82_FR_24271 82 FR 24171 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To Amend BZX Rule 14.11, Other Securities, To Provide for the Inclusion of Cash in an Index Underlying a Series of Index Fund Shares

82 FR 24171 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To Amend BZX Rule 14.11, Other Securities, To Provide for the Inclusion of Cash in an Index Underlying a Series of Index Fund Shares

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 100 (May 25, 2017)

Page Range24171-24173
FR Document2017-10686

Federal Register, Volume 82 Issue 100 (Thursday, May 25, 2017)
[Federal Register Volume 82, Number 100 (Thursday, May 25, 2017)]
[Notices]
[Pages 24171-24173]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-10686]


=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80728; File No. SR-BatsBZX-2017-26]


Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of 
Filing of a Proposed Rule Change To Amend BZX Rule 14.11, Other 
Securities, To Provide for the Inclusion of Cash in an Index Underlying 
a Series of Index Fund Shares

May 19, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on May 12, 2017, Bats BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. The 
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\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange filed a proposal to amend BZX Rule 14.11, Other 
Securities, to provide for the inclusion of cash in an index underlying 
a series of Index Fund Shares.
    The text of the proposed rule change is available at the Exchange's 
Web site at www.bats.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 Exchange 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 these 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 BZX Rule 14.11(c), Index Fund 
Shares, to provide for the inclusion of cash in an index underlying a 
series of Index Fund Shares (``Shares'').\3\ More specifically, BZX 
Rules 14.11(c)(3) and 14.11(c)(4) provide ``generic'' criteria 
permitting listing and trading of Shares pursuant to Rule 19b-4(e) 
under the Act \4\ when the underlying index or portfolio satisfies the 
criteria set forth in BZX Rules 14.11(c)(3) related to equity 
securities or 14.11(c)(4) related to fixed income securities.
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    \3\ Index Fund Shares are securities issued by an open-end 
management investment company based on a portfolio of stocks or 
fixed income securities or a combination thereof, that seeks to 
provide investment results that correspond generally to the price 
and yield performance or total return performance of a specified 
foreign or domestic stock index, fixed income securities index or 
combination thereof.
    \4\ 17 CFR 240.19b-4(e).
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    The Exchange understands that certain index providers have 
included, or intend to include, cash as a component in indexes that 
also include equity or fixed income securities components. An index 
provider may, for example, provide a certain index weighting allocation 
to cash or may periodically change an allocation to cash based on the 
index provider's assessment of market risk associated with other asset 
classes in the applicable index. Accordingly, the Exchange proposes to 
amend BZX Rules 14.11(c)(3) and 14.11(c)(4) to explicitly permit 
listing and trading of Shares based on an index or portfolio that 
includes cash as a component.
    BZX Rule 14.11(c)(3)(A)(i) currently provides that the component 
stocks of an index or portfolio of U.S. Component Stocks \5\ underlying 
a series of Shares must meet certain requirements related to the market 
cap, trading volume, weighting, diversity, and security requirements. 
BZX Rule 14.11(c)(3)(A)(ii) currently provides that the components of 
an index or portfolio underlying a series of Shares that consist of 
either only Non-U.S. Component Stocks \6\ or both U.S. Component Stocks 
and Non-U.S. Component Stocks must meet certain similar requirements 
related to the market cap, trading volume, weighting, diversity, and 
security requirements that are either equally or more restrictive than 
for an index or portfolio of U.S. Component Stocks. Finally, BZX Rule 
14.11(c)(4)(B)(i) provides that each component of an index or portfolio 
that underlies a series of Shares shall meet the following criteria: 
The index or portfolio must consist of Fixed Income Securities \7\ as 
well as certain requirements related to original principal outstanding, 
convertible securities, weighting, diversity, and certain issuer 
requirements. As described below, the proposed amendments to BZX Rule 
14.11(c)(3) and 14.11(c)(4) would make clear that cash is permitted to 
be held as an index or portfolio component and how such

