trading sessions and to deter and detect violations of Exchange rules. Specifically, the Exchange intends to utilize its existing surveillance procedures applicable to derivative products, which will include Managed Fund Shares, to monitor trading in the Managed Fund Shares; (3) prior to the commencement of trading of a particular series of Managed Fund Shares, the Exchange will inform its Equity Trading Permit (``ETP'') Holders in a Bulletin of the special characteristics and risks associated with trading the Managed Fund Shares, including procedures for purchases and redemptions of Managed Fund Shares, suitability requirements under NYSE Arca Equities Rule 9.2(a), the risks involved in trading the Managed Fund Shares during the Opening and Late Trading Sessions when an updated Portfolio Indicative Value will not be calculated or publicly disseminated, information regarding the Portfolio Indicative Value and the Disclosed Portfolio, prospectus delivery requirements, and other trading information. In addition, the Bulletin will disclose that the Managed Fund Shares are subject to various fees and expenses, as described in the applicable registration statement, and will discuss any exemptive, no-action, and interpretive relief granted by the Commission from any rules under the Act. Finally, the Bulletin will disclose that the net asset value for the Managed Fund Shares will be calculated after 4 p.m. ET each trading day; and (4) the issuer of a series of Managed Fund Shares will be required to comply with Rule 10A-3 under the Act for the initial and continued listing of Managed Fund Shares, as provided under NYSE Arca Equities Rule 5.3. The Exchange notes that the proposed change is not otherwise intended to address any other issues and that the Exchange is not aware of any problems that ETP Holders or issuers would have in complying with the proposed change. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,\52\ in general, and furthers the objectives of Section 6(b)(5) of the Act,\53\ in particular, because it is 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. --------------------------------------------------------------------------- \52\ 15 U.S.C. 78f(b). \53\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- 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 because it would facilitate the listing and trading of additional Managed Fund Shares, which would enhance competition among market participants, to the benefit of investors and the marketplace. Specifically, after more than six years under the current process, whereby the Exchange is required to file a proposed rule change with the Commission for the listing and trading of each new series of Managed Fund Shares, the Exchange believes that it is appropriate to codify certain rules within Rule 8.600 that would generally eliminate the need for separate proposed rule changes. The Exchange believes that this would facilitate the listing and trading of additional types of Managed Fund Shares that have investment portfolios that are similar to investment portfolios for Units, which have been approved for listing and trading, thereby creating greater efficiencies in the listing process for the Exchange and the Commission. In this regard, the Exchange notes that the standards proposed for Managed Fund Share portfolios that include U.S. Component Stocks, Non-U.S. Component Stocks, Derivative Securities Products, and Index-Linked Securities are based in large part on the existing equity security standards applicable to Units in Commentary .01 to NYSE Arca Equities Rule 5.2(j)(3) and that the standards proposed for Managed Fund Share portfolios that include fixed income securities are based in large part on the existing fixed income standards applicable to Units in Commentary .02 to NYSE Arca Equities Rule 5.2(j)(3). Additionally, many of the standards proposed for other types of holdings of series of Managed Fund Shares are based on previous proposed rule changes for specific series of Managed Fund Shares.\54\ --------------------------------------------------------------------------- \54\ See supra, note 21. --------------------------------------------------------------------------- With respect to the proposed addition to the criteria of Rule 8.600(c) to provide that the Web site for each series of Managed Fund Shares shall disclose certain information regarding the Disclosed Portfolio, to the extent applicable, the Exchange notes that proposed rule changes approved by the Commission for previously-listed series of Managed Fund Shares have similarly included disclosure requirements with respect to each portfolio holding, as [[Page 38766]] applicable to the type of holding.\55\ With respect to the proposed definition of the term ``normal market conditions'' in proposed Rule 8.600(c)(5), such definition is similar to the definition of normal market conditions approved by the Commission for other issues of Managed Fund Shares.\56\ In addition, proposed Rule 8.600(d)(1)(C), would specify that a series of Managed Fund Shares would be required to adhere to its stated investment objective during normal market conditions. --------------------------------------------------------------------------- \55\ See supra, note 19. \56\ See, e.g., Securities Exchange Act Release No. 74338 (February 20, 2015), 80 FR 10556 (February 26, 2015) (SR-NYSEArca- 2014-143) (order approving listing and trading of shares of the SPDR Doubletree Total Return Tactical ETF under NYSE Arca Equities Rule 8.600). --------------------------------------------------------------------------- With respect to the proposed amendment to the continued listing requirement in Rule 8.600(d)(2)(A) to require dissemination of a Portfolio Indicative Value at least every 15 seconds during the Core Trading Session (as defined in NYSE Arca Equities Rule 7.34), such requirement conforms to the requirement applicable to the dissemination of the Intraday Indicative Value for Units in Commentary .01(c) and Commentary .02 (c) to NYSE Arca Equities Rule 5.2(j)(3). In addition, such dissemination is consistent with representations made in proposed rule changes for issues of Managed Fund Shares previously approved by the Commission.\57\ --------------------------------------------------------------------------- \57\ See, e.g., Approval Order, supra note 15; International Bear Approval, supra note 21. --------------------------------------------------------------------------- With respect to the proposed requirement in Commentary .01(a) that no more than 25% of the equity weight of the portfolio shall consist of leveraged and/or inverse leveraged Derivative Securities Products or Index-Linked Securities, such requirement would assure that only a relatively small proportion of a fund's investments could consist of such leveraged and/or inverse securities. In addition, such limitation would apply to both U.S. Component Stocks and Non-U.S. Component Stocks comprising the equity portion of a portfolio. With respect to the proposed provision in Commentary .01(a) that, to the extent a portfolio includes a convertible security, the equity security into which such security is converted must meet the criteria in Commentary .01(a) after converting, such requirement would assure that the equity securities into which a convertible security could be converted meet the liquidity and other criteria in Commentary .01 applicable to such equity securities. With respect to the proposed exclusion of Derivatives Securities Products and Index-Linked Securities from the requirements of proposed Commentary .01(a) of Rule 8.600, the Exchange believes it is appropriate to exclude Index-Linked Securities as well as Derivative Securities Products from certain component stock eligibility criteria for Managed Fund Shares in so far as Derivative Securities Products and Index-Linked Securities are themselves subject to specific quantitative listing and continued listing requirements of a national securities exchange on which such securities are listed. Derivative Securities Products and Index-Linked Securities that are components of a fund's portfolio would have been listed and traded on a national securities exchange pursuant to a proposed rule change approved by the Commission pursuant to Section 19(b)(2) of the Act \58\ or submitted by a national securities exchange pursuant to Section 19(b)(3)(A) of the Act \59\ or would have been listed by a national securities exchange pursuant to the requirements of Rule 19b-4(e) under the Act.\60\ The Exchange also notes that Derivative Securities Products and Index-Linked Securities are derivatively priced, and, therefore, the Exchange believes that it would not be necessary to apply the proposed generic quantitative criteria (e.g., market capitalization, trading volume, or portfolio component weighting) applicable to equity securities other than Derivative Securities Products or Index-Linked Securities (e.g., common stocks) to such products.