82_FR_27081 82 FR 26970 - Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Relating to the Listing and Trading of Shares of the Franklin Liberty Intermediate Municipal Opportunities ETF and Franklin Liberty Municipal Bond ETF Under NYSE Arca Equities Rule 8.600

82 FR 26970 - Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Relating to the Listing and Trading of Shares of the Franklin Liberty Intermediate Municipal Opportunities ETF and Franklin Liberty Municipal Bond ETF Under NYSE Arca Equities Rule 8.600

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 111 (June 12, 2017)

Page Range26970-26975
FR Document2017-12043

Federal Register, Volume 82 Issue 111 (Monday, June 12, 2017)
[Federal Register Volume 82, Number 111 (Monday, June 12, 2017)]
[Notices]
[Pages 26970-26975]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-12043]



[[Page 26970]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80865; File No. SR-NYSEArca-2017-48]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a 
Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Relating 
to the Listing and Trading of Shares of the Franklin Liberty 
Intermediate Municipal Opportunities ETF and Franklin Liberty Municipal 
Bond ETF Under NYSE Arca Equities Rule 8.600

June 6, 2017.

I. Introduction

    On May 8, 2017, NYSE Arca, Inc. (``Exchange'') filed with the 
Securities and Exchange Commission (``Commission''), pursuant to 
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ 
and Rule 19b-4 thereunder,\2\ a proposed rule change to list and trade 
shares (``Shares'') of the Franklin Liberty Intermediate Municipal 
Opportunities ETF and Franklin Liberty Municipal Bond ETF (each, a 
``Fund'' and collectively, the ``Funds'') under NYSE Arca Equities Rule 
8.600. The proposed rule change was published for comment in the 
Federal Register on May 3, 2017.\3\ On May 8, 2017, the Exchange filed 
Amendment No. 1 to the proposed rule change.\4\ The Commission has not 
received any comments on the proposed rule change. The Commission is 
approving the proposed rule change, as modified by Amendment No. 1 
thereto.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 80541 (April 27, 
2017), 82 FR 20656 (``Notice'').
    \4\ In Amendment No. 1, which amended and replaced the proposed 
rule change in its entirety, the Exchange, among other things, 
clarified that: (i) The Franklin Liberty Municipal Bond ETF will 
only buy Municipal Securities (defined below) rated, at the time of 
purchase, in one of the top four ratings categories by one or more 
U.S. nationally recognized rating services (or comparable unrated or 
short-term rated securities); (ii) the Franklin Liberty Municipal 
Bond ETF may not buy defaulted or distressed Municipal Securities 
(which limitation will be applied at the time of purchase, and the 
Fund is not required to sell a Municipal Security that has defaulted 
or become distressed if the Adviser believes it is advantageous to 
continue holding the security); (iii) the Franklin Liberty Municipal 
Bond ETF may not buy high-yield or lower-rated debt securities 
(which limitation generally will be applied at the time of purchase 
and a downgrade of a particular security below one of the top four 
ratings categories will not automatically cause the Fund to sell the 
security); (iv) the components of a Fund's portfolio with a minimum 
original principal amount outstanding of $100 million or more may in 
the aggregate account for less than 75% of the weight of a Fund's 
portfolio; and (v) trading will be subject to NYSE Arca Equities 
Rule 8.600(d)(2)(D), which sets forth circumstances under which 
trading may be halted. Amendment No. 1 also made non-substantive, 
technical amendments. Because Amendment No. 1 makes only clarifying 
and technical changes, and does not present unique or novel 
regulatory issues, it is not subject to notice and comment. 
Amendment No. 1 is available at: https://www.sec.gov/comments/sr-nysearca-2017-48/nysearca201748-1745331-151464.pdf.
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II. The Exchange's Description of the Proposed Rule Change