[[Page 24172]]

cash component should be treated for calculation purposes.
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    \5\ Pursuant to BZX Rule 14.11(c)(1)(D), the term ``U.S. 
Component Stock'' shall mean an equity security that is registered 
under Sections 12(b) or 12(g) of the Act, or an American Depositary 
Receipt, the underlying equity security of which is registered under 
Sections 12(b) or 12(g) of the Act.
    \6\ Pursuant to BZX Rule 14.11(c)(1)(E), the term ``Non-U.S. 
Component Stock'' shall mean an equity security that (a) is not 
registered under Sections 12(b) or 12(g) of the Act, (b) is issued 
by an entity that is not organized, domiciled or incorporated in the 
United States, and (c) is issued by an entity that is an operating 
company (including Real Estate Investment Trusts (REITs) and income 
trust, but excluding investment trusts, unit trusts, mutual funds, 
and derivatives).
    \7\ Pursuant to BZX Rule 14.11(c)(4), Fixed Income Securities 
are debt securities 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.
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    The Exchange proposes to amend BZX Rule 14.11(c)(3)(A)(i) to make 
clear that the components of an index or portfolio underlying a series 
of Shares may also include cash. In addition, the percentage weighting 
criteria in BZX Rule 14.11(c)(3)(A)(i)(a) through (d) each would be 
amended to make clear that such criteria would be applied only to the 
U.S. Component Stocks portion of an index or portfolio. For example, in 
applying the criteria in proposed BZX Rule 14.11(c)(3)(A)(i)(a),\8\ if 
85% of the weight of an index consists of U.S. Component Stocks and 15% 
of the index weight is cash, the requirement that component stocks 
accounting for 90% of the weight of the index or portfolio have a 
minimum market value of $75 million minimum would be applied only to 
the 85% portion consisting of U.S. Component Stocks.
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    \8\ Proposed changes to BZX Rule 14.11(c)(3)(A)(i)(a) would 
provide that component stocks (excluding Derivative Securities 
Products) that in the aggregate account for at least 90% of the 
weight of the U.S. Component Stocks portion of the index or 
portfolio (excluding such Derivative Securities Products) each shall 
have a minimum market value of at least $75 million.
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    The Exchange proposes to amend BZX Rule 14.11(c)(3)(A)(ii), which 
relates to international or global indexes or portfolios, in order to 
make clear that components of an index or portfolio underlying a series 
of Shares may consist of (a) only Non-U.S. Component Stocks, (b) Non-
U.S. Component Stocks and cash, (c) both U.S. Component Stocks and Non-
U.S. Component Stocks, or (d) U.S. Component Stocks, Non-U.S. Component 
Stocks and cash. In addition, the percentage weighting criteria in BZX 
Rule 14.11(c)(3)(A)(ii)(a) thought (d) each would be amended to make 
clear that such criteria would be applied only to the U.S. and Non-U.S. 
Component Stocks portions of an index or portfolio.
    As noted above, BZX Rule 14.11(c)(4) provides generic criteria 
applicable to listing and trading of Shares whose underlying index or 
portfolio includes Fixed Income Securities. The Exchange proposes to 
amend BZX Rule 14.11(c)(4)(B)(i)(a) to make clear that the index or 
portfolio may also include cash. In addition, the percentage weighting 
criteria in BZX Rule 14.11(c)(4)(B)(i)(b), BZX Rule 
14.11(c)(4)(B)(i)(d), and BZX Rule 14.11(c)(4)(B)(i)(f) each would be 
amended to make clear that such criteria would be applied only to the 
Fixed Income Securities portion of an index or portfolio. For example, 
in applying the criteria in proposed Rule 14.11(i)(4)(B)(i)(b),\9\ if 
90% of the weight of an index or portfolio consists of Fixed Income 
Securities and 10% of the index weight is cash, the requirement that 
Fixed Income Securities accounting for at least 75% of the weight of 
the index or portfolio have a minimum original principal amount 
outstanding of $100 million would be applied only to the 90% portion of 
the index or portfolio that consists of Fixed Income Securities.
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    \9\ Proposed 14.11(c)(4)(B)(i)(b) would provide that Fixed 
