81_FR_90631 81 FR 90391 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Exchange's Schedule of Fees and Charges Relating to the Listing and Annual Fees Applicable to Certain Structured Products

81 FR 90391 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Exchange's Schedule of Fees and Charges Relating to the Listing and Annual Fees Applicable to Certain Structured Products

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 240 (December 14, 2016)

Page Range90391-90394
FR Document2016-29938

Federal Register, Volume 81 Issue 240 (Wednesday, December 14, 2016)
[Federal Register Volume 81, Number 240 (Wednesday, December 14, 2016)]
[Notices]
[Pages 90391-90394]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-29938]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79506; File No. SR-NYSEArca-2016-158]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending the 
Exchange's Schedule of Fees and Charges Relating to the Listing and 
Annual Fees Applicable to Certain Structured Products

December 8, 2016
    Pursuant to Section 19(b)(1)\1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on November 29, 2016, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.

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[[Page 90392]]

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the Exchange's Schedule of Fees and 
Charges (``Fee Schedule'') relating to the Listing and Annual Fees 
applicable to certain Structured Products. This amendment to the Fee 
Schedule is effective November 29, 2016. The proposed rule change is 
available on the Exchange's Web site at www.nyse.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend the Exchange's Schedule of Fees and 
Charges (``Fee Schedule'') relating to the Listing Fee and the Annual 
Fee applicable to certain ``Structured Products'', as described 
below.\4\ This amendment to the Fee Schedule is effective November 29, 
2016.
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    \4\ ``Structured Products'' are defined in Note 4 to the Fee 
Schedule as securities listed under Rule 5.2(j)(1) (Other 
Securities), 5.2(j)(2) (Equity Linked Notes); Rule 5.2(j)(4) (Index-
Linked Exchangeable Notes); Rule 5.2(j)(6) (Equity Index-Linked 
Securities, Commodity-Linked Securities, Currency-Linked Securities, 
Fixed Income Index-Linked Securities, Futures-Linked Securities and 
Multifactor Indexed-Linked Securities (collectively, ``Index-Linked 
Securities'')); Rule 5.2(j)(7) (Trust Certificates); Rule 8.3 
(Currency and Index Warrants); and Rule 8.400 (Paired Trust Shares).
---------------------------------------------------------------------------

    Currently, the Exchange's Fee Schedule provides for a ``Listing 
Fee'' for issues of ``Structured Products'' which ranges from $5,000 to 
$45,000 based on the number of shares outstanding.
    The Exchange proposes to amend the Fee Schedule to eliminate the 
Listing Fee in connection with Exchange listing of certain Structured 
Products effective November 29, 2016, as described below. Exchange 
rules applicable to listing of Structured Products under NYSE Arca 
Equities Rules 5.2(j)(2), 5.2(j)(4) and 5.2(j)(6) provide for listing 
such products pursuant to Rule 19b-4(e) under the Act if they satisfy 
all criteria--referred to as ``generic'' listing criteria--in such 
rule. If an issue of such Structured Products does not satisfy all 
applicable generic criteria, the Commission must approve or issue a 
notice of effectiveness with respect to a proposed rule change filed by 
the Exchange pursuant to Section 19(b) of the Act prior to Exchange 
listing of such issue.
    The Exchange proposes to eliminate the Listing Fee for the 
following Structured Products listed on the Exchange pursuant to Rule 
19b-4(e) under the Act, and for which a proposed rule change pursuant 
to Section 19(b) of the Act is not required to be filed with the 
Commission: (i) Equity Linked Notes (listed under Rule 5.2(j)(2)); (ii) 
Index-Linked Exchangeable Notes (listed under Rule 5.2(j)(4)); and 
(iii) Index-Linked Securities (listed under Rule 5.2(j)(6)) 
(collectively, ``Generically-Listed Structured Products''). The 
Exchange believes that eliminating the Listing Fee for Generically-
Listed Structured Products would help correlate the Listing Fee 
applicable to an issue of Generically-Listed Structured Products to the 
resources required to list such securities on the Exchange. The 
Exchange believes it is appropriate to eliminate the Listing Fee for 
Generically-Listed Structured Products because such products do not 
require a commitment of time and resources by Exchange staff to prepare 
and review Rule 19b-4 filings for Structured Products other than 
Generically-Listed Structured Products, and to communicate with issuers 
and the Commission staff regarding such filings. Application of a 
Listing Fee for Structured Products other than Generically-Listed 
Structured Products is appropriate because the Exchange generally 
incurs increased costs in connection with the listing administration 
process, issuer services, and consultative legal services when a 
proposed rule change pursuant to Section 19(b) of the Act is required 
to be filed with the Commission.\5\
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    \5\ The Exchange has eliminated the Exchange Listing Fee 
applicable to certain Exchange Traded Products for which a proposed 
rule change pursuant to Section 19(b) of the Act is not required to 
be filed with the Commission. See Securities Exchange Act Release 
No. 78633 (August 22, 2016), 81 FR 59025 (August 26, 2016) (SR-
NYSEArca-2016-114) (notice of filing and immediate effectiveness of 
proposed rule change amending the Exchange's Schedule of Fees and 
Charges to eliminate the Listing Fee in connection with Exchange 
listing of certain Exchange Traded Products).
---------------------------------------------------------------------------