    The Exchange proposes to list and trade Shares of the Funds under 
NYSE Arca Equities Rule 8.600, which governs the listing and trading of 
Managed Fund Shares on the Exchange. The Shares will be offered by the 
Franklin Templeton ETF Trust (``Trust''), which is registered with the 
Commission as an open-end management investment company.\5\ Each Fund 
is a series of the Trust. The investment adviser to each Fund will be 
Franklin Advisers, Inc. (``Adviser'').\6\ Franklin Templeton 
Distributors, Inc. will serve as the distributor, Franklin Templeton 
Services, LLC will serve as the administrator, and State Street Bank 
and Trust Company will serve as the sub-administrator, custodian, and 
transfer agent for each Fund.
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    \5\ According to the Exchange, on March 23, 2017, the Trust 
filed with the Commission an amendment to its registration statement 
on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a) and 
under the Investment Company Act of 1940 (``1940 Act'') relating to 
the Funds (File Nos. 333-208873 and 811-23124) (``Registration 
Statement''). In addition, according to the Exchange, the Commission 
has issued an order granting certain exemptive relief to the Trust, 
Franklin Advisers, Inc., and Franklin Templeton Distributors, Inc. 
under the 1940 Act. See Investment Company Act Release No. 30350 
(January 15, 2013) (File No. 812-14042).
    \6\ The Exchange represents that the Adviser is not a registered 
broker-dealer but is affiliated with a broker-dealer. The Exchange 
represents that the Adviser has implemented and will maintain a 
``fire wall'' with respect to such broker-dealer affiliate regarding 
access to information concerning the composition of and/or changes 
to each Fund's portfolio. In addition, in the event (a) the Adviser 
becomes registered as a broker-dealer or newly affiliated with a 
broker-dealer, or (b) any new adviser or sub-adviser to a Fund is a 
registered broker-dealer or becomes affiliated with a broker-dealer, 
the applicable adviser or sub-adviser will implement and maintain a 
fire wall with respect to its relevant personnel or broker-dealer 
affiliate regarding access to information concerning the composition 
and/or changes to a Fund's portfolio, and will be subject to 
procedures designed to prevent the use and dissemination of material 
non-public information regarding such portfolio.
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    The Exchange has made the following representations and statements 
in describing the Funds and their investment strategies, including each 
Fund's portfolio holdings and investment restrictions.\7\
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    \7\ The Commission notes that additional information regarding 
the Trust, the Funds, and the Shares, including investment 
strategies, risks, creation and redemption procedures, calculation 
of net asset value (``NAV''), fees, distributions, and taxes, among 
other things, is included in the proposed rule change, as modified 
by Amendment No. 1, and the Registration Statement, as applicable. 
See Amendment No. 1 and Registration Statement, supra notes 4 and 5, 
respectively.
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A. Exchange's Description of the Funds' Principal Investments

1. Franklin Liberty Intermediate Municipal Opportunities ETF
    According to the Exchange, the investment objective of the Franklin 
Liberty Intermediate Municipal Opportunities ETF will be to achieve a 
high level of current income that is exempt from federal income taxes. 
Under normal market conditions,\8\ the Fund will invest at least 80% of 
its net assets in municipal securities whose interest is free from 
federal income taxes, including the federal alternative minimum tax.
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    \8\ The term ``normal market conditions'' is defined in NYSE 
Arca Equities Rule 8.600 (c)(5).
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    The Fund may invest in municipal securities rated in any rating 
category by U.S. nationally recognized rating services (or comparable 
unrated or short-term rated securities), including below investment 
grade and defaulted securities and securities of issuers that are, or 
are about to be, involved in reorganizations, financial restructurings, 
or bankruptcy (generally referred to as ``distressed debt''). Such 
investments typically involve the purchase of lower-rated or defaulted 
debt securities, comparable unrated debt securities, or other 
indebtedness (or participations in the indebtedness) of such issuers. 
Although the Adviser will search for investments across a large number 
of municipal securities that finance different types of projects, from 
time to time, based on economic conditions, the Fund may have 
significant positions in municipal securities that finance similar 
types of projects.
    The Funds may invest in one or more of the following municipal 
securities (collectively, ``Municipal Securities''):
     General obligation bonds, which are typically issued by 
states, counties, cities, towns and regional districts and backed by 
the issuer's pledge of its full faith, credit and taxing power for the 
payment of principal and interest;
     revenue bonds, which are generally backed by the net 
revenue derived from a particular facility, group of facilities, or, in 
some cases, the proceeds of a special excise tax or other specific 
revenue source;
     anticipation notes, including bond, revenue and tax 
anticipation notes, which are issued to provide interim financing of 
various municipal needs in anticipation of the receipt of other sources 
of money for repayment of the notes;
     insured Municipal Securities, which are covered by 
insurance policies