\61\ --------------------------------------------------------------------------- \58\ 15 U.S.C. 78s(b)(2). \59\ 15 U.S.C. 78s(b)(3)(A). \60\ 17 CFR 240.19b-4(e). \61\ See Securities Exchange Act Release Nos. 57561 (March 26, 2008), 73 FR 17390 (April 1, 2008) (SR-NYSEArca-2008-29) (notice of filing of proposed rule change to amend eligibility criteria for components of an index underlying Investment Company Units); 57751 (May 1, 2008), 73 FR 25818 (May 7, 2008) (SR-NYSEArca-2008-29) (order approving proposed rule change to amend eligibility criteria for components of an index underlying Investment Company Units). --------------------------------------------------------------------------- With respect to the proposed criteria applicable to U.S. Component Stocks, the Exchange notes that such criteria are similar to those in Commentary .01 to NYSE Arca Equities Rule 5.2(j)(3) relating to criteria applicable to an index or portfolio of U.S. Component Stocks. In addition, Non-U.S. Component Stocks also will be required to meet criteria similar to certain generic listing standards in Commentary .01 to NYSE Arca Equities Rule 5.2(j)(3) relating to criteria applicable to an index or portfolio of U.S. Component Stocks and Non-U.S. Component Stocks underlying a series of Units to be listed and traded on the Exchange pursuant to Rule 19b-4(e) under the Act. With respect to the proposed requirement in Commentary .01(a)(1)(F) that ADRs in a portfolio may be exchange-traded or non-exchange-traded and that no more than 10% of the equity weight of the portfolio shall consist of non-exchange-traded ADRs, the Exchange notes that such requirement will ensure that unsponsored ADRs, which are traded OTC and which generally have less market transparency than sponsored ADRs, as well as any sponsored ADRs traded OTC, could account for only a small percentage of the equity weight of a portfolio. Further, the requirement is consistent with representations made in proposed rule changes for issues of Managed Fund Shares previously approved by the Commission.\62\ --------------------------------------------------------------------------- \62\ See note 31, supra. --------------------------------------------------------------------------- With respect to the proposed provision in Commentary .01(b) that, to the extent a portfolio includes convertible securities, the fixed income security into which such security is converted must meet the criteria in paragraph (b) of Commentary .01 after converting, such requirement would assure that the fixed income securities into which a convertible security could be converted meet the liquidity and other criteria in Commentary .01(b) applicable to fixed income securities. As proposed, pursuant to Commentary .01(b)(3) to Rule 8.600, an underlying portfolio (excluding exempted securities) that includes fixed income securities must include a minimum of 13 non-affiliated issuers, but there would be no minimum number of non-affiliated issuers required for fixed income securities if at least 70% of the weight of the portfolio consists of equity securities, as described in Commentary .01(a). The Exchange notes that, when evaluated in conjunction with proposed Commentary .01(b)(2), the proposed rule is consistent with Commentary .02(a)(4) and (5) of NYSE Arca Equities Rule 5.2(j)(3) in that it provides for a maximum weighting of a fixed income security in the fixed income portion of the portfolio of a fund that is comparable to the existing rules applicable to Investment Company Units based on fixed income indexes. With respect to the proposed requirement in Commentary .01(b)(5) that non-agency, non-GSE and privately-issued mortgage-related and other asset-backed securities components of a portfolio shall not account, in the aggregate, for more than 20% of the weight of the fixed income portion of the portfolio, the Exchange notes that [[Page 38767]] such requirement is consistent with representations made in proposed rule changes for issues of Managed Fund Shares previously approved by the Commission.\63\ --------------------------------------------------------------------------- \63\ See note 45, supra. --------------------------------------------------------------------------- With respect to the proposed amendment to Commentary .01(c) relating to cash and cash equivalents, while there is no limitation on the amount of cash and cash equivalents that can make up the portfolio, such instruments are short-term, highly liquid, and of high credit quality, making them less susceptible than other asset classes both to price manipulation and volatility. Further, the requirement is consistent with representations made in proposed rule changes for issues of Managed Fund Shares previously approved by the Commission.\64\ --------------------------------------------------------------------------- \64\ See note 46, supra. --------------------------------------------------------------------------- With respect to proposed Commentary .01(d)(1) to Rule 8.600 relating to listed derivatives, the Exchange believes that it is appropriate that there be no limit to the percentage of a portfolio invested in such holdings, provided that, in the aggregate, at least 90% of the weight of such holdings invested in futures, exchange-traded options, and listed swaps would consist of futures, options, and swaps for which the Exchange may obtain information via ISG from other members or affiliates or for which the principal market is a market with which the Exchange has a CSSA. Such a requirement would facilitate information sharing among market participants trading shares of a series of Managed Fund Shares as well as futures and options that such series may hold. In addition, listed swaps would be centrally cleared, reducing counterparty risk and thereby furthering investor protection.\65\ With respect to proposed Commentary .01(d)(2) to Rule 8.600, requiring percentage caps on the aggregate gross notional value of listed derivatives based on any five or fewer underlying reference assets or based on any single underlying reference asset, the Exchange believes such requirements will help ensure that listed derivatives utilized by a fund are adequately diversified and not unduly concentrated. --------------------------------------------------------------------------- \65\ The Commission has noted that ``[c]entral clearing mitigates counterparty risk among dealers and other institutions by shifting that risk from individual counterparties to [central counterparties (``CCPs'')], thereby protecting CCPs from each other's potential failures.'' See Securities Exchange Act Release No. 67286 (June 28, 2012) (File No. S7-44-10) (Process for Submissions for Review of Security-Based Swaps for Mandatory Clearing and Notice Filing Requirements for Clearing Agencies). --------------------------------------------------------------------------- With respect to proposed Commentary .01(e) to Rule 8.600 relating to OTC derivatives, the Exchange believes that the limitation to 20% of a fund's assets would assure that the preponderance of fund investments would not be in derivatives that are not listed and centrally cleared. The Exchange believes that such a limitation is sufficient to mitigate the risks associated with price manipulation because a 20% cap on OTC derivatives will ensure that any series of Managed Fund Shares will be sufficiently broad-based in scope to minimize potential manipulation associated with OTC derivatives and because the remaining 80% of the portfolio will consist of instruments subject to numerous restrictions designed to prevent manipulation, including equity securities (which, as proposed, would be subject to market cap, trading volume, and diversity requirements, among others), fixed income securities (which, as proposed, would be subject to principal amount outstanding, diversity, and issuer requirements, among others), cash and cash equivalents (which, as proposed, would be limited to short-term, highly liquid, and high credit quality instruments), and/or listed derivatives (which would be subject to the limitations in proposed Commentary .01(d)). The Exchange notes that a fund's investments in derivative instruments would be subject to limits on leverage imposed by the 1940 Act. Section 18(f) of the 1940 Act and related Commission guidance limit the amount of leverage an investment company can obtain. A fund's investments would be consistent with its investment objective and would not be used to enhance leverage. To limit the potential risk associated with a fund's use of derivatives, a fund will segregate or ``earmark'' assets determined to be liquid by a fund in accordance with the 1940 Act (or, as permitted by applicable regulation, enter into certain offsetting positions) to cover its obligations under derivative instruments. With respect to proposed Commentary .01(f) to Rule 8.600 relating to a fund's use of listed or OTC derivatives to gain exposure to individual equities and/or fixed income securities, or to indexes of equities and/or indexes of fixed income securities, the Exchange notes that the aggregate gross notional value of such exposure would be required to meet the numerical and other criteria set forth in proposed Commentary .01(a) and .01(b) to Rule 8.600 (including gross notional exposures), respectively. Quotation and other market information relating to listed futures and options is available from the exchanges listing such instruments as well as from market data vendors. With respect to centrally-cleared swaps \66\ and non-centrally-cleared swaps regulated by the CFTC,\67\ the Dodd-Frank Act mandates that swap information be reported to swap data repositories (``SDRs'').