    The Exchange also proposes to amend the Exchange's Fee Schedule 
relating to the Annual Fee payable in connection with Exchange listing 
of Index-Linked Securities.\6\ The issuer of a series of Index-Linked 
Securities, which are referred to as exchange-traded notes (or 
``ETNs''), may issue a subsequent series of ETNs based on the identical 
reference asset (for example, stock index) as the initially-listed 
securities. The Exchange proposes to amend the Fee Schedule to provide 
that multiple series of securities listed under Rule 5.2(j)(6) that are 
issued by the same issuer and are based on an identical reference asset 
and leverage factor (i.e., 1X, -1X, 2X, -2X, 3X or -3X) will receive a 
30% discount off the aggregate calculated Annual Fee for such multiple 
series. Thus, for such series, the Exchange would aggregate the Annual 
Fee that would apply to the initial and subsequently issued series, and 
apply a 30% discount to the aggregated Annual Fee amount.
---------------------------------------------------------------------------

    \6\ The Fee Schedule provides that Annual Fees for Structured 
Products range from $10,000 to $55,000, based on the total number of 
securities outstanding per listed issue.
---------------------------------------------------------------------------

    Example: An issuer issues ETN Series A based on the S&P 500 Index 
with a leverage factor of 2X and subsequently issues Series B based on 
the S&P 500 Index with a leverage factor of 2X. Series A has 20 million 
shares outstanding and Series B has 7 million shares outstanding. The 
Annual Fee, calculated separately, for Series A is $25,000 and, for 
Series B, $12,000. The aggregate Annual Fee for both series is $37,000. 
The aggregate Annual Fee would be reduced by 30%, and the Annual Fee 
for both series combined would be $25,900.
    The Exchange believes it is appropriate to provide a reduction in 
the Annual Fee for related ETNs, as described above, because such 
reduction will facilitate the issuance of additional ETNs series, which 
may provide enhanced competition among ETN issuers, while providing a 
reduction in fees to certain issuers listing additional ETN series. The 
proposed reduction would apply equally to all issuers issuing 
additional ETN series based on the same reference asset and leverage 
factor. The Exchange believes that a discount, as described above, is 
appropriate in such cases because the Exchange would incur cost savings 
relating to listing review, ongoing regulatory compliance, issuer 
services and legal services in connection with listing of such 
additional related ETNs that are commensurate with the proposed 
reduction in Annual Fees.

[[Page 90393]]

    Notwithstanding the proposed amendments to the Listing Fee and 
Annual Fee, as described above, the Exchange will continue to be able 
to fund its regulatory obligations.
2. Statutory Basis
    NYSE Arca believes that the proposal is consistent with Section 
6(b) \7\ of the Act, in general, and Section 6(b)(4) \8\ of the Act in 
particular, in that it provides for the equitable allocation of 
reasonable dues, fees and other charges among its issuers and other 
persons using its facilities. In addition, the Exchange believes the 
proposal is consistent with the requirement under Section 6(b)(5) \9\ 
that an exchange have rules that are designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, to remove impediments to, and perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest; and are not designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(4).
    \9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The proposed elimination of the Listing Fee for certain 
Generically-Listed Structured Products, as described above, is 
equitable and does not unfairly discriminate between issuers because it 
would apply uniformly to issues of Structured Products that are listed 
generically under Exchange rules. The Exchange believes eliminating the 
Listing Fee for such Structured Products, as described above, listed on 
the Exchange pursuant to Rule 19b-4(e) under the Act, and for which a 
proposed rule change pursuant to Section 19(b) of the Act is not 
required to be filed with the Commission, would help correlate the 
Listing Fee applicable to an issue of Structured Products to the 
resources required to list such securities on the Exchange. The 
Exchange believes it is appropriate to continue to charge a Listing Fee 
for Structured Products other than Generically-Listed Structured 
Products for which a proposed rule change pursuant to Section 19(b) of 
the Act is required to be filed because of the significant additional 
extensive time and legal and business resources required by Exchange 
staff to prepare and review such filings and to communicate with 
issuers and the Commission regarding such filings.
    The Exchange believes it is appropriate to provide a reduction in 
the Annual Fee for ETNs, as described above, because such reduction 
will facilitate the issuance of additional ETN series, which may 
provide enhanced competition among ETN issuers, while providing a 
reduction in fees to certain issuers listing additional ETN series. The 
proposed reduction would apply equally to all issuers issuing 
additional ETNs series based on the same reference asset and leverage 
factor. The Exchange believes that a discount, as described above, is 
appropriate in such cases because the Exchange would incur cost savings 
relating to listing review, ongoing regulatory compliance, issuer 
services and legal services in connection with listing of such 
additional related ETNs that are commensurate with the proposed 
reduction in Annual Fees.
B. Self-Regulatory Organization's Statement on Burden on Competition
    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange believes the 
proposed rule change would promote competition because it will 
eliminate the Listing Fee for certain Structured Products and reduce 
the Annual Fee for certain ETNs and will therefore encourage issuers to 
develop and list additional Structured Products on the Exchange.