[[Page 26971]]

that guarantee the timely payment of principal and interest; \9\
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    \9\ When beneficial, a Fund may purchase insurance for an 
uninsured bond directly from a qualified municipal bond insurer, in 
which case a Fund pays the insurance premium directly to the 
insurance company.
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     municipal lease obligations, which generally are issued to 
support a government's infrastructure by financing or refinancing 
equipment or property acquisitions or the construction, expansion or 
rehabilitation of public facilities; \10\
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    \10\ A Fund may also gain exposure to municipal lease 
obligations through certificates of participation, which represent a 
proportionate interest in the payments under a specified lease or 
leases.
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     Municipal Securities that are issued on a when-issued or 
delayed delivery basis;
     variable and floating rate securities, including variable 
rate demand notes, municipal inflation protected securities, index-
based floating rate securities, and auction rate securities, which have 
interest rates that change either at specific intervals from daily up 
to semi-annually, or whenever a benchmark rate changes;
     pre-refunded bonds, which are outstanding debt securities 
that are not immediately callable (redeemable) by the issuer but have 
been ``pre-refunded'' by the issuer;
     zero coupon bonds (including convertible and step coupon 
bonds) and deferred interest securities;
     stripped securities, which are debt securities that have 
been transformed from a principal amount with periodic interest coupons 
into a series of zero coupon bonds, each with a different maturity date 
corresponding to one of the payment dates for interest coupon payments 
or the redemption date for the principal amount;
     mandatory tender (mandatory put) Municipal Securities, 
which may be sold with a requirement that a holder of a security 
surrender the security to the issuer or its agent for cash at a date 
prior to the stated maturity;
     callable securities, which give the issuer the right to 
redeem the security on a given date or dates (known as the call dates) 
prior to maturity;
     tax-exempt commercial paper, which typically represents an 
unsecured short-term obligation (270 days or less) issued by a 
municipality; and
     tax-exempt or qualified private activity and industrial 
development revenue bonds, which are typically issued by or on behalf 
of public authorities to finance various privately operated facilities 
which are expected to benefit the municipality and its residents, such 
as business, manufacturing, housing, sports and pollution control, as 
well as public facilities such as airports, mass transit systems, ports 
and parking.
2. Franklin Liberty Municipal Bond ETF
    According to the Exchange, the investment objective of the Franklin 
Liberty Municipal Bond ETF will be to achieve a high level of current 
income that is exempt from federal income taxes. Under normal market 
conditions, the Fund will invest at least 80% of its net assets in 
Municipal Securities (as described above) whose interest is free from 
federal income taxes, including the federal alternative minimum tax.
    Although the Adviser will search for investments across a large 
number of Municipal Securities that finance different types of 
projects, from time to time, based on economic conditions, the Fund may 
have significant positions in Municipal Securities that finance similar 
types of projects.
    The Fund may invest in one or more of the Municipal Securities 
listed above. The Fund will only buy Municipal Securities rated, at the 
time of purchase, in one of the top four ratings categories by one or 
more U.S. nationally recognized rating services (or comparable unrated 
or short-term rated securities).\11\ The Fund may not buy defaulted or 
distressed Municipal Securities.\12\
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    \11\ This limitation generally is applied at the time of 
purchase and a downgrade of a particular security below one of the 
top four ratings categories will not automatically cause the Fund to 
sell the security. The Adviser will, however, take such downgrade 
into account when analyzing the portfolio.
    \12\ This limitation generally will be applied at the time of 
purchase and the Fund is not required to sell a Municipal Security 
that has defaulted or become distressed if the Adviser believes it 
is advantageous to continue holding the security.
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B. Exchange's Description of the Funds' Other Investments