\68\ SDRs provide a central facility for swap data reporting and recordkeeping and are required to comply with data standards set by the CFTC, including real-time public reporting of swap transaction data to a derivatives clearing organization or SEF.\69\ SDRs require real-time reporting of all OTC and centrally cleared derivatives, including public reporting of the swap price and size. The parties responsible for reporting swaps information are CFTC- registered swap dealers (``RSDs''), major swap participants, and swap execution facilities (``SEFs''). If swap counterparties do not fall into the above categories, then one of the parties to the swap must report the trade to the SDR. Cleared swaps regulated by the CFTC must be executed on a Designated Contract Market (``DCM'') or SEF. Such cleared swaps have the same reporting requirements as futures, including end-of-day price, volume, and open interest. CFTC swaps reporting requirements require public dissemination of, among other items, product ID (if available); asset class; underlying reference asset, reference issuer, or reference index; termination date; date and time of execution; price, including currency; notional amounts, including currency; whether direct or indirect counterparties include an RSD; whether cleared or un-cleared; and platform ID of where the contract was executed (if applicable). --------------------------------------------------------------------------- \66\ There are currently five categories of swaps eligible for central clearing: Interest rate swaps; credit default swaps; foreign exchange swaps; equity swaps; and commodity swaps. The following entities provide central clearing for OTC derivatives: ICE Clear Credit (US); ICE Clear (EU); CME Group; LCH.Clearnet; and Eurex. \67\ Pursuant to the Dodd-Frank Act, OTC and centrally-cleared swaps are regulated by the CFTC with the exception of security-based swaps, which are regulated by the Commission. \68\ The following entities are provisionally registered with the CFTC as SDRs: BSDR LLC., Chicago Mercantile Exchange, Inc., DTCC Data Repository, and ICE Trade Vault. \69\ Approximately eighteen entities are currently registered with the CFTC as SEFs. --------------------------------------------------------------------------- With respect to security-based swaps regulated by the Commission, the Commission has adopted Regulation SBSR under the Act implementing requirements for regulatory reporting and public dissemination of security-based swap transactions set forth in Title VII of the Dodd- Frank Act. Regulation SBSR provides for the reporting of security-based swap [[Page 38768]] information to registered security-based swap data repositories (``Registered SDRs'') or the Commission, and the public dissemination of security-based swap transaction, volume, and pricing information by Registered SDRs.\70\ --------------------------------------------------------------------------- \70\ See Securities Exchange Act Release No. 74244 (February 11, 2015), 80 FR 14564 (March 19, 2015) (Regulation SBSR--Reporting and Dissemination of Security-Based Swap Information). --------------------------------------------------------------------------- Price information relating to forwards and OTC options will be available from major market data vendors. A fund's investments will not be used to seek performance that is the multiple or inverse multiple (i.e., 2Xs and 3Xs) of a fund's broad- based securities market index (as defined in Form N-1A).\71\ In addition, the Exchange notes that, under proposed Commentary .01(a) to Rule 8.600, for Derivative Securities Products and Index-Linked Securities, no more than 25% of the equity weight of a fund's portfolio could include leveraged and/or inverse leveraged Derivative Securities Products or Index-Linked Securities. --------------------------------------------------------------------------- \71\ See, e.g., Securities Exchange Act Release No. 74842 (April 29, 2015), 86 FR 25723 (May 5, 2015) (SR-NYSEArca-2014-89) (order approving listing and trading of shares of eight PIMCO exchange- traded funds). --------------------------------------------------------------------------- The proposed rule change is also designed to protect investors and the public interest because Managed Fund Shares listed and traded pursuant to Rule 8.600, including pursuant to the proposed new portfolio standards, would continue to be subject to the full panoply of Exchange rules and procedures that currently govern the trading of equity securities on the Exchange.\72\ --------------------------------------------------------------------------- \72\ See Approval Order, supra note 15, at 19547. --------------------------------------------------------------------------- The proposed rule change is also designed to protect investors and the public interest as well as to promote just and equitable principles of trade in that any Non-U.S. Component Stocks will each meet the following criteria initially and on a continuing basis: (1) Have a minimum market value of at least $100 million; (2) have a minimum global monthly trading volume of 250,000 shares, or minimum global notional volume traded per month of $25,000,000, averaged over the last six months; (3) most heavily weighted Non-U.S. Component Stock shall not exceed 25% of the equity weight of the portfolio, and, to the extent applicable, the five most heavily weighted Non-U.S. Component Stocks shall not exceed 60% of the equity weight of the portfolio; and (4) each Non-U.S. Component Stock shall be listed and traded on an exchange that has last-sale reporting. The Exchange believes that such quantitative criteria are sufficient to mitigate any concerns that may arise on the basis of a series of Managed Fund Shares potentially holding 100% of its assets in Non-U.S. Component Stocks that are neither listed on members of ISG nor exchanges with which the Exchange has in place a CSSA because, as stated above, such criteria are either the same or more stringent than the portfolio requirements for Units that hold Non-U.S. Component Stocks and there are no such requirements related to such securities being listed on an exchange that is a member of ISG or with which the Exchange has in place a CSSA. Further, the Exchange has not encountered and is not aware of any instances of manipulation or other negative impact in any series of Units that has occurred by virtue of the Units holding such Non-U.S. Component Stocks. As such, the Exchange believes that there should be no difference in the portfolio requirements for Managed Fund Shares and Units as it relates to holding Non-U.S. Component Stocks that are not listed on an exchange that is a member of ISG or with which the Exchange has in place a CSSA. The Exchange believes that the proposed rule change is designed to prevent fraudulent and manipulative acts and practices because the Managed Fund Shares will be listed and traded on the Exchange pursuant to the initial and continued listing criteria in Rule 8.600. The Exchange has in place surveillance procedures that are adequate to properly monitor trading in the Managed Fund 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, or the regulatory staff of the Exchange, will communicate as needed regarding trading in Managed Fund Shares with other markets that are members of the ISG, including all U.S. securities exchanges and futures exchanges on which the components are traded. In addition, the Exchange may obtain information regarding trading in Managed Fund Shares from other markets that are members of the ISG, including all U.S. securities exchanges and futures exchanges on which the components are traded, or with which the Exchange has in place a CSSA. The Exchange also believes that the proposed rule change would fulfill the intended objective of Rule 19b-4(e) under the Act by allowing Managed Fund Shares that satisfy the proposed listing standards to be listed and traded without separate Commission approval. However, as proposed, the Exchange would continue to file separate proposed rule changes before the listing and trading of Managed Fund Shares that do not satisfy the additional criteria described above. For these reasons, the Exchange believes that the proposal is consistent with the Act. B. Self-Regulatory Organization's Statement on Burden on Competition In accordance with Section 6(b)(8) of the Act,\73\ 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. Instead, the Exchange believes that the proposed rule change would facilitate the listing and trading of additional types of Managed Fund Shares and result in a significantly more efficient process surrounding the listing and trading of Managed Fund Shares, which will enhance competition among market participants, to the benefit of investors and