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

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

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

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \10\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \11\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B)\12\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2016-158 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2016-158. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-

[[Page 90394]]

NYSEArca-2016-158 and should be submitted on or before January 4, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2016-29938 Filed 12-13-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                         Federal Register / Vol. 81, No. 240 / Wednesday, December 14, 2016 / Notices                                                 90391

                                                UITs, in excess of the limits in section     Underlying Funds 2 in excess of the                               exemption is consistent with the public
                                                12(d)(1) of the Act.                         limits in sections 12(d)(1)(A) and (C) of                         interest and the protection of investors.
                                                                                             the Act and (b) the Underlying Funds                              Section 17(b) of the Act authorizes the
                                                APPLICANTS: ALAIA Market Linked              that are registered open-end investment                           Commission to grant an order
                                                Trust (the ‘‘Trust’’), a UIT that is         companies, their principal underwriters                           permitting a transaction otherwise
                                                registered under the Act, and Beech Hill and any broker or dealer registered                                   prohibited by section 17(a) if it finds
                                                Securities, Inc. (‘‘BHSI’’), a New York      under the Exchange Act to sell shares of                          that (a) the terms of the proposed
                                                corporation registered as a broker-dealer the Underlying Funds to the Series in                                transaction are fair and reasonable and
                                                under the Securities Exchange Act of         excess of the limits in section                                   do not involve overreaching on the part
                                                1934 (the ‘‘Exchange Act’’).                 12(d)(1)(B) of the Act.3 Applicants also                          of any person concerned; (b) the
                                                DATES: Filing Dates: The application was request an order of exemption under                                   proposed transaction is consistent with
                                                filed on September 3, 2015 and               sections 6(c) and 17(b) of the Act from                           the policies of each registered
                                                amended on January 15, 2016, October         the prohibition on certain affiliated                             investment company involved; and (c)
                                                17, 2016 and November 22, 2016.              transactions in section 17(a) of the Act                          the proposed transaction is consistent
                                                HEARING OR NOTIFICATION OF HEARING:          to the extent necessary to permit the                             with the general purposes of the Act.
                                                An order granting the requested relief       Underlying Funds to sell their shares to,                         Section 6(c) of the Act permits the
                                                will be issued unless the Commission         and redeem their shares from, the                                 Commission to exempt any persons or
                                                orders a hearing. Interested persons may Series.4 Applicants state that such                                   transactions from any provision of the
                                                request a hearing by writing to the          transactions will be consistent with the                          Act if such exemption is necessary or
                                                Commission’s Secretary and serving           policies of each Series and each                                  appropriate in the public interest and
                                                applicants with a copy of the request,       Underlying Fund and with the general                              consistent with the protection of
                                                personally or by mail. Hearing requests      purposes of the Act and will be based                             investors and the purposes fairly
                                                should be received by the Commission         on the net asset values of the                                    intended by the policy and provisions of
                                                by 5:30 p.m. on January 3, 2017 and          Underlying Funds.                                                 the Act.
                                                should be accompanied by proof of                2. Applicants agree that any order                              For the Commission, by the Division of
                                                service on the applicants, in the form of granting the requested relief will be                                Investment Management, pursuant to
                                                an affidavit, or, for lawyers, a certificate subject to the terms and conditions                               delegated authority.
                                                of service. Pursuant to Rule 0–5 under       stated in the application. Such terms                             Robert W. Errett,
                                                the Act, hearing requests should state       and conditions are designed to, among                             Deputy Secretary.
                                                the nature of the writer’s interest, any     other things, help prevent any potential
                                                                                                                                                               [FR Doc. 2016–29932 Filed 12–13–16; 8:45 am]
                                                facts bearing upon the desirability of a     (i) undue influence over an Underlying
                                                                                                                                                               BILLING CODE 8011–01–P
                                                hearing on the matter, the reason for the Fund that is not in the same ‘‘group of
                                                request, and the issues contested.           investment companies’’ as the UIT
                                                Persons who wish to be notified of a         through control or voting power, or in                            SECURITIES AND EXCHANGE
                                                hearing may request notification by          connection with certain services,                                 COMMISSION
                                                writing to the Commission’s Secretary.       transactions, and underwritings, (ii)
                                                ADDRESSES: Secretary, U.S. Securities        excessive layering of fees, and (iii)
                                                                                                                                                               [Release No. 34–79506; File No. SR–
                                                and Exchange Commission, 100 F Street overly complex fund structures, which
                                                                                                                                                               NYSEArca–2016–158]
                                                NE., Washington, DC 20549–1090.              are the concerns underlying the limits
                                                Applicants: ALAIA Market Linked              in sections 12(d)(1)(A), (B), and (C) of                          Self-Regulatory Organizations; NYSE
                                                Trust, 10 Corbin Drive, Darien, CT           the Act.                                                          Arca, Inc.; Notice of Filing and
                                                06820, Beech Hill Securities, Inc., 880          3. Section 12(d)(1)(J) of the Act                             Immediate Effectiveness of Proposed
                                                3rd Avenue, 16th Floor, New York, NY         provides that the Commission may                                  Rule Change Amending the
                                                10022–4730.                                  exempt any person, security, or                                   Exchange’s Schedule of Fees and
                                                FOR FURTHER INFORMATION CONTACT:             transaction, or any class or classes of                           Charges Relating to the Listing and
                                                Deepak T. Pai, Senior Counsel, at (202)      persons, securities, or transactions, from                        Annual Fees Applicable to Certain
                                                551–6876 or Mary Kay Frech, Branch           any provision of section 12(d)(1) if the                          Structured Products
                                                Chief, at (202) 551–6814 (Division of
                                                                                                2 Certain of the Underlying Funds may be
                                                Investment Management, Chief                                                                                   December 8, 2016
                                                                                             registered as an open-end investment company or
                                                Counsel’s Office).                           a UIT, but have received exemptive relief from the                   Pursuant to Section 19(b)(1)1 of the
                                                SUPPLEMENTARY INFORMATION: The               Commission to permit their shares to be listed and                Securities Exchange Act of 1934 (the
                                                following is a summary of the                traded on a national securities exchange at                       ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                                                                             negotiated prices and to operate as exchange-traded
                                                application. The complete application        funds (‘‘ETFs’’).                                                 notice is hereby given that, on
                                                may be obtained via the Commission’s            3 Applicants do not request relief for the Series to           November 29, 2016, NYSE Arca, Inc.
                                                Web site by searching for the file           invest in reliance on the order in closed-end                     (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed
                                                number, or for an applicant using the        investment companies that are not listed and traded               with the Securities and Exchange
                                                                                             on a national securities exchange.
                                                Company name box, at http://                    4 A Series generally would purchase and sell
                                                                                                                                                               Commission (the ‘‘Commission’’) the
                                                www.sec.gov/search/search.htm, or by         shares of an Underlying Fund that operates as an                  proposed rule change as described in
                                                calling (202) 551–8090.                      ETF through secondary market transactions rather                  Items I, II, and III below, which Items
                                                Summary of the Application
                                                                                                        than through principal transactions with the           have been prepared by the self-
                                                                                                        Underlying Fund. Applicants nevertheless request
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                                                                               regulatory organization. The
                                                  1. Applicants request an order to                     relief from section 17(a) to permit a Series to
                                                                                                        purchase or redeem shares from the ETF. A Series       Commission is publishing this notice to
                                                permit (a) a Series 1 to acquire shares of              will purchase and sell shares of an Underlying         solicit comments on the proposed rule
                                                                                                        Fund that is a closed-end fund through secondary       change from interested persons.
                                                  1 Applicants request that the order apply to each     market transactions at market prices rather than
                                                existing and future series of the Trust and to any      through principal transactions with the closed-end
                                                                                                                                                                 1 15 U.S.C. 78s(b)(1).
                                                future registered UIT and series thereof sponsored      fund. Accordingly, applicants are not requesting
                                                                                                                                                                 2 15 U.S.C. 78a.
                                                by BHSI or an entity controlling, controlled by or      section 17(a) relief with respect to transactions in
                                                under common control with BHSI (the ‘‘Series’’).        shares of closed-end funds.                              3 17 CFR 240.19b–4.