    According to the Exchange, while each Fund, under normal market 
conditions, will invest at least 80% of its net assets in Municipal 
Securities whose interest is free from federal income taxes, including 
the federal alternative minimum tax, each Fund may invest up to 20% of 
its net assets in the securities that pay interest that may be subject 
to the federal alternative minimum tax and, although not anticipated, 
in securities that pay taxable interest, as described below. With 
respect to up to 20% of its net assets, each Fund may invest in bank 
obligations; \13\ taxable commercial paper; \14\ other investment 
companies,\15\ including exchange-traded funds (``ETFs''); \16\ U.S. 
government securities; 3\17\ and unrated debt securities.\18\
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    \13\ Bank obligations include fixed, floating or variable rate 
certificates of deposit (CDs), letters of credit, time and savings 
deposits, bank notes and bankers' acceptances. CDs are negotiable 
certificates issued against funds deposited in a commercial bank for 
a definite period of time and earning a specified return. Time 
deposits are non-negotiable deposits that are held in a banking 
institution for a specified period of time at a stated interest 
rate. Savings deposits are deposits that do not have a specified 
maturity and may be withdrawn by the depositor at any time. Bankers' 
acceptances are negotiable drafts or bills of exchange normally 
drawn by an importer or exporter to pay for specific merchandise.
    \14\ Commercial paper is an unsecured, short-term loan to a 
corporation, typically for financing accounts receivable and 
inventory with maturities of up to 270 days. Each Fund may invest in 
taxable commercial paper only for temporary defensive purposes.
    \15\ Each Fund may invest in other investment companies to the 
extent permitted by the 1940 Act, Commission rules thereunder and 
exemptions thereto. Each Fund may also invest its cash balances in 
affiliated money market funds to the extent permitted by its 
investment policies and rules and exemptions granted under the 1940 
Act.
    \16\ The ETFs in which a Fund may invest include Investment 
Company Units (as described in NYSE Arca Equities Rule 5.2(j)(3)); 
Portfolio Depositary Receipts (as described in NYSE Arca Equities 
Rule 8.100); and Managed Fund Shares (as described in NYSE Arca 
Equities Rule 8.600). Such ETFs all will be listed and traded in the 
U.S. on registered exchanges.
    \17\ U.S. government securities include obligations of, or 
guaranteed by, the U.S. federal government, its agencies, 
instrumentalities or sponsored enterprises. Some U.S. government 
securities are supported by the full faith and credit of the U.S. 
government. These include U.S. Treasury obligations and securities 
issued by the Government National Mortgage Association (GNMA). A 
second category of U.S. government securities are those supported by 
the right of the agency, instrumentality or sponsored enterprise to 
borrow from the U.S. government to meet its obligations. These 
include securities issued by Federal Home Loan Banks. A third 
category of U.S. government securities are those supported by only 
the credit of the issuing agency, instrumentality or sponsored 
enterprise. These include securities issued by the Federal National 
Mortgage Association (FNMA) and Federal Home Loan Mortgage 
Corporation (FHLMC).
    \18\ Debt securities or their issuers which are not rated by 
rating agencies, sometimes due to the size of or manner of the 
securities offering, the decision by one or more rating agencies not 
to rate certain securities or issuers as a matter of policy, or the 
unwillingness or inability of the issuer to provide the prerequisite 
information and fees to the rating agencies.
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    The Franklin Liberty Intermediate Municipal Opportunities ETF may 
also