the marketplace. The Exchange believes that this would reduce the time frame for bringing Managed Fund Shares to market, thereby reducing the burdens on issuers and other market participants and promoting competition. In turn, the Exchange believes that the proposed change would make the process for listing Managed Fund Shares more competitive by applying uniform listing standards with respect to Managed Fund Shares. --------------------------------------------------------------------------- \73\ 15 U.S.C. 78f(b)(8). --------------------------------------------------------------------------- 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. IV. Date of Effectiveness of the Proposed Rule Change, as Modified by Amendment No. 6, and Timing for Commission Action Section 19(b)(2) of the Act \74\ provides that, after initiating disapproval proceedings, the Commission shall issue an order approving or disapproving the proposed rule change not later than 180 days after the date of publication of notice of the filing of the proposed rule change. The Commission may, however, extend the period for issuing an order approving or disapproving the proposed rule change by not more than 60 days if the Commission determines that a longer period is appropriate and publishes the reasons for such determination. On May 20, 2016, the Commission published notice of its determination that it was appropriate to [[Page 38769]] designate a longer period within which to issue an order approving or disapproving the proposed rule change so that it would have sufficient time to consider the proposed rule change and, pursuant to Section 19(b)(2) of the Act,\75\ designated July 22, 2016, as the date by which the Commission shall either approve or disapprove the proposed rule change.\76\ --------------------------------------------------------------------------- \74\ 15 U.S.C. 78s(b)(2). \75\ 15 U.S.C. 78s(b)(2). \76\ See supra note 9 and accompanying text. --------------------------------------------------------------------------- V. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether Amendment No. 6 to the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-NYSEArca-2015-110 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NYSEArca-2015-110. 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 such filing will also 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-2015-110 and should be submitted on or before June 29, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\77\ --------------------------------------------------------------------------- \77\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2016-13965 Filed 6-13-16; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 81, No. 114 / Tuesday, June 14, 2016 / Notices 38759
2. Statutory Basis III. Date of Effectiveness of the Internet Web site (http://www.sec.gov/
The Exchange believes the proposed Proposed Rule Change and Timing for rules/sro.shtml). Copies of the
rule change is consistent with the Act Commission Action submission, all subsequent
and the rules and regulations The Exchange has filed the proposed amendments, all written statements
thereunder applicable to the Exchange rule change pursuant to Section with respect to the proposed rule
and, in particular, the requirements of 19(b)(3)(A) of the Act 10 and Rule 19b– change that are filed with the
Section 6(b) of the Act.7 Specifically, 4(f)(6) 11 thereunder. Because the Commission, and all written
the Exchange believes the proposed rule proposed rule change does not: (i) communications relating to the
change is consistent with the Section Significantly affect the protection of proposed rule change between the
6(b)(5) 8 requirements that the rules of investors or the public interest; (ii) Commission and any person, other than
an exchange be designed to prevent impose any significant burden on those that may be withheld from the
fraudulent and manipulative acts and competition; and (iii) become operative public in accordance with the
practices, to promote just and equitable prior to 30 days from the date on which provisions of 5 U.S.C. 552, will be
principles of trade, to foster cooperation it was filed, or such shorter time as the available for Web site viewing and
and coordination with persons engaged Commission may designate, if printing in the Commission’s Public
in regulating, clearing, settling, consistent with the protection of Reference Room, 100 F Street NE.,
processing information with respect to, investors and the public interest, the Washington, DC 20549 on official
and facilitation transactions in proposed rule change has become business days between the hours of
securities, to remove impediments to effective pursuant to Section 19(b)(3)(A) 10:00 a.m. and 3:00 p.m. Copies of the
and perfect the mechanism of a free and of the Act and Rule 19b–4(f)(6)(iii) filing also will be available for
open market and a national market thereunder. inspection and copying at the principal
system, and, in general, to protect At any time within 60 days of the office of the Exchange. All comments
investors and the public interest. filing of the proposed rule change, the received will be posted without change;
Additionally, the Exchange believes the Commission summarily may the Commission does not edit personal
proposed rule change is consistent with temporarily suspend such rule change if identifying information from
the Section 6(b)(5) 9 requirement that it appears to the Commission that such submissions. You should submit only
the rules of an exchange not be designed action is necessary or appropriate in the information that you wish to make
to permit unfair discrimination between public interest, for the protection of available publicly. All submissions
customers, issuers, brokers, or dealers. investors, or otherwise in furtherance of should refer to File Number SR–CBOE–
In particular, the proposed rule change the purposes of the Act. If the 2016–048 and should be submitted on
allows for an extension of the Pilot Commission takes such action, the or before July 5, 2016.
Program for the benefit of market Commission will institute proceedings For the Commission, by the Division of
participants. to determine whether the proposed rule Trading and Markets, pursuant to delegated
change should be approved or authority.12
B. Self-Regulatory Organization’s disapproved. Robert W. Errett,
Statement on Burden on Competition
Deputy Secretary.
CBOE does not believe that the IV. Solicitation of Comments
[FR Doc. 2016–13962 Filed 6–13–16; 8:45 am]
proposed rule change will impose any Interested persons are invited to BILLING CODE 8011–01–P
burden on competition that is not submit written data, views, and
necessary or appropriate in furtherance arguments concerning the foregoing,
of the purposes of the Act. Specifically, including whether the proposed rule SECURITIES AND EXCHANGE
the Exchange believes that, by extending change is consistent with the Act. COMMISSION
the expiration of the Pilot Program, the Comments may be submitted by any of
proposed rule change will allow for the following methods: [Release No. 34–78016; File No. SR–
NYSEArca–2015–110]
further analysis of the Pilot Program and
Electronic Comments
a determination of how the Program Self-Regulatory Organizations; NYSE
shall be structured in the future. In • Use the Commission’s Internet
comment form (http://www.sec.gov/ Arca, Inc.; Notice of Filing of
doing so, the proposed rule change will Amendment No. 6 to a Proposed Rule
also serve to promote regulatory clarity rules/sro.shtml); or
• Send an email to rule-comments@ Change To Amend NYSE Arca Equities
and consistency, thereby reducing Rule 8.600 To Adopt Generic Listing
burdens on the marketplace and sec.gov. Please include File Number SR–
CBOE–2016–048 on the subject line. Standards for Managed Fund Shares
facilitating investor protection. In
addition, the Exchange has been Paper Comments June 8, 2016.
authorized to act jointly in extending
the Pilot Program and believes the other • Send paper comments in triplicate I. Introduction
exchanges will be filing similar to Secretary, Securities and Exchange On November 6, 2015, NYSE Arca,
extensions. Commission, 100 F Street NE., Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
Washington, DC 20549–1090. with the Securities and Exchange
C. Self-Regulatory Organization’s All submissions should refer to File Commission (‘‘Commission’’), pursuant
Statement on Comments on the Number SR–CBOE–2016–048. This file to Section 19(b)(1) of the Securities
Proposed Rule Change Received From number should be included on the Exchange Act of 1934 (‘‘Act’’) 1 and Rule
Members, Participants, or Others
srobinson on DSK5SPTVN1PROD with NOTICES
subject line if email is used. To help the 19b–4 thereunder,2 a proposed rule
The Exchange neither solicited nor Commission process and review your change to amend NYSE Arca Equities
received comments on the proposed comments more efficiently, please use Rule 8.600 by, among other things,
rule change. only one method. The Commission will adopting generic listing standards for
post all comments on the Commission’s
7 15 U.S.C. 78f(b). 12 17 CFR 200.30–3(a)(12).