                                           VerDate Sep<11>2014   18:45 Dec 13, 2016   Jkt 241001   PO 00000   Frm 00074   Fmt 4703   Sfmt 4703   E:\FR\FM\14DEN1.SGM    14DEN1


                                                90392                    Federal Register / Vol. 81, No. 240 / Wednesday, December 14, 2016 / Notices

                                                I. Self-Regulatory Organization’s                        Exchange rules applicable to listing of                   The Exchange also proposes to amend
                                                Statement of the Terms of Substance of                   Structured Products under NYSE Arca                    the Exchange’s Fee Schedule relating to
                                                the Proposed Rule Change                                 Equities Rules 5.2(j)(2), 5.2(j)(4) and                the Annual Fee payable in connection
                                                   The Exchange proposes to amend the                    5.2(j)(6) provide for listing such                     with Exchange listing of Index-Linked
                                                Exchange’s Schedule of Fees and                          products pursuant to Rule 19b–4(e)                     Securities.6 The issuer of a series of
                                                Charges (‘‘Fee Schedule’’) relating to the               under the Act if they satisfy all                      Index-Linked Securities, which are
                                                Listing and Annual Fees applicable to                    criteria—referred to as ‘‘generic’’ listing            referred to as exchange-traded notes (or
                                                certain Structured Products. This                        criteria—in such rule. If an issue of such             ‘‘ETNs’’), may issue a subsequent series
                                                amendment to the Fee Schedule is                         Structured Products does not satisfy all               of ETNs based on the identical reference
                                                effective November 29, 2016. The                         applicable generic criteria, the                       asset (for example, stock index) as the
                                                proposed rule change is available on the                 Commission must approve or issue a                     initially-listed securities. The Exchange
                                                                                                         notice of effectiveness with respect to a              proposes to amend the Fee Schedule to
                                                Exchange’s Web site at www.nyse.com,
                                                                                                         proposed rule change filed by the                      provide that multiple series of securities
                                                at the principal office of the Exchange,
                                                                                                         Exchange pursuant to Section 19(b) of                  listed under Rule 5.2(j)(6) that are
                                                and at the Commission’s Public
                                                                                                         the Act prior to Exchange listing of such              issued by the same issuer and are based
                                                Reference Room.
                                                                                                         issue.                                                 on an identical reference asset and
                                                II. Self-Regulatory Organization’s                          The Exchange proposes to eliminate                  leverage factor (i.e., 1X, –1X, 2X, –2X,
                                                Statement of the Purpose of, and                         the Listing Fee for the following                      3X or –3X) will receive a 30% discount
                                                Statutory Basis for, the Proposed Rule                   Structured Products listed on the                      off the aggregate calculated Annual Fee
                                                Change                                                   Exchange pursuant to Rule 19b–4(e)                     for such multiple series. Thus, for such
                                                                                                         under the Act, and for which a proposed                series, the Exchange would aggregate
                                                   In its filing with the Commission, the
                                                                                                         rule change pursuant to Section 19(b) of               the Annual Fee that would apply to the
                                                self-regulatory organization included
                                                                                                         the Act is not required to be filed with               initial and subsequently issued series,
                                                statements concerning the purpose of,
                                                                                                         the Commission: (i) Equity Linked Notes                and apply a 30% discount to the
                                                and basis for, the proposed rule change
                                                                                                         (listed under Rule 5.2(j)(2)); (ii) Index-             aggregated Annual Fee amount.
                                                and discussed any comments it received
                                                                                                         Linked Exchangeable Notes (listed                         Example: An issuer issues ETN Series
                                                on the proposed rule change. The text
                                                                                                         under Rule 5.2(j)(4)); and (iii) Index-                A based on the S&P 500 Index with a
                                                of those statements may be examined at
                                                                                                         Linked Securities (listed under Rule                   leverage factor of 2X and subsequently
                                                the places specified in Item IV below.
                                                                                                         5.2(j)(6)) (collectively, ‘‘Generically-               issues Series B based on the S&P 500
                                                The Exchange has prepared summaries,                     Listed Structured Products’’). The                     Index with a leverage factor of 2X.
                                                set forth in sections A, B, and C below,                 Exchange believes that eliminating the                 Series A has 20 million shares
                                                of the most significant parts of such                    Listing Fee for Generically-Listed                     outstanding and Series B has 7 million