[[Page 26972]]

invest in defaulted debt securities \19\ and high-yield debt 
securities.\20\
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    \19\ Investments in securities of issuers that are, or are about 
to be, involved in reorganizations, financial restructurings, or 
bankruptcy (generally referred to as ``distressed debt'') typically 
involve the purchase of lower-rated or defaulted debt securities, 
comparable unrated debt securities, or other indebtedness of such 
issuers. The Franklin Liberty Municipal Bond ETF may not buy 
defaulted or distressed debt securities. However, the Franklin 
Liberty Municipal Bond ETF is not required to sell a debt security 
that has defaulted or become distressed if the Adviser believes it 
is advantageous to continue holding the security.
    \20\ High-yield or lower-rated debt securities are securities 
that have been rated by Moody's or S&P below their top four rating 
categories (e.g., BB or Ba and lower) and are considered below 
investment grade. The Franklin Liberty Municipal Bond ETF may not 
buy high-yield or lower-rated debt securities. This limitation 
generally is applied at the time of purchase and a downgrade of a 
particular security below one of the top four ratings categories 
will not automatically cause the Franklin Liberty Municipal Bond ETF 
to sell the security. The Adviser will, however, take such downgrade 
into account when analyzing the portfolio.
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    A Fund may invest up to 100% of its assets in temporary defensive 
investments, including cash, cash equivalents or other high quality 
short-term investments, such as short-term debt instruments, including 
U.S. government securities, high grade commercial paper, repurchase 
agreements, negotiable certificates of deposit, non-negotiable fixed 
time deposits, bankers acceptances, and other money market equivalents. 
In addition, with respect to each of the Funds, on a temporary basis, 
during periods of high cash inflows or outflows,\21\ a Fund may depart 
from its principal investment strategies; for example, it may hold a 
higher than normal proportion of its assets in cash. During such 
periods, a Fund may not be able to achieve its investment objective. To 
the extent allowed by exemptions from and rules under the 1940 Act and 
a Fund's other investment policies and restrictions, the Adviser also 
may invest a Fund's assets in shares of one or more money market funds 
managed by the Adviser or its affiliates.
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    \21\ ``Periods of high cash inflows or outflows,'' as used 
herein, mean rolling periods of seven calendar days during which 
inflows or outflows of cash, in the aggregate, exceed 10% of a 
Fund's net assets as of the opening of business on the first day of 
such periods.
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C. Exchange's Description of the Funds' Investment Restrictions

    Each Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
consistent with Commission guidance. Each Fund will monitor its 
portfolio liquidity on an ongoing basis to determine whether, in light 
of current circumstances, an adequate level of liquidity is being 
maintained, and will consider taking appropriate steps in order to 
maintain adequate liquidity if, through a change in values, net assets, 
or other circumstances, more than 15% of a Fund's net assets are held 
in illiquid assets. Illiquid assets include securities subject to 
contractual or other restrictions on resale and other instruments that 
lack readily available markets as determined in accordance with 
Commission staff guidance.
    Each Fund's investments will be consistent with its investment 
objective and will not be used to provide multiple returns of a 
benchmark or to produce leveraged returns.
    A Fund will not necessarily focus its investments in a particular 
state, and will not invest more than 15% of its total assets in 
Municipal Securities of any one state. Under normal market conditions, 
except for periods of high cash inflows or outflows, each Fund will 
satisfy the following criteria: (i) Each Fund will have a minimum of 35 
Municipal Securities holdings; (ii) after a Fund has at least $100 
million in assets, it will have a minimum of 75 Municipal Securities 
holdings; (iii) with respect to 75% of each Fund's total assets, no 
single Municipal Securities issuer will account for more than 3% of the 
weight of a Fund's portfolio; for the remaining portion of each Fund's 
assets, no single Municipal Securities issuer will account for more 
than 6% of the weight of a Fund's portfolio; (iv) each Fund will limit 
its investments in Municipal Securities of any one state to 15% of a 
Fund's total assets and will be diversified among issuers in at least 
10 states; and (v) each Fund will limit its investments in Municipal 
Securities in any single sector to 25% of a Fund's total assets.\22\ 
The Exchange states that pre-refunded bonds will be excluded from the 
above limits given that they have a high level of credit quality and 
liquidity.\23\
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    \22\ A Fund's investments in Municipal Securities will include 
investments in state and local (e.g., county, city, town) Municipal 
Securities relating to such sectors as the following: Dedicated tax; 
public power; tax increment; toll road; port revenue; airport 
revenue; water revenue; sewer revenue; higher education (colleges 
and universities); wastewater revenue; school districts; and sales 
tax revenue.
    \23\ Pre-refunded bonds (also known as refunded or escrow-
secured bonds) have a high level of credit quality and liquidity 
because the issuer ``pre-refunds'' the bond by setting aside in 
advance all or a portion of the amount to be paid to the bondholders 
when the bond is called. Generally, an issuer uses the proceeds from 
a new bond issue to buy high grade, interest bearing debt 
securities, including direct obligations of the U.S. government, 
which are then deposited in an irrevocable escrow account held by a 
trustee bank to secure all future payments of principal and interest 
on the pre-refunded bonds.
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D. Exchange's Description of the Application of Generic Listing 
Requirements to the Funds