8 15 U.S.C. 78f(b)(5). 10 15 U.S.C. 78s(b)(3)(A). 1 15 U.S.C. 78s(b)(1).
9 Id. 11 17 CFR 240.19b–4(f)(6). 2 17 CFR 240.19b–4.
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![38762 Federal Register / Vol. 81, No. 114 / Tuesday, June 14, 2016 / Notices
a Managed Fund Share portfolio are the equity portion of a portfolio that are of the portfolio of a series of Managed
based on previous proposed rule U.S. Component Stocks shall meet the Fund Shares; 29
changes for specific series of Managed following criteria initially and on a (5) Except as provided in proposed
Fund Shares.21 continuing basis: Commentary .01(a), equity securities in
Proposed Commentary .01(a) would the portfolio must be U.S. Component
(1) Component stocks (excluding
describe the standards for a Managed Stocks listed on a national securities
Derivative Securities Products and
Fund Share portfolio that holds equity exchange and must be NMS Stocks as
Index-Linked Securities) that in the
securities, which are defined to be U.S. defined in Rule 600 of Regulation
aggregate account for at least 90% of the
Component Stocks,22 Non-U.S. NMS; 30
equity weight of the portfolio (excluding (6) American Depositary Receipts
Component Stocks,23 Derivative
such Derivative Securities Products and (‘‘ADRs’’) may be exchange-traded or
Securities Products,24 and Index-Linked
Index-Linked Securities) each must non-exchange-traded. However no more
Securities 25 listed on a national
have a minimum market value of at least than 10% of the equity weight of the
securities exchange. For Derivative
$75 million; 26 portfolio shall consist of non-exchange-
Securities Products and Index-Linked
Securities, no more than 25% of the (2) Component stocks (excluding traded ADRs.31
equity weight of the portfolio could Derivative Securities Products and As proposed in Commentary .01(a)(2)
include leveraged and/or inverse Index-Linked Securities) that in the to Rule 8.600, the component stocks of
leveraged Derivative Securities Products aggregate account for at least 70% of the the equity portion of a portfolio that are
or Index-Linked Securities. In addition, equity weight of the portfolio (excluding Non-U.S. Component Stocks shall meet
proposed Commentary .01(a) would such Derivative Securities Products and the following criteria initially and on a
provide that, to the extent that a Index-Linked Securities) each must continuing basis:
portfolio includes convertible securities, have a minimum monthly trading (1) Non-U.S. Component Stocks each
the equity security into which such volume of 250,000 shares, or minimum shall have a minimum market value of
security is converted would be required notional volume traded per month of at least $100 million; 32
to meet the criteria of Commentary $25,000,000, averaged over the last six (2) Non-U.S. Component Stocks each
.01(a) after converting. months; 27 shall have a minimum global monthly
As proposed in Commentary .01(a)(1) trading volume of 250,000 shares, or
(3) The most heavily weighted minimum global notional volume traded
to Rule 8.600, the component stocks of component stock (excluding Derivative per month of $25,000,000, averaged over
21 See the PIMCO Total Return Use of Derivatives
Securities Products and Index-Linked the last six months; 33
Approval. See also, Securities Exchange Act Securities) must not exceed 30% of the
Release Nos. 66321 (February 3, 2012), 77 FR 6850 equity weight of the portfolio, and, to 29 This proposed text is identical to the
(February 9, 2012) (SR–NYSEArca–2011–95) (the the extent applicable, the five most corresponding text of Commentary .01(a)(A)(4) to
‘‘PIMCO Total Return Approval’’); 69244 (March 27, heavily weighted component stocks NYSE Arca Equities Rule 5.2(j)(3), except for the
2013), 78 FR 19766 (April 2, 2013) (SR–NYSEArca– omission of the reference to ‘‘index,’’ which is not
2013–08) (the ‘‘SPDR Blackstone/GSO Senior Loan (excluding Derivative Securities
applicable, the addition of the reference to Index-
Approval’’); 68870 (February 8, 2013), 78 FR 11245 Products and Index-Linked Securities) Linked Securities, and the reference to the 100%
(February 15, 2013) (SR–NYSEArca–2012–139) (the must not exceed 65% of the equity limit applying to the ‘‘equity portion’’ of the
‘‘First Trust Preferred Securities and Income weight of the portfolio; 28 portfolio.
Approval’’); 69591 (May 16, 2013), 78 FR 30372 30 17 CFR 240.600. This proposed text is identical
(May 22, 2013) (SR–NYSEArca–2013–33) (the (4) Where the equity portion of the to the corresponding text of Commentary
‘‘International Bear Approval’’); 61697 (March 12, portfolio does not include Non-U.S. .01(a)(A)(5) to NYSE Arca Equities Rule 5.2(j)(3),
2010), 75 FR 13616 (March 22, 2010) (SR– except for the addition of ‘‘equity’’ to make clear
NYSEArca–2010–04) (the ‘‘WisdomTree Real Component Stocks, the equity portion of
that the standard applies to ‘‘equity securities’’, the
Return Approval’’); and 67054 (May 24, 2012), 77 the portfolio shall include a minimum exclusion of unsponsored ADRs, and the omission
FR 32161 (May 31, 2012) (SR–NYSEArca–2012–25) of 13 component stocks; provided, of the reference to ‘‘index,’’ which is not applicable.
(the ‘‘WisdomTree Brazil Bond Approval’’). Certain however, that there shall be no 31 Proposed rule changes for previously-listed
standards proposed herein for Managed Fund series of Managed Fund Shares have similarly
Shares are also based on previous proposed rule minimum number of component stocks
included the ability for such Managed Fund Share
changes for specific series of Units for which if (a) one or more series of Derivative holdings to include not more than 10% of net assets
Commission approval for listing was required due Securities Products or Index-Linked in unsponsored ADRs (which are not exchange-
to the Units not satisfying certain standards of Securities constitute, at least in part, listed). See, e.g., Securities Exchange Act Release
Commentary .01 and .02 to NYSE Arca Equities No. 71067 (December 12, 20113[sic]), 78 FR 76669
Rule 5.2(j)(3). See, e.g., Securities Exchange Act components underlying a series of
(December 18, 2013) (order approving listing and
Release No. 69373 (April 15, 2013), 78 FR 23601 Managed Fund Shares, or (b) one or trading of shares of the SPDR MFS Systematic Core
(April 19, 2013) (SR–NYSEArca–2012–108) (the more series of Derivative Securities Equity ETF, SPDR MFS Systematic Growth Equity
‘‘NYSE Arca U.S. Equity Synthetic Reverse Products or Index-Linked Securities ETF, and SPDR MFS Systematic Value Equity ETF
Convertible Index Fund Approval’’). under NYSE Arca Equities Rule 8.600).