                                                statements.                                              Structured Products would help                         shares outstanding. The Annual Fee,
                                                A. Self-Regulatory Organization’s                        correlate the Listing Fee applicable to an             calculated separately, for Series A is
                                                Statement of the Purpose of, and                         issue of Generically-Listed Structured                 $25,000 and, for Series B, $12,000. The
                                                Statutory Basis for, the Proposed Rule                   Products to the resources required to list             aggregate Annual Fee for both series is
                                                Change                                                   such securities on the Exchange. The                   $37,000. The aggregate Annual Fee
                                                                                                         Exchange believes it is appropriate to                 would be reduced by 30%, and the
                                                1. Purpose                                               eliminate the Listing Fee for                          Annual Fee for both series combined
                                                   The Exchange proposes to amend the                    Generically-Listed Structured Products                 would be $25,900.
                                                Exchange’s Schedule of Fees and                          because such products do not require a                    The Exchange believes it is
                                                Charges (‘‘Fee Schedule’’) relating to the               commitment of time and resources by                    appropriate to provide a reduction in
                                                Listing Fee and the Annual Fee                           Exchange staff to prepare and review                   the Annual Fee for related ETNs, as
                                                applicable to certain ‘‘Structured                       Rule 19b–4 filings for Structured                      described above, because such
                                                Products’’, as described below.4 This                    Products other than Generically-Listed                 reduction will facilitate the issuance of
                                                amendment to the Fee Schedule is                         Structured Products, and to                            additional ETNs series, which may
                                                effective November 29, 2016.                             communicate with issuers and the                       provide enhanced competition among
                                                   Currently, the Exchange’s Fee                         Commission staff regarding such filings.               ETN issuers, while providing a
                                                Schedule provides for a ‘‘Listing Fee’’                  Application of a Listing Fee for                       reduction in fees to certain issuers
                                                for issues of ‘‘Structured Products’’                    Structured Products other than                         listing additional ETN series. The
                                                which ranges from $5,000 to $45,000                      Generically-Listed Structured Products                 proposed reduction would apply
                                                based on the number of shares                            is appropriate because the Exchange                    equally to all issuers issuing additional
                                                outstanding.                                             generally incurs increased costs in                    ETN series based on the same reference
                                                   The Exchange proposes to amend the                    connection with the listing                            asset and leverage factor. The Exchange
                                                Fee Schedule to eliminate the Listing                    administration process, issuer services,               believes that a discount, as described
                                                Fee in connection with Exchange listing                  and consultative legal services when a                 above, is appropriate in such cases
                                                of certain Structured Products effective                 proposed rule change pursuant to                       because the Exchange would incur cost
                                                November 29, 2016, as described below.                   Section 19(b) of the Act is required to                savings relating to listing review,
                                                                                                         be filed with the Commission.5                         ongoing regulatory compliance, issuer
                                                   4 ‘‘Structured Products’’ are defined in Note 4 to                                                           services and legal services in connection
                                                the Fee Schedule as securities listed under Rule            5 The Exchange has eliminated the Exchange          with listing of such additional related
                                                5.2(j)(1) (Other Securities), 5.2(j)(2) (Equity Linked
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                                                                                                         Listing Fee applicable to certain Exchange Traded      ETNs that are commensurate with the
                                                Notes); Rule 5.2(j)(4) (Index-Linked Exchangeable        Products for which a proposed rule change
                                                Notes); Rule 5.2(j)(6) (Equity Index-Linked              pursuant to Section 19(b) of the Act is not required
                                                                                                                                                                proposed reduction in Annual Fees.
                                                Securities, Commodity-Linked Securities, Currency-       to be filed with the Commission. See Securities
                                                Linked Securities, Fixed Income Index-Linked             Exchange Act Release No. 78633 (August 22, 2016),      Exchange listing of certain Exchange Traded
                                                Securities, Futures-Linked Securities and                81 FR 59025 (August 26, 2016) (SR–NYSEArca–            Products).
                                                Multifactor Indexed-Linked Securities (collectively,     2016–114) (notice of filing and immediate                6 The Fee Schedule provides that Annual Fees for

                                                ‘‘Index-Linked Securities’’)); Rule 5.2(j)(7) (Trust     effectiveness of proposed rule change amending the     Structured Products range from $10,000 to $55,000,
                                                Certificates); Rule 8.3 (Currency and Index              Exchange’s Schedule of Fees and Charges to             based on the total number of securities outstanding
                                                Warrants); and Rule 8.400 (Paired Trust Shares).         eliminate the Listing Fee in connection with           per listed issue.