    The Exchange states that it is submitting this proposed rule change 
because the portfolios for the Funds will not meet all of the 
``generic'' listing requirements of Commentary .01 to NYSE Arca 
Equities Rule 8.600 applicable to the listing of Managed Fund Shares. 
The Exchange states that each Fund's portfolio will meet all the 
requirements set forth in Commentary .01 to NYSE Arca Equities Rule 
8.600 except for those set forth in Commentary .01(b)(1), which 
requires that components that in the aggregate account for at least 75% 
of the fixed income weight of the portfolio each shall have a minimum 
original principal amount outstanding of $100 million or more.

III. Discussion and Commission's Findings

    After careful review, the Commission finds that the Exchange's 
proposal to list and trade the Shares is consistent with the Act and 
the rules and regulations thereunder applicable to a national 
securities exchange.\24\ In particular, the Commission finds that the 
proposed rule change is consistent with Section 6(b)(5) of the Act,\25\ 
which requires, among other things, that the Exchange's rules be 
designed to prevent fraudulent and manipulative acts and practices, 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general, to protect investors and the public 
interest.
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    \24\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \25\ 15 U.S.C. 78f(b)(5).
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    The Commission also finds that the proposal to list and trade 
Shares on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of 
the Act,\26\ which sets forth Congress' finding that it is in the 
public interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations for, and transactions in, securities. Quotation and last 
sale information for the Shares and for ETFs will be available via the 
Consolidated Tape Association (``CTA'') high-speed line, and from the 
national securities exchange on which they are listed.\27\
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    \26\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \27\ Amendment No. 1 at 19.

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[[Page 26973]]