22 For the purposes of Commentary .01 and this account for 100% of the equity weight 32 The proposed text is identical to the
proposal, the term ‘‘U.S. Component Stocks’’ would corresponding representation from the ‘‘SSgA
have the same meaning as described in NYSE Arca 26 This proposed text is identical to the
Global Managed Volatility Release’’, as defined in
Equities Rule 5.2(j)(3). corresponding text of Commentary .01(a)(A)(1) to footnote 28, below. The proposed text is also
23 For the purposes of Commentary .01 and this NYSE Arca Equities Rule 5.2(j)(3), except for the identical to the corresponding text of Commentary
proposal, the term ‘‘Non-U.S. Component Stocks’’ omission of the reference to ‘‘index,’’ which is not .01(a)(B)(1) to NYSE Arca Equities Rule 5.2(j)(3),
would have the same meaning as described in applicable, and the addition of the reference to except for the omission of the reference to ‘‘index,’’
NYSE Arca Equities Rule 5.2(j)(3). Index-Linked Securities. which is not applicable, and that each Non-U.S.
24 For the purposes of Commentary .01 and this 27 This proposed text is identical to the Component Stock must have a minimum market
proposal, the term ‘‘Derivative Securities Products’’ corresponding text of Commentary .01(a)(A)(2) to value of at least $100 million instead of the 90%
would mean Investment Company Units and NYSE Arca Equities Rule 5.2(j)(3), except for the required under Commentary .01(a)(B)(1) to NYSE
srobinson on DSK5SPTVN1PROD with NOTICES
securities described in Section 2 of Rule 8. omission of the reference to ‘‘index,’’ which is not Arca Equities Rule 5.2(j)(3).
25 Index-Linked Securities are securities that applicable, and the addition of the reference to 33 The proposed text is identical to the
qualify for Exchange listing and trading under Index-Linked Securities. corresponding representation from the SSgA Global
NYSE Arca Equities Rule 5.2(j)(6). The securities 28 This proposed text is identical to the Managed Volatility Release, as defined in footnote
described in Rule 5.2(j)(3), Rule 5.2(j)(6) and corresponding text of Commentary .01(a)(A)(3) to 28, below. This proposed text also is identical to the
Section 2 of Rule 8, as referenced above, would NYSE Arca Equities Rule 5.2(j)(3), except for the corresponding text of Commentary .01(a)(B)(2) to
include securities listed on another national omission of the reference to ‘‘index,’’ which is not NYSE Arca Equities Rule 5.2(j)(3), except for the
securities exchange pursuant to substantially applicable, and the addition of the reference to omission of the reference to ‘‘index,’’ which is not
equivalent listing rules. Index-Linked Securities. applicable.
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![Federal Register / Vol. 81, No. 114 / Tuesday, June 14, 2016 / Notices 38765
the portfolio and S&P 500 Index futures sessions and to deter and detect open market and, in general, to protect
represent 25% of the portfolio. The gold violations of Exchange rules. investors and the public interest.
futures represent 60% of the portfolio Specifically, the Exchange intends to The proposed rule change is designed
and exceeds the 30% concentration utilize its existing surveillance to perfect the mechanism of a free and
limitation on any single underlying procedures applicable to derivative open market and, in general, to protect
reference asset as outlined in proposed products, which will include Managed investors and the public interest
Commentary .01(d)(2). The portfolio, Fund Shares, to monitor trading in the because it would facilitate the listing
therefore, would not meet the proposed Managed Fund Shares; and trading of additional Managed Fund
generic criteria of Rule 8.600. (3) prior to the commencement of Shares, which would enhance
3. An actively managed ETF holds a trading of a particular series of Managed competition among market participants,
portfolio of equity securities and call Fund Shares, the Exchange will inform to the benefit of investors and the
option contracts on company XYZ. The its Equity Trading Permit (‘‘ETP’’) marketplace. Specifically, after more
equity portion of [sic] portfolio meets Holders in a Bulletin of the special
the requirements under Commentary than six years under the current process,
characteristics and risks associated with whereby the Exchange is required to file
.01(a). Company XYZ represents 20% of trading the Managed Fund Shares,
the weight of the equity portion of the a proposed rule change with the
including procedures for purchases and Commission for the listing and trading
portfolio. The equity portion of the fund redemptions of Managed Fund Shares,
has a market value of $100 million and of each new series of Managed Fund
suitability requirements under NYSE Shares, the Exchange believes that it is
the market value of the fund’s holdings Arca Equities Rule 9.2(a), the risks
in company XYZ has a market value of appropriate to codify certain rules
involved in trading the Managed Fund within Rule 8.600 that would generally
$20 million. The fund also holds 10,000 Shares during the Opening and Late
call option contracts on company XYZ eliminate the need for separate
Trading Sessions when an updated proposed rule changes. The Exchange
which has a current market price of $50 Portfolio Indicative Value will not be
a share and, therefore, a notional value believes that this would facilitate the
calculated or publicly disseminated, listing and trading of additional types of
of $50 million (50 * 100 * 10,000) (that information regarding the Portfolio
is, the $50 market price per share times Managed Fund Shares that have
Indicative Value and the Disclosed investment portfolios that are similar to
the multiplier of 100 times 10,000 Portfolio, prospectus delivery
contracts). The option contracts are investment portfolios for Units, which
requirements, and other trading have been approved for listing and
traded on an ISG member exchange. The information. In addition, the Bulletin
total exposure to company XYZ is trading, thereby creating greater
will disclose that the Managed Fund efficiencies in the listing process for the
therefore $70 million and represents Shares are subject to various fees and
46.7% ($70 million/$150 Exchange and the Commission. In this
expenses, as described in the applicable regard, the Exchange notes that the
million=46.7%) of the portfolio. This registration statement, and will discuss
fund would not meet the requirements standards proposed for Managed Fund
any exemptive, no-action, and Share portfolios that include U.S.
of Rule 8.600 because the exposure to interpretive relief granted by the
XYZ at 46.7% exceeds the 30% Component Stocks, Non-U.S.