Income Security components that in aggregate account for at least 
75% of the Fixed Income Securities portion of the weight of the 
index or portfolio each shall have a minimum original principal 
amount outstanding of $100 million or more.
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    The Exchange notes that the Commission has previously approved 
Exchange rules allowing portfolios held by issues of Managed Fund 
Shares (actively-managed exchange-traded funds) under BZX Rule 
14.11(i)(4)(C) to include cash.\10\ Like the provision in BZX Rule 
14.11(i)(4)(C)(iii), which states that there is no limit to cash 
holdings by an issue of Managed Fund Shares listed under BZX Rule 
14.11(i)(4)(C), there is no proposed limit to the weighting of cash in 
an index underlying a series of Shares. The Exchange believes this is 
appropriate in that cash does not, in itself, impose investment or 
market risk.
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    \10\ See BZX Rule 14.11(i)(4)(C)(iii).
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    The Exchange believes the proposed amendments, by permitting 
inclusion of cash as a component of indexes underlying series of 
Shares, would provide issuers of Shares with additional choice in 
indexes permitted to underlie Shares that are permitted to list and 
trade on the Exchange pursuant to the Rule 19b-4(e), which would 
enhance competition among market participants, to the benefit of 
investors and the marketplace. In addition, the proposed amendments 
would provide investors with greater ability to hold Shares based on 
underlying indexes that may accord more closely with an investor's 
assessment of market risk, in that some investors may view cash as a 
desirable component of an underlying index under certain market 
conditions.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\11\ in general, and furthers the 
objectives of Sections 6(b)(5) of the Act,\12\ in particular, because 
it is 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 mechanisms of, a free and open market and a national market 
system and, in general, to protect investors and the public interest 
and because it is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
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    The Exchange has in place surveillance procedures that are adequate 
to properly monitor trading in Shares in all trading sessions and to 
deter and detect violations of Exchange rules and applicable federal 
securities laws.
    The Exchange notes that, as described above, the percentage 
weighting criteria in BZX Rule 14.11(c)(3)(A)(i)(a) through (d) (U.S. 
index or portfolio) each would be amended to make clear that such 
criteria would apply only to the U.S. Component Stocks portion of an 
index or portfolio; BZX Rule 14.11(c)(3)(A)(ii)(a) through (d) 
(international or global index or portfolio) each would be amended to 
make clear that such criteria would be applied only to the U.S. and 
Non-U.S. Component Stocks portions of an index or portfolio; and the 
percentage weighting criteria in BZX Rule 14.11(c)(4)(B)(i)(b), (d), 
and (f) (fixed income index or portfolio) each would be amended to make 
clear that such criteria would be applied only to the Fixed Income 
Securities portion of an index or portfolio. Such applications of the 
proposed amendments would assure that the weighting requirements in 
Rules 14.11(c)(3) and 14.11(c)(4) would continue to be applied only to 
securities in an index or portfolio, and would not be diluted as a 
result of inclusion of a cash component. In addition, the addition of 
cash as a permitted component of indexes underlying Shares listed and 
traded on the Exchange pursuant to Rule 19b-4(e) does not raise 
regulatory issues because cash does not, in itself, impose investment 
or market risk and is not susceptible to manipulation.
    The Exchange believes the proposed amendments, by explicitly 
permitting inclusion of cash as a component of indexes underlying 
series of Shares, would provide issuers of Shares with additional 
choice in indexes permitted to underlie Shares that are permitted to 
list and trade on the Exchange pursuant to the Rule 19b-4(e), which 
would enhance competition among market participants, to the benefit of 
investors and the marketplace. In addition, the proposed amendments 
would provide