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                                                                           Federal Register / Vol. 81, No. 240 / Wednesday, December 14, 2016 / Notices                                           90393

                                                  Notwithstanding the proposed                              The Exchange believes it is                         Commission takes such action, the
                                                amendments to the Listing Fee and                        appropriate to provide a reduction in                  Commission shall institute proceedings
                                                Annual Fee, as described above, the                      the Annual Fee for ETNs, as described                  under Section 19(b)(2)(B)12 of the Act to
                                                Exchange will continue to be able to                     above, because such reduction will                     determine whether the proposed rule
                                                fund its regulatory obligations.                         facilitate the issuance of additional ETN              change should be approved or
                                                                                                         series, which may provide enhanced                     disapproved.
                                                2. Statutory Basis
                                                                                                         competition among ETN issuers, while                   IV. Solicitation of Comments
                                                   NYSE Arca believes that the proposal                  providing a reduction in fees to certain
                                                is consistent with Section 6(b) 7 of the                 issuers listing additional ETN series.                   Interested persons are invited to
                                                Act, in general, and Section 6(b)(4) 8 of                The proposed reduction would apply                     submit written data, views and
                                                the Act in particular, in that it provides               equally to all issuers issuing additional              arguments concerning the foregoing,
                                                for the equitable allocation of reasonable               ETNs series based on the same reference                including whether the proposed rule
                                                dues, fees and other charges among its                   asset and leverage factor. The Exchange                change is consistent with the Act.
                                                issuers and other persons using its                      believes that a discount, as described                 Comments may be submitted by any of
                                                facilities. In addition, the Exchange                    above, is appropriate in such cases                    the following methods:
                                                believes the proposal is consistent with                 because the Exchange would incur cost                  Electronic Comments
                                                the requirement under Section 6(b)(5) 9                  savings relating to listing review,
                                                                                                                                                                   • Use the Commission’s Internet
                                                that an exchange have rules that are                     ongoing regulatory compliance, issuer
                                                                                                                                                                comment form (http://www.sec.gov/
                                                designed to prevent fraudulent and                       services and legal services in connection
                                                                                                                                                                rules/sro.shtml); or
                                                manipulative acts and practices, to                      with listing of such additional related                   • Send an email to rule-comments@
                                                promote just and equitable principles of                 ETNs that are commensurate with the                    sec.gov. Please include File Number SR–
                                                trade, to foster cooperation and                         proposed reduction in Annual Fees.                     NYSEArca–2016–158 on the subject
                                                coordination with persons engaged in                     B. Self-Regulatory Organization’s                      line.
                                                regulating, clearing, settling, processing               Statement on Burden on Competition
                                                information with respect to, and                                                                                Paper Comments
                                                facilitating transactions in securities, to                The Exchange does not believe that                      • Send paper comments in triplicate
                                                remove impediments to, and perfect the                   the proposed rule change will impose                   to Secretary, Securities and Exchange
                                                mechanism of a free and open market                      any burden on competition that is not                  Commission, 100 F Street NE.,
                                                and, in general, to protect investors and                necessary or appropriate in furtherance                Washington, DC 20549–1090.
                                                the public interest; and are not designed                of the purpose of the Act. The Exchange                All submissions should refer to File
                                                to permit unfair discrimination between                  believes the proposed rule change                      Number SR–NYSEArca–2016–158. This
                                                customers, issuers, brokers, or dealers.                 would promote competition because it                   file number should be included on the
                                                                                                         will eliminate the Listing Fee for certain             subject line if email is used. To help the
                                                   The proposed elimination of the
                                                                                                         Structured Products and reduce the                     Commission process and review your
                                                Listing Fee for certain Generically-
                                                                                                         Annual Fee for certain ETNs and will                   comments more efficiently, please use
                                                Listed Structured Products, as described
                                                                                                         therefore encourage issuers to develop                 only one method. The Commission will
                                                above, is equitable and does not unfairly
                                                                                                         and list additional Structured Products                post all comments on the Commission’s
                                                discriminate between issuers because it
                                                                                                         on the Exchange.                                       Internet Web site (http://www.sec.gov/
                                                would apply uniformly to issues of
                                                Structured Products that are listed                      C. Self-Regulatory Organization’s                      rules/sro.shtml). Copies of the
                                                generically under Exchange rules. The                    Statement on Comments on the                           submission, all subsequent
                                                Exchange believes eliminating the                        Proposed Rule Change Received From                     amendments, all written statements
                                                Listing Fee for such Structured                          Members, Participants, or Others                       with respect to the proposed rule
                                                Products, as described above, listed on                    No written comments were solicited                   change that are filed with the
                                                the Exchange pursuant to Rule 19b–4(e)                   or received with respect to the proposed               Commission, and all written
                                                under the Act, and for which a proposed                  rule change.                                           communications relating to the
                                                rule change pursuant to Section 19(b) of                                                                        proposed rule change between the
                                                the Act is not required to be filed with                 III. Date of Effectiveness of the                      Commission and any person, other than
                                                the Commission, would help correlate                     Proposed Rule Change and Timing for                    those that may be withheld from the
                                                the Listing Fee applicable to an issue of                Commission Action                                      public in accordance with the
                                                Structured Products to the resources                        The foregoing rule change is effective              provisions of 5 U.S.C. 552, will be
                                                required to list such securities on the                  upon filing pursuant to Section                        available for Web site viewing and
                                                Exchange. The Exchange believes it is                    19(b)(3)(A) 10 of the Act and                          printing in the Commission’s Public
                                                appropriate to continue to charge a                      subparagraph (f)(2) of Rule 19b–4 11                   Reference Room, 100 F Street NE.,
                                                Listing Fee for Structured Products                      thereunder, because it establishes a due,              Washington, DC 20549, on official
                                                other than Generically-Listed Structured                 fee, or other charge imposed by the                    business days between the hours of
                                                Products for which a proposed rule                       Exchange.                                              10:00 a.m. and 3:00 p.m. Copies of the
                                                change pursuant to Section 19(b) of the                     At any time within 60 days of the                   filing also will be available for
                                                Act is required to be filed because of the               filing of such proposed rule change, the               inspection and copying at the principal
                                                significant additional extensive time                    Commission summarily may                               office of the Exchange. All comments
                                                and legal and business resources                         temporarily suspend such rule change if                received will be posted without change;
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                                                required by Exchange staff to prepare                    it appears to the Commission that such                 the Commission does not edit personal
                                                and review such filings and to                           action is necessary or appropriate in the              identifying information from
                                                communicate with issuers and the                         public interest, for the protection of                 submissions. You should submit only
                                                Commission regarding such filings.                       investors, or otherwise in furtherance of              information that you wish to make
                                                                                                         the purposes of the Act. If the                        available publicly. All submissions
                                                  7 15 U.S.C. 78f(b).                                                                                           should refer to File Number SR–
                                                  8 15 U.S.C. 78f(b)(4).                                   10 15   U.S.C. 78s(b)(3)(A).
                                                  9 15 U.S.C. 78f(b)(5).                                   11 17   CFR 240.19b–4(f)(2).                           12 15   U.S.C. 78s(b)(2)(B).