Commission from any rules under the Component Stocks, Derivative
concentration limitation of proposed Act. Finally, the Bulletin will disclose
Commentary .01(d)(2). Securities Products, and Index-Linked
that the net asset value for the Managed Securities are based in large part on the
The Exchange believes that the
Fund Shares will be calculated after existing equity security standards
proposed standards would continue to
4 p.m. ET each trading day; and applicable to Units in Commentary .01
ensure transparency surrounding the
listing process for Managed Fund (4) the issuer of a series of Managed to NYSE Arca Equities Rule 5.2(j)(3) and
Shares. Additionally, the Exchange Fund Shares will be required to comply that the standards proposed for
believes that the proposed portfolio with Rule 10A–3 under the Act for the Managed Fund Share portfolios that
standards for listing and trading initial and continued listing of Managed include fixed income securities are
Managed Fund Shares, many of which Fund Shares, as provided under NYSE based in large part on the existing fixed
track existing Exchange rules relating to Arca Equities Rule 5.3. income standards applicable to Units in
Units, are reasonably designed to The Exchange notes that the proposed Commentary .02 to NYSE Arca Equities
promote a fair and orderly market for change is not otherwise intended to Rule 5.2(j)(3). Additionally, many of the
such Managed Fund Shares.50 These address any other issues and that the standards proposed for other types of
proposed standards would also work in Exchange is not aware of any problems holdings of series of Managed Fund
conjunction with the existing initial and that ETP Holders or issuers would have Shares are based on previous proposed
continued listing criteria related to in complying with the proposed change. rule changes for specific series of
surveillance procedures and trading Managed Fund Shares.54
guidelines. 2. Statutory Basis
With respect to the proposed addition
In support of this proposal, the to the criteria of Rule 8.600(c) to provide
The Exchange believes that the
Exchange represents that: 51 that the Web site for each series of
(1) The Managed Fund Shares will proposed rule change is consistent with
Section 6(b) of the Act,52 in general, and Managed Fund Shares shall disclose
continue to conform to the initial and
furthers the objectives of Section 6(b)(5) certain information regarding the
continued listing criteria under Rule
of the Act,53 in particular, because it is Disclosed Portfolio, to the extent
8.600;
designed to prevent fraudulent and applicable, the Exchange notes that
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(2) the Exchange’s surveillance
procedures are adequate to continue to manipulative acts and practices, to proposed rule changes approved by the
properly monitor the trading of the promote just and equitable principles of Commission for previously-listed series
Managed Fund Shares in all trading trade, to remove impediments to, and of Managed Fund Shares have similarly
perfect the mechanism of a free and included disclosure requirements with
50 SeeApproval Order, supra note 15 at 19548.
respect to each portfolio holding, as
51 The 52 15 U.S.C. 78f(b).
Exchange made similar representations in
the Approval Order. See id. at 19549. 53 15 U.S.C. 78f(b)(5). 54 See supra, note 21.
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such requirement is consistent with Exchange believes that the limitation to well as from market data vendors. With
representations made in proposed rule 20% of a fund’s assets would assure that respect to centrally-cleared swaps 66 and
changes for issues of Managed Fund the preponderance of fund investments non-centrally-cleared swaps regulated
Shares previously approved by the would not be in derivatives that are not by the CFTC,67 the Dodd-Frank Act
Commission.63 listed and centrally cleared. The mandates that swap information be
With respect to the proposed Exchange believes that such a limitation reported to swap data repositories
amendment to Commentary .01(c) is sufficient to mitigate the risks (‘‘SDRs’’).68 SDRs provide a central
relating to cash and cash equivalents, associated with price manipulation facility for swap data reporting and
while there is no limitation on the because a 20% cap on OTC derivatives recordkeeping and are required to
amount of cash and cash equivalents will ensure that any series of Managed comply with data standards set by the
that can make up the portfolio, such Fund Shares will be sufficiently broad- CFTC, including real-time public
instruments are short-term, highly based in scope to minimize potential reporting of swap transaction data to a
liquid, and of high credit quality, manipulation associated with OTC derivatives clearing organization or
making them less susceptible than other derivatives and because the remaining SEF.69 SDRs require real-time reporting
asset classes both to price manipulation 80% of the portfolio will consist of of all OTC and centrally cleared
and volatility. Further, the requirement instruments subject to numerous derivatives, including public reporting
is consistent with representations made restrictions designed to prevent of the swap price and size. The parties
in proposed rule changes for issues of manipulation, including equity responsible for reporting swaps
Managed Fund Shares previously securities (which, as proposed, would information are CFTC-registered swap
approved by the Commission.64 be subject to market cap, trading dealers (‘‘RSDs’’), major swap
With respect to proposed volume, and diversity requirements, participants, and swap execution
Commentary .01(d)(1) to Rule 8.600 among others), fixed income securities facilities (‘‘SEFs’’). If swap
relating to listed derivatives, the (which, as proposed, would be subject counterparties do not fall into the above
Exchange believes that it is appropriate to principal amount outstanding, categories, then one of the parties to the
that there be no limit to the percentage diversity, and issuer requirements, swap must report the trade to the SDR.
of a portfolio invested in such holdings, among others), cash and cash Cleared swaps regulated by the CFTC
provided that, in the aggregate, at least equivalents (which, as proposed, would must be executed on a Designated
90% of the weight of such holdings be limited to short-term, highly liquid, Contract Market (‘‘DCM’’) or SEF. Such
invested in futures, exchange-traded and high credit quality instruments), cleared swaps have the same reporting
options, and listed swaps would consist and/or listed derivatives (which would requirements as futures, including end-
of futures, options, and swaps for which be subject to the limitations in proposed of-day price, volume, and open interest.
the Exchange may obtain information Commentary .01(d)). CFTC swaps reporting requirements
via ISG from other members or affiliates The Exchange notes that a fund’s require public dissemination of, among
or for which the principal market is a investments in derivative instruments other items, product ID (if available);
market with which the Exchange has a would be subject to limits on leverage asset class; underlying reference asset,
CSSA. Such a requirement would imposed by the 1940 Act. Section 18(f) reference issuer, or reference index;
facilitate information sharing among of the 1940 Act and related Commission termination date; date and time of
market participants trading shares of a guidance limit the amount of leverage execution; price, including currency;
series of Managed Fund Shares as well an investment company can obtain. A notional amounts, including currency;
as futures and options that such series fund’s investments would be consistent whether direct or indirect
may hold. In addition, listed swaps with its investment objective and would counterparties include an RSD; whether
would be centrally cleared, reducing not be used to enhance leverage. To cleared or un-cleared; and platform ID
counterparty risk and thereby furthering limit the potential risk associated with of where the contract was executed (if
investor protection.65 With respect to a fund’s use of derivatives, a fund will applicable).
proposed Commentary .01(d)(2) to Rule segregate or ‘‘earmark’’ assets With respect to security-based swaps
8.600, requiring percentage caps on the determined to be liquid by a fund in regulated by the Commission, the
aggregate gross notional value of listed accordance with the 1940 Act (or, as Commission has adopted Regulation
derivatives based on any five or fewer permitted by applicable regulation, SBSR under the Act implementing
underlying reference assets or based on enter into certain offsetting positions) to requirements for regulatory reporting
any single underlying reference asset, cover its obligations under derivative and public dissemination of security-
the Exchange believes such instruments. based swap transactions set forth in
requirements will help ensure that With respect to proposed Title VII of the Dodd-Frank Act.
listed derivatives utilized by a fund are Commentary .01(f) to Rule 8.600 relating Regulation SBSR provides for the
adequately diversified and not unduly to a fund’s use of listed or OTC reporting of security-based swap
concentrated. derivatives to gain exposure to
With respect to proposed individual equities and/or fixed income 66 There are currently five categories of swaps
Commentary .01(e) to Rule 8.600 securities, or to indexes of equities and/ eligible for central clearing: Interest rate swaps;
relating to OTC derivatives, the credit default swaps; foreign exchange swaps;
or indexes of fixed income securities, equity swaps; and commodity swaps. The following
the Exchange notes that the aggregate entities provide central clearing for OTC
63 See note 45, supra. gross notional value of such exposure derivatives: ICE Clear Credit (US); ICE Clear (EU);
64 See note 46, supra. would be required to meet the CME Group; LCH.Clearnet; and Eurex.
65 The Commission has noted that ‘‘[c]entral 67 Pursuant to the Dodd-Frank Act, OTC and
numerical and other criteria set forth in
srobinson on DSK5SPTVN1PROD with NOTICES
clearing mitigates counterparty risk among dealers centrally-cleared swaps are regulated by the CFTC
and other institutions by shifting that risk from proposed Commentary .01(a) and .01(b) with the exception of security-based swaps, which
individual counterparties to [central counterparties to Rule 8.600 (including gross notional are regulated by the Commission.