[[Page 24173]]

investors with greater ability to hold Shares based on underlying 
indexes that may accord more closely with an investor's assessment of 
market risk.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\13\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. The proposed rule change would explicitly permit 
Exchange listing and trading under Rule 19b-4(e) of Shares based on 
indexes that include cash as a component, which would enhance 
competition among market participants, to the benefit of investors and 
the marketplace.
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    \13\ 15 U.S.C. 78f(b)(8).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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

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

IV. Solicitation of Comments

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

Electronic Comments

     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-BatsBZX-2017-26 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-BatsBZX-2017-26. 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 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-BatsBZX-2017-26, and should 
be submitted on or before June 15, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-10686 Filed 5-24-17; 8:45 am]
BILLING CODE 8011-01-P



                                              Federal Register / Vol. 82, No. 100 / Thursday, May 25, 2017 / Notices                                                                               24171

                                                                                                                                                         Annual              Time               Burden
                                                                     Form No.                                                                          responses           (minutes)            (hours)

     G–251A ........................................................................................................................................      500                  60                 500



       Additional Information or Comments:                                      of the Exchange, and at the                                            14.11(c)(3) and 14.11(c)(4) to explicitly
     Copies of the forms and supporting                                         Commission’s Public Reference Room.                                    permit listing and trading of Shares
     documents can be obtained from Dana                                                                                                               based on an index or portfolio that
                                                                                II. Self-Regulatory Organization’s
     Hickman at (312) 751–4981 or                                                                                                                      includes cash as a component.
                                                                                Statement of the Purpose of, and
     Dana.Hickman@RRB.GOV.                                                      Statutory Basis for, the Proposed Rule                                   BZX Rule 14.11(c)(3)(A)(i) currently
       Comments regarding the information                                                                                                              provides that the component stocks of
                                                                                Change
     collection should be addressed to Brian                                                                                                           an index or portfolio of U.S. Component
     Foster, Railroad Retirement Board, 844                                        In its filing with the Commission, the
                                                                                Exchange included statements                                           Stocks 5 underlying a series of Shares
     North Rush Street, Chicago, Illinois
                                                                                concerning the purpose of and basis for                                must meet certain requirements related
     60611–1275 or Brian.Foster@rrb.gov and
                                                                                the proposed rule change and discussed                                 to the market cap, trading volume,
     to the OMB Desk Officer for the RRB,
                                                                                any comments it received on the                                        weighting, diversity, and security
     Fax: 202–395–6974, Email address:
                                                                                proposed rule change. The text of these                                requirements. BZX Rule
     OIRA_Submission@omb.eop.gov.
                                                                                statements may be examined at the                                      14.11(c)(3)(A)(ii) currently provides that
     Brian D. Foster,                                                           places specified in Item IV below. The                                 the components of an index or portfolio
     Clearance Officer.                                                         Exchange has prepared summaries, set                                   underlying a series of Shares that
     [FR Doc. 2017–10666 Filed 5–24–17; 8:45 am]                                forth in Sections A, B, and C below, of                                consist of either only Non-U.S.
     BILLING CODE 7905–01–P                                                     the most significant parts of such                                     Component Stocks 6 or both U.S.
                                                                                statements.                                                            Component Stocks and Non-U.S.
                                                                                                                                                       Component Stocks must meet certain
                                                                                A. Self-Regulatory Organization’s                                      similar requirements related to the
     SECURITIES AND EXCHANGE                                                    Statement of the Purpose of, and
     COMMISSION                                                                                                                                        market cap, trading volume, weighting,
                                                                                Statutory Basis for, the Proposed Rule                                 diversity, and security requirements that
     [Release No. 34–80728; File No. SR–                                        Change                                                                 are either equally or more restrictive
     BatsBZX–2017–26]                                                                                                                                  than for an index or portfolio of U.S.
                                                                                1. Purpose
     Self-Regulatory Organizations; Bats                                                                                                               Component Stocks. Finally, BZX Rule
                                                                                   The Exchange proposes to amend
     BZX Exchange, Inc.; Notice of Filing of                                    BZX Rule 14.11(c), Index Fund Shares,                                  14.11(c)(4)(B)(i) provides that each
     a Proposed Rule Change To Amend                                            to provide for the inclusion of cash in                                component of an index or portfolio that
     BZX Rule 14.11, Other Securities, To                                       an index underlying a series of Index                                  underlies a series of Shares shall meet
     Provide for the Inclusion of Cash in an                                    Fund Shares (‘‘Shares’’).3 More                                        the following criteria: The index or
     Index Underlying a Series of Index                                         specifically, BZX Rules 14.11(c)(3) and                                portfolio must consist of Fixed Income
     Fund Shares                                                                14.11(c)(4) provide ‘‘generic’’ criteria                               Securities 7 as well as certain
                                                                                permitting listing and trading of Shares                               requirements related to original
     May 19, 2017.                                                                                                                                     principal outstanding, convertible
                                                                                pursuant to Rule 19b–4(e) under the
        Pursuant to Section 19(b)(1) of the                                     Act 4 when the underlying index or                                     securities, weighting, diversity, and
     Securities Exchange Act of 1934 (the                                       portfolio satisfies the criteria set forth in                          certain issuer requirements. As
     ‘‘Act’’),1 and Rule 19b–4 thereunder,2                                     BZX Rules 14.11(c)(3) related to equity                                described below, the proposed
     notice is hereby given that on May 12,                                     securities or 14.11(c)(4) related to fixed                             amendments to BZX Rule 14.11(c)(3)
     2017, Bats BZX Exchange, Inc. (the                                         income securities.                                                     and 14.11(c)(4) would make clear that
     ‘‘Exchange’’ or ‘‘BZX’’) filed with the                                       The Exchange understands that                                       cash is permitted to be held as an index
     Securities and Exchange Commission                                         certain index providers have included,                                 or portfolio component and how such
     (‘‘Commission’’) the proposed rule                                         or intend to include, cash as a
     change as described in Items I and II                                      component in indexes that also include                                    5 Pursuant to BZX Rule 14.11(c)(1)(D), the term