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                                                90394                      Federal Register / Vol. 81, No. 240 / Wednesday, December 14, 2016 / Notices

                                                NYSEArca–2016–158 and should be                           Separate Accounts (the                                remains authorized to do business in
                                                submitted on or before January 4, 2017.                   ‘‘Substitutions’’). In addition, the                  every state and the District of Columbia.
                                                  For the Commission, by the Division of                  Section 17 Applicants also seek an order              Hartford Life is an indirect, wholly-
                                                Trading and Markets, pursuant to delegated                pursuant to section 17(b) of the Act                  owned subsidiary of The Hartford
                                                authority.13                                              exempting them from section 17(a) of                  Financial Services Group, Inc. (‘‘The
                                                Eduardo A. Aleman,                                        the Act to the extent necessary to permit             Hartford’’), a Delaware corporation
                                                Assistant Secretary.                                      them to engage in certain in-kind                     whose stock is traded on the New York
                                                [FR Doc. 2016–29938 Filed 12–13–16; 8:45 am]
                                                                                                          transactions (the ‘‘In-Kind                           Stock Exchange.
                                                                                                          Transactions’’) in connection with the                   2. Hartford Life and Annuity is a stock
                                                BILLING CODE 8011–01–P
                                                                                                          Substitutions.                                        life insurance company incorporated
                                                                                                                                                                under the laws of the state of
                                                                                                          DATES:  Filing Date: The application was              Connecticut. Hartford Life and Annuity
                                                SECURITIES AND EXCHANGE                                   filed on April 21, 2015, and amended on               was engaged in the business of writing
                                                COMMISSION                                                May 25, 2016 and August 31, 2016.                     individual and group life insurance and
                                                [Release No. IC–32386; File No. 812–14447]                HEARING OR NOTIFICATION OF HEARING: An                annuity contracts until April 30, 2013,
                                                                                                          order granting the requested relief will              and remains authorized to do business
                                                Hartford Life Insurance Company, et                       be issued unless the Commission orders                in every state (except New York), the
                                                al; Notice of Application                                 a hearing. Interested persons may                     District of Columbia and Puerto Rico.
                                                                                                          request a hearing by writing to the                   Hartford Life and Annuity is an indirect
                                                December 8, 2016.
                                                                                                          Commission’s Secretary and serving                    wholly-owned subsidiary of The
                                                AGENCY:   Securities and Exchange                         applicants with a copy of the request,
                                                Commission (‘‘Commission’’).                                                                                    Hartford.
                                                                                                          personally or by mail. Hearing requests                  3. Hartford Life established HL
                                                ACTION: Notice of application for an                      should be received by the Commission                  Separate Account 3 and HL Separate
                                                order approving the substitution of                       by 5:30 p.m. on January 3, 2017, and                  Account 7 as segregated asset accounts
                                                certain securities pursuant to section                    should be accompanied by proof of                     under Connecticut law on June 22, 1994
                                                26(c) of the Investment Company Act of                    service on applicants, in the form of an              and December 8, 1986, respectively.
                                                1940, as amended (‘‘Act’’) and an order                   affidavit, or for lawyers, a certificate of           Hartford Life and Annuity established
                                                of exemption pursuant to section 17(b)                    service. Pursuant to rule 0–5 under the               HLA Separate Account 3 and HLA
                                                of the Act from section 17(a) of the Act.                 Act, hearing requests should state the                Separate Account 7 as segregated asset
                                                                                                          nature of the writer’s interest, any facts            accounts under Connecticut law on June
                                                APPLICANTS:   Hartford Life Insurance                     bearing upon the desirability of a                    22, 1994 and April 1, 1999, respectively.
                                                Company (‘‘Hartford Life’’), Hartford                     hearing on the matter, the reason for the             Each of the Separate Accounts meets the
                                                Life and Annuity Insurance Company                        request, and the issues contested.                    definition of ‘‘separate account,’’ as
                                                (‘‘Hartford Life and Annuity,’’ and                       Persons who wish to be notified of a                  defined in Section 2(a)(37) of the Act.
                                                together with Hartford Life, the                          hearing may request notification by                   The Separate Accounts are registered
                                                ‘‘Hartford Life Insurance Companies’’);                   writing to the Commission’s Secretary.                with the Commission under the Act as