(‘‘CCPs’’)], thereby protecting CCPs from each exposures), respectively. 68 The following entities are provisionally
other’s potential failures.’’ See Securities Exchange Quotation and other market registered with the CFTC as SDRs: BSDR LLC.,
Act Release No. 67286 (June 28, 2012) (File No. S7– Chicago Mercantile Exchange, Inc., DTCC Data
44–10) (Process for Submissions for Review of
information relating to listed futures Repository, and ICE Trade Vault.
Security-Based Swaps for Mandatory Clearing and and options is available from the 69 Approximately eighteen entities are currently
Notice Filing Requirements for Clearing Agencies). exchanges listing such instruments as registered with the CFTC as SEFs.
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![Federal Register / Vol. 81, No. 114 / Tuesday, June 14, 2016 / Notices 38769
designate a longer period within which the Commission does not edit personal Solicitation of Public Comments: SBA
to issue an order approving or identifying information from is requesting comments on (a) Whether
disapproving the proposed rule change submissions. You should submit only the collection of information is
so that it would have sufficient time to information that you wish to make necessary for the agency to properly
consider the proposed rule change and, available publicly. All submissions perform its functions; (b) whether the
pursuant to Section 19(b)(2) of the should refer to File Number SR– burden estimates are accurate; (c)
Act,75 designated July 22, 2016, as the NYSEArca–2015–110 and should be whether there are ways to minimize the
date by which the Commission shall submitted on or before June 29, 2016. burden, including through the use of
either approve or disapprove the For the Commission, by the Division of automated techniques or other forms of
proposed rule change.76 Trading and Markets, pursuant to delegated information technology; and (d) whether
V. Solicitation of Comments authority.77 there are ways to enhance the quality,
Robert W. Errett, utility, and clarity of the information.
Interested persons are invited to Title: ‘‘Stockholders’ Confirmation
Deputy Secretary.
submit written data, views, and (Corporation); Ownership Confirmation
arguments concerning the foregoing, [FR Doc. 2016–13965 Filed 6–13–16; 8:45 am]
(Partnership)’’.
including whether Amendment No. 6 to BILLING CODE 8011–01–P
Description of Respondents: Licensed
the proposed rule change is consistent small business investment companies
with the Act. Comments may be (SBICs).
submitted by any of the following SMALL BUSINESS ADMINISTRATION Form Number’s: 1405, 1405A.
methods: Annual Responses: 600.
Data Collection Available for Public Annual Burden: 600.
Electronic Comments Comments
• Use the Commission’s Internet Curtis Rich,
comment form (http://www.sec.gov/ 60 Day Notice and request for
ACTION: Management Analyst.
rules/sro.shtml); or comments. [FR Doc. 2016–14012 Filed 6–13–16; 8:45 am]
• Send an email to rule- BILLING CODE 8025–01–P
comments@sec.gov. Please include File SUMMARY: In accordance with the
Number SR–NYSEArca–2015–110 on Paperwork Reduction Act of 1995, this
the subject line. notice announces the Small Business SMALL BUSINESS ADMINISTRATION
Administration’s intentions to request
Paper Comments approval on a new and/or currently Data Collection Available for Public
• Send paper comments in triplicate approved information collection. Comments
to Brent J. Fields, Secretary, Securities DATES: Submit comments on or before
and Exchange Commission, 100 F Street August 15, 2016. 60 Day notice and request for
ACTION:
NE., Washington, DC 20549–1090. comments.
ADDRESSES: Send all comments
All submissions should refer to File regarding whether this information SUMMARY: In accordance with the
Number SR–NYSEArca–2015–110. This collection is necessary for the proper Paperwork Reduction Act of 1995, this
file number should be included on the performance of the function of the notice announces the Small Business
subject line if email is used. To help the agency, whether the burden estimates Administration’s intentions to request
Commission process and review your are accurate, and if there are ways to approval on a new and/or currently
comments more efficiently, please use minimize the estimated burden and approved information collection.
only one method. The Commission will enhance the quality of the collections, to DATES: Submit comments on or before
post all comments on the Commission’s Louis Cupp, New Markets Policy August 15, 2016.
Internet Web site (http://www.sec.gov/ Analyst, Office of Investment, Small
ADDRESSES: Send all comments
rules/sro.shtml). Copies of the Business Administration, 409 3rd Street,
submission, all subsequent regarding whether this information
6th Floor, Washington, DC 20416.
amendments, all written statements collection is necessary for the proper
FOR FURTHER INFORMATION CONTACT: performance of the function of the
with respect to the proposed rule Louis Cupp, New Markets Policy
change that are filed with the agency, whether the burden estimates
Analyst, 202–619–0511 louis.cupp@ are accurate, and if there are ways to
Commission, and all written sba.gov Curtis B. Rich, Management
communications relating to the minimize the estimated burden and
Analyst, 202–205–7030 curtis.rich@ enhance the quality of the collections, to
proposed rule change between the sba.gov.
Commission and any person, other than Carol Fendler, Director of Licensing and
those that may be withheld from the SUPPLEMENTARY INFORMATION: SBA Program Standards, Office of Investment
public in accordance with the Forms 1405 and 1405A are used by and Innovation, Small Business
provisions of 5 U.S.C. 552, will be Small Business Administration (SBA) Administration, 409 3rd Street, 6th
available for Web site viewing and examiners as part of their examination Floor, Washington, DC 20416.
printing in the Commission’s Public of licensed small business investment FOR FURTHER INFORMATION CONTACT:
Reference Room, 100 F Street NE., companies (SBICs). This information is Carol Fendler, Director, Licensing and
Washington, DC 20549, on official collected from SBIC’S Stockholders and Program Standards, 202–205–7559
business days between the hours of partners and provides independent carol.fendler@sba.gov
third party confirmation of an SBIC’s Curtis B. Rich, Management Analyst,
srobinson on DSK5SPTVN1PROD with NOTICES
10:00 a.m. and 3:00 p.m. Copies of such
filing will also be available for representations concerning its owners. 202–205–7030 curtis.rich@sba.gov
inspection and copying at the principal The information helps SBA to evaluate SUPPLEMENTARY INFORMATION: SBA
office of the Exchange. All comments the SBIC’S with applicable laws and Forms 2181, 2182 and 2183 provide
received will be posted without change; regulations concerning capital SBA with the necessary information to
requirements. make decisions regarding the approval
75 15 U.S.C. 78s(b)(2). or denial of an applicant for a small
76 See supra note 9 and accompanying text. 77 17 CFR 200.30–3(a)(12). business investment company (SBIC)
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Document Created: 2016-06-14 02:59:05
Document Modified: 2016-06-14 02:59:05
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
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