     below, which Items have been prepared                                      equity or fixed income securities                                      ‘‘U.S. Component Stock’’ shall mean an equity
     by the Exchange. The Commission is                                                                                                                security that is registered under Sections 12(b) or
                                                                                components. An index provider may,                                     12(g) of the Act, or an American Depositary Receipt,
     publishing this notice to solicit                                          for example, provide a certain index                                   the underlying equity security of which is
     comments on the proposed rule change                                       weighting allocation to cash or may                                    registered under Sections 12(b) or 12(g) of the Act.
     from interested persons.                                                   periodically change an allocation to                                      6 Pursuant to BZX Rule 14.11(c)(1)(E), the term

                                                                                                                                                       ‘‘Non-U.S. Component Stock’’ shall mean an equity
     I. Self-Regulatory Organization’s                                          cash based on the index provider’s                                     security that (a) is not registered under Sections
     Statement of the Terms of the Substance                                    assessment of market risk associated                                   12(b) or 12(g) of the Act, (b) is issued by an entity
     of the Proposed Rule Change                                                with other asset classes in the                                        that is not organized, domiciled or incorporated in
                                                                                applicable index. Accordingly, the                                     the United States, and (c) is issued by an entity that
        The Exchange filed a proposal to                                                                                                               is an operating company (including Real Estate
                                                                                Exchange proposes to amend BZX Rules
     amend BZX Rule 14.11, Other                                                                                                                       Investment Trusts (REITs) and income trust, but
     Securities, to provide for the inclusion                                                                                                          excluding investment trusts, unit trusts, mutual
                                                                                  3 Index Fund Shares are securities issued by an                      funds, and derivatives).
     of cash in an index underlying a series                                    open-end management investment company based                              7 Pursuant to BZX Rule 14.11(c)(4), Fixed Income
     of Index Fund Shares.                                                      on a portfolio of stocks or fixed income securities                    Securities are debt securities that are notes, bonds,
        The text of the proposed rule change                                    or a combination thereof, that seeks to provide                        debentures or evidence of indebtedness that
     is available at the Exchange’s Web site                                    investment results that correspond generally to the                    include, but are not limited to, U.S. Department of
                                                                                price and yield performance or total return                            Treasury securities (‘‘Treasury Securities’’),
     at www.bats.com, at the principal office                                   performance of a specified foreign or domestic stock                   government-sponsored entity securities (‘‘GSE
                                                                                index, fixed income securities index or combination                    Securities’’), municipal securities, trust preferred
       1 15   U.S.C. 78s(b)(1).                                                 thereof.                                                               securities, supranational debt and debt of a foreign
       2 17   CFR 240.19b–4.                                                      4 17 CFR 240.19b–4(e).                                               country or a subdivision thereof.



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     24172                          Federal Register / Vol. 82, No. 100 / Thursday, May 25, 2017 / Notices