                                                their respective separate accounts,                                                                             unit investment trusts. The assets of the
                                                                                                          ADDRESSES: Secretary, U.S. Securities
                                                Hartford Life Insurance Company                                                                                 Separate Accounts support the
                                                Separate Account Three (‘‘HL Separate                     and Exchange Commission, 100 F Street
                                                                                                          NE., Washington, DC 20549–1090.                       Contracts and interests in the Separate
                                                Account 3’’), Hartford Life and Annuity                                                                         Accounts offered through such
                                                Insurance Company Separate Account                        Applicants: Hartford Life Insurance
                                                                                                          Company, Attn: Lisa Proch, Vice                       Contracts. The Separate Accounts are
                                                Three (‘‘HLA Separate Account 3’’),                                                                             segmented into subaccounts, and certain
                                                Hartford Life Insurance Company                           President, Assistant General Counsel,
                                                                                                          P.O. Box 2999, Hartford, CT 06104–                    of these subaccounts invest in the
                                                Separate Account Seven (‘‘HL Separate                                                                           Existing Portfolios. The Contracts are
                                                Account 7’’), Hartford Life and Annuity                   2999.
                                                                                                                                                                individual and group deferred variable
                                                Insurance Company Separate Account                        FOR FURTHER INFORMATION CONTACT:                      annuity contracts, with group
                                                Seven (‘‘HLA Separate Account 7’’)                        Jessica Shin, Attorney-Adviser at (202)               participants acquiring certain
                                                (collectively, the ‘‘Separate Accounts,’’                 551–5921 or David J. Marcinkus, Branch                ownership rights as described in the
                                                and together with the Hartford                            Chief, at (202) 551–6821 (Chief                       group contract or plan documents.
                                                Insurance Companies, the ‘‘Section 26                     Counsel’s Office, Division of Investment              Contract owners and participants in
                                                Applicants’’); HIMCO Variable                             Management).                                          group contracts (each, a ‘‘Contract
                                                Insurance Trust (the ‘‘Trust’’), Hartford                 SUPPLEMENTARY INFORMATION: The                        owner,’’ and collectively, ‘‘Contract
                                                Investment Management Company                             following is a summary of the                         owners’’) may allocate some or all of
                                                (‘‘HIMCO,’’ and collectively with the                     application. The complete application                 their Contract value to one or more
                                                Section 26 Applicants and the Trust, the                  may be obtained via the Commission’s                  subaccounts available as investment
                                                ‘‘Section 17 Applicants’’).                               Web site by searching for the file                    options under their respective Contracts
                                                SUMMARY OF APPLICATION: The                               number, or for an applicant using the                 and any rider(s).
                                                Applicants seek an order pursuant to                      Company name box, at http://                             4. By the terms of each Contract (and
                                                section 26(c) of the Act, approving the                   www.sec.gov/search/search.htm, or by                  as set forth in the prospectuses for the
                                                substitution of shares of twenty-seven                    calling (202) 551–8090.                               Contracts), the Hartford Insurance
                                                (27) investment portfolios of registered                                                                        Companies reserve the right to
                                                                                                          Applicants’ Representations
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                                                investment companies (the ‘‘Existing                                                                            substitute shares of another registered
                                                Portfolios’’) with shares of six (6)                        1. Hartford Life is a stock life                    investment company for the shares of
                                                investment portfolios of the Trust (the                   insurance company incorporated under                  any registered investment company
                                                ‘‘Replacement Portfolios’’), under                        the laws of the state of Connecticut.                 already purchased or to be purchased in
                                                certain variable annuity contracts (the                   Hartford Life was engaged in the                      the future by the Separate Accounts.
                                                ‘‘Contracts’’), each funded through the                   business of writing individual and                       5. The Trust is a Delaware statutory
                                                                                                          group life insurance and annuity                      trust that was established on January 13,
                                                  13 17   CFR 200.30–3(a)(12).                            contracts until April 30, 2013, and                   2012. The Trust is registered with the


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Document Created: 2016-12-14 00:48:50
Document Modified: 2016-12-14 00:48:50
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation81 FR 90391 

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