     cash component should be treated for                    14.11(i)(4)(B)(i)(b),9 if 90% of the weight            and coordination with persons engaged
     calculation purposes.                                   of an index or portfolio consists of Fixed             in regulating, clearing, settling,
        The Exchange proposes to amend                       Income Securities and 10% of the index                 processing information with respect to,
     BZX Rule 14.11(c)(3)(A)(i) to make clear                weight is cash, the requirement that                   and facilitating transactions in
     that the components of an index or                      Fixed Income Securities accounting for                 securities, to remove impediments to,
     portfolio underlying a series of Shares                 at least 75% of the weight of the index                and perfect the mechanisms of, a free
     may also include cash. In addition, the                 or portfolio have a minimum original                   and open market and a national market
     percentage weighting criteria in BZX                    principal amount outstanding of $100                   system and, in general, to protect
     Rule 14.11(c)(3)(A)(i)(a) through (d)                   million would be applied only to the                   investors and the public interest and
     each would be amended to make clear                     90% portion of the index or portfolio                  because it is not designed to permit
     that such criteria would be applied only                that consists of Fixed Income Securities.              unfair discrimination between
     to the U.S. Component Stocks portion of                    The Exchange notes that the                         customers, issuers, brokers, or dealers.
     an index or portfolio. For example, in                  Commission has previously approved                        The Exchange has in place
     applying the criteria in proposed BZX                   Exchange rules allowing portfolios held                surveillance procedures that are
     Rule 14.11(c)(3)(A)(i)(a),8 if 85% of the               by issues of Managed Fund Shares                       adequate to properly monitor trading in
     weight of an index consists of U.S.                     (actively-managed exchange-traded                      Shares in all trading sessions and to
     Component Stocks and 15% of the                         funds) under BZX Rule 14.11(i)(4)(C) to                deter and detect violations of Exchange
     index weight is cash, the requirement                   include cash.10 Like the provision in                  rules and applicable federal securities
     that component stocks accounting for                    BZX Rule 14.11(i)(4)(C)(iii), which                    laws.
     90% of the weight of the index or                       states that there is no limit to cash                     The Exchange notes that, as described
     portfolio have a minimum market value                   holdings by an issue of Managed Fund                   above, the percentage weighting criteria
     of $75 million minimum would be                         Shares listed under BZX Rule                           in BZX Rule 14.11(c)(3)(A)(i)(a) through
     applied only to the 85% portion                         14.11(i)(4)(C), there is no proposed limit             (d) (U.S. index or portfolio) each would
     consisting of U.S. Component Stocks.                    to the weighting of cash in an index                   be amended to make clear that such
        The Exchange proposes to amend                       underlying a series of Shares. The                     criteria would apply only to the U.S.
     BZX Rule 14.11(c)(3)(A)(ii), which                      Exchange believes this is appropriate in               Component Stocks portion of an index
     relates to international or global indexes              that cash does not, in itself, impose                  or portfolio; BZX Rule
     or portfolios, in order to make clear that              investment or market risk.                             14.11(c)(3)(A)(ii)(a) through (d)
     components of an index or portfolio                        The Exchange believes the proposed                  (international or global index or
     underlying a series of Shares may                       amendments, by permitting inclusion of                 portfolio) each would be amended to
     consist of (a) only Non-U.S. Component                  cash as a component of indexes                         make clear that such criteria would be
     Stocks, (b) Non-U.S. Component Stocks                   underlying series of Shares, would                     applied only to the U.S. and Non-U.S.
     and cash, (c) both U.S. Component                       provide issuers of Shares with                         Component Stocks portions of an index
     Stocks and Non-U.S. Component Stocks,                   additional choice in indexes permitted                 or portfolio; and the percentage
     or (d) U.S. Component Stocks, Non-U.S.                  to underlie Shares that are permitted to               weighting criteria in BZX Rule
     Component Stocks and cash. In                           list and trade on the Exchange pursuant                14.11(c)(4)(B)(i)(b), (d), and (f) (fixed
     addition, the percentage weighting                      to the Rule 19b–4(e), which would                      income index or portfolio) each would
     criteria in BZX Rule 14.11(c)(3)(A)(ii)(a)              enhance competition among market                       be amended to make clear that such
     thought (d) each would be amended to                    participants, to the benefit of investors              criteria would be applied only to the
     make clear that such criteria would be                  and the marketplace. In addition, the                  Fixed Income Securities portion of an
     applied only to the U.S. and Non-U.S.                   proposed amendments would provide                      index or portfolio. Such applications of
     Component Stocks portions of an index                   investors with greater ability to hold                 the proposed amendments would assure
     or portfolio.                                                                                                  that the weighting requirements in
                                                             Shares based on underlying indexes that
        As noted above, BZX Rule 14.11(c)(4)                                                                        Rules 14.11(c)(3) and 14.11(c)(4) would
                                                             may accord more closely with an
     provides generic criteria applicable to                                                                        continue to be applied only to securities
                                                             investor’s assessment of market risk, in
     listing and trading of Shares whose                                                                            in an index or portfolio, and would not
                                                             that some investors may view cash as a
     underlying index or portfolio includes                                                                         be diluted as a result of inclusion of a
                                                             desirable component of an underlying
     Fixed Income Securities. The Exchange                                                                          cash component. In addition, the
                                                             index under certain market conditions.
     proposes to amend BZX Rule                                                                                     addition of cash as a permitted
     14.11(c)(4)(B)(i)(a) to make clear that the             2. Statutory Basis                                     component of indexes underlying
     index or portfolio may also include                        The Exchange believes that the                      Shares listed and traded on the
     cash. In addition, the percentage                       proposed rule change is consistent with                Exchange pursuant to Rule 19b–4(e)
     weighting criteria in BZX Rule                          Section 6(b) of the Act,11 in general, and             does not raise regulatory issues because
     14.11(c)(4)(B)(i)(b), BZX Rule                          furthers the objectives of Sections                    cash does not, in itself, impose
     14.11(c)(4)(B)(i)(d), and BZX Rule                      6(b)(5) of the Act,12 in particular,                   investment or market risk and is not
     14.11(c)(4)(B)(i)(f) each would be                      because it is designed to prevent                      susceptible to manipulation.
     amended to make clear that such criteria                                                                          The Exchange believes the proposed
                                                             fraudulent and manipulative acts and
     would be applied only to the Fixed                                                                             amendments, by explicitly permitting
                                                             practices, to promote just and equitable
     Income Securities portion of an index or                                                                       inclusion of cash as a component of
                                                             principles of trade, to foster cooperation             indexes underlying series of Shares,
     portfolio. For example, in applying the
     criteria in proposed Rule                                 9 Proposed 14.11(c)(4)(B)(i)(b) would provide that
                                                                                                                    would provide issuers of Shares with
                                                             Fixed Income Security components that in               additional choice in indexes permitted
       8 Proposed changes to BZX Rule                        aggregate account for at least 75% of the Fixed        to underlie Shares that are permitted to
     14.11(c)(3)(A)(i)(a) would provide that component       Income Securities portion of the weight of the index   list and trade on the Exchange pursuant
     stocks (excluding Derivative Securities Products)       or portfolio each shall have a minimum original        to the Rule 19b–4(e), which would
     that in the aggregate account for at least 90% of the   principal amount outstanding of $100 million or
                                                             more.                                                  enhance competition among market
     weight of the U.S. Component Stocks portion of the
     index or portfolio (excluding such Derivative
                                                               10 See BZX Rule 14.11(i)(4)(C)(iii).                 participants, to the benefit of investors
     Securities Products) each shall have a minimum            11 15 U.S.C. 78f(b).                                 and the marketplace. In addition, the
     market value of at least $75 million.                     12 15 U.S.C. 78f(b)(5).                              proposed amendments would provide


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                                      Federal Register / Vol. 82, No. 100 / Thursday, May 25, 2017 / Notices                                                     24173

     investors with greater ability to hold                     Commission, 100 F Street NE.,                          SECURITIES AND EXCHANGE
     Shares based on underlying indexes that                    Washington, DC 20549–1090.                             COMMISSION
     may accord more closely with an
     investor’s assessment of market risk.                      All submissions should refer to File                   [Release No. 34–80735; File No. SR–NYSE–
                                                                Number SR–BatsBZX–2017–26. This file                   2017–11]
     B. Self-Regulatory Organization’s                          number should be included on the
     Statement on Burden on Competition                         subject line if email is used. To help the             Self-Regulatory Organizations; New
       In accordance with Section 6(b)(8) of                    Commission process and review your                     York Stock Exchange LLC; Notice of
     the Act,13 the Exchange believes that the                  comments more efficiently, please use                  Designation of a Longer Period for
     proposed rule change would not impose                      only one method. The Commission will                   Commission Action on Proposed Rule
     any burden on competition that is not                      post all comments on the Commission’s                  Change Amending Its Listing
     necessary or appropriate in furtherance                                                                           Standards for Special Purpose
                                                                Internet Web site (http://www.sec.gov/
     of the purposes of the Act. The                                                                                   Acquisition Companies To Modify the
                                                                rules/sro.shtml). Copies of the
     proposed rule change would explicitly                                                                             Initial and Continued Distribution
                                                                submission, all subsequent                             Requirements
     permit Exchange listing and trading                        amendments, all written statements
     under Rule 19b–4(e) of Shares based on                     with respect to the proposed rule                      May 19, 2017.
     indexes that include cash as a                             change that are filed with the                            On March 20, 2017, the New York
     component, which would enhance                                                                                    Stock Exchange LLC (‘‘NYSE’’ or
                                                                Commission, and all written
     competition among market participants,                                                                            ‘‘Exchange’’) filed with the Securities
                                                                communications relating to the
     to the benefit of investors and the
                                                                proposed rule change between the                       and Exchange Commission
     marketplace.
                                                                Commission and any person, other than                  (‘‘Commission’’), pursuant to Section
     C. Self-Regulatory Organization’s                          those that may be withheld from the                    19(b)(1) of the Securities Exchange Act
     Statement on Comments on the                               public in accordance with the                          of 1934 (‘‘Act’’) 1 and Rule 19b–4
     Proposed Rule Change Received From                         provisions of 5 U.S.C. 552, will be                    thereunder,2 a proposed rule change to
     Members, Participants, or Others                           available for Web site viewing and                     amend its listing standards for Special
       The Exchange has neither solicited                       printing in the Commission’s Public                    Purpose Acquisition Companies
     nor received written comments on the                       Reference Room, 100 F Street NE.,                      (‘‘SPAC’’) to modify the initial and
     proposed rule change.                                      Washington, DC 20549 on official                       continued distribution requirements,
                                                                                                                       and to make other minor changes. The
     III. Date of Effectiveness of the                          business days between the hours of
                                                                                                                       proposed rule change was published for
     Proposed Rule Change and Timing for                        10:00 a.m. and 3:00 p.m. Copies of such
                                                                                                                       comment in the Federal Register on
     Commission Action                                          filing also will be available for
                                                                                                                       April 6, 2017.3 The Commission
                                                                inspection and copying at the principal                received no comments on the proposal.
        Within 45 days of the date of
     publication of this notice in the Federal                  office of the Exchange. All comments                      Section 19(b)(2) of the Act 4 provides
     Register or within such longer period                      received will be posted without change;                that within 45 days of the notice
     up to 90 days (i) as the Commission may                    the Commission does not edit personal                  publication of the filing of a proposed
     designate if it finds such longer period                   identifying information from                           rule change, or within such longer
     to be appropriate and publishes its                        submissions. You should submit only                    period up to 90 days as the Commission
     reasons for so finding or (ii) as to which                 information that you wish to make                      may designate if it finds such longer
     the self-regulatory organization                           available publicly. All submissions                    period to be appropriate and publishes
     consents, the Commission will: (a) By                      should refer to File Number SR–                        its reasons for so finding, or as to which
     order approve or disapprove such                           BatsBZX–2017–26, and should be                         the self-regulatory organization
     proposed rule change; or (b) institute                     submitted on or before June 15, 2017.                  consents, the Commission shall either
     proceedings to determine whether the                         For the Commission, by the Division of               approve the proposed rule change,
     proposed rule change should be                             Trading and Markets, pursuant to delegated             disapprove the proposed rule change, or
     disapproved.                                               authority.14                                           institute proceedings to determine
     IV. Solicitation of Comments                                                                                      whether the proposed rule change
                                                                Eduardo A. Aleman,                                     should be disapproved. The 45th day
       Interested persons are invited to                        Assistant Secretary.                                   after publication of the notice for this
     submit written data, views, and                            [FR Doc. 2017–10686 Filed 5–24–17; 8:45 am]            proposed rule change is May 21, 2017.
     arguments concerning the foregoing,                                                                               The Commission is extending this 45-
                                                                BILLING CODE 8011–01–P
     including whether the proposed rule                                                                               day time period. The Commission finds
     change is consistent with the Act.                                                                                it appropriate to designate a longer
     Comments may be submitted by any of                                                                               period within which to take action on
     the following methods:                                                                                            the proposed rule change so that it has
     Electronic Comments                                                                                               sufficient time to consider the proposal.
                                                                                                                       Accordingly, the Commission, pursuant
       • Use the Commission’s Internet
                                                                                                                       to Section 19(b)(2) of the Act,5
     comment form (http://www.sec.gov/
     rules/sro.shtml); or                                                                                              designates July 5, 2017, as the date by
       • Send an email to rule-comments@                                                                               which the Commission shall either
     sec.gov. Please include File Number SR–                                                                           approve or disapprove, or institute
     BatsBZX–2017–26 on the subject line.                                                                                1 15   U.S.C. 78s(b)(1).
     Paper Comments                                                                                                      2 17   CFR 240.19b–4.
                                                                                                                          3 See Securities Exchange Act Release No. 80358
       • Send paper comments in triplicate                                                                             (March 31, 2017), 82 FR 16865 (April 6, 2017)
     to Secretary, Securities and Exchange                                                                             (‘‘Notice’’).
                                                                                                                          4 15 U.S.C. 78s(b)(2).
       13 15   U.S.C. 78f(b)(8).                                  14 17   CFR 200.30–3(a)(12).                            5 Id.




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Document Created: 2018-11-08 08:53:21
Document Modified: 2018-11-08 08:53:21
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 Citation82 FR 24171 

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