    The Indicative Optimized Portfolio Value (``IOPV'') of the Shares 
(which is the Portfolio Indicative Value, as defined in NYSE Arca 
Equities Rule 8.600(c)(3)) will be widely disseminated every 15 seconds 
during the Exchange's Core Trading Session (normally 9:30 a.m. to 4:00 
p.m., Eastern Time) by one or more major market data vendors or other 
information providers.\28\ On each business day, before commencement of 
trading in Shares in the Core Trading Session on the Exchange 
(ordinarily 9:30 a.m., Eastern Time), each Fund's Web site will 
disclose the Disclosed Portfolio \29\ that will form the basis for a 
Fund's calculation of NAV at the end of the business day.\30\ In 
addition, a basket composition file, which includes the security names 
and share quantities, if applicable, required to be delivered in 
exchange for a Fund's Shares, together with estimates and actual cash 
components, will be publicly disseminated daily prior to the opening of 
the Exchange via the National Securities Clearing Corporation. The 
basket represents one creation unit of a Fund. The NAV of Shares of a 
Fund will normally be determined as of the close of the Core Trading 
Session on the Exchange (ordinarily 4:00 p.m. Eastern Time) on each 
business day. Authorized participants may refer to the basket 
composition file for information regarding securities and financial 
instruments that may comprise a Fund's basket on a given day.
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    \28\ The Exchange represents that several major market data 
vendors display and/or make widely available IOPVs taken from CTA or 
other data feeds. According to the Exchange, the IOPV will be based 
on the current market value of a Fund's portfolio holdings that will 
form the basis for the Fund's calculation of NAV at the end of the 
Business Day, as disclosed on the Fund's Web site prior to that 
Business Day's commencement of trading. According to the Exchange, 
the IOPV will generally be determined by using both current market 
quotations and/or price quotations obtained from broker-dealers that 
may trade in the portfolio securities held by a Fund.
    \29\ The term ``Disclosed Portfolio'' is defined in NYSE Arca 
Equities Rule 8.600(c)(2).
    \30\ On a daily basis, the Funds will disclose the information 
required under NYSE Arca Equities Rule 8.600(c)(2) to the extent 
applicable. The Web site information will be publicly available at 
no charge.
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    Information regarding market price and trading volume of the Shares 
will be continually available on a real-time basis throughout the day 
on brokers' computer screens and other electronic services. Information 
regarding the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers. Quotation information from brokers and dealers 
or pricing services will be available for Municipal Securities, unrated 
debt securities, defaulted debt securities, high yield debt securities, 
and cash equivalents or other high quality short-term investments, 
including U.S. government securities, bank obligations, and taxable 
commercial paper. Price information for money market funds and other 
investment companies will be available from the applicable investment 
company's Web site and from market data vendors. Pricing information 
regarding each other asset class in which a Fund will invest will be 
available generally through nationally recognized data service 
providers through subscription agreements.
    The Commission further believes that the proposal to list and trade 
the Shares is reasonably designed to promote fair disclosure of 
information that may be necessary to price the Shares appropriately and 
to prevent trading when a reasonable degree of transparency cannot be 
assured. The Exchange will obtain a representation from the issuer of 
the Shares that the NAV per Share for each Fund will be calculated 
daily and that the NAV and the Disclosed Portfolio for each Fund will 
be made available to all market participants at the same time. Trading 
in Shares of the Funds will be halted if the circuit breaker parameters 
in NYSE Arca Equities Rule 7.12 have been reached or because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable.\31\ Trading in the Shares will be 
subject to NYSE Arca Equities Rule 8.600(d)(2)(D), which sets forth 
additional circumstances under which Shares of the Funds may be halted.
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    \31\ The Exchange may consider all relevant factors in 
exercising its discretion to halt or suspend trading in the Shares 
of a Fund.
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    The Exchange represents that it has a general policy prohibiting 
the distribution of material, non-public information by its employees. 
In addition, Commentary .06 to NYSE Arca Equities Rule 8.600 further 
requires that personnel who make decisions on the open-end fund's 
portfolio composition must be subject to procedures designed to prevent 
the use and dissemination of material, non-public information regarding 
the open-end fund's portfolio. The Exchange represents that the Adviser 
is not a registered broker-dealer but is affiliated with a broker-
dealer, and that the Adviser has implemented and will maintain a ``fire 
wall'' with respect to that broker-dealer affiliate regarding access to 
information concerning the composition of, and/or changes to, each 
Fund's portfolio.
    Prior to the commencement of trading, the Exchange will inform its 
Equity Trading Permit Holders in an Information Bulletin (``Bulletin'') 
of the special characteristics and risks associated with trading the 
Shares. The Exchange represents that trading in the Shares will be 
subject to the existing trading surveillances, administered by the 
Exchange, as well as cross-market surveillances administered by 
Financial Industry Regulatory Authority (``FINRA'') on behalf of the 
Exchange, which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\32\ The Commission believes that 
the Exchange's initial and continued listing requirements, combined 
with the Fund's investment criteria that would apply to Municipal 
Securities in the portfolio, are designed to mitigate the potential for 
price manipulation of the Shares.
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    \32\ The Exchange states that FINRA conducts cross-market 
surveillances on behalf of the Exchange pursuant to a regulatory 
services agreement and that the Exchange is responsible for FINRA's 
performance under this regulatory services agreement.
---------------------------------------------------------------------------

    The Exchange represents that it deems the Shares to be equity 
securities, thus rendering the trading of the Shares subject to the 
Exchange's existing rules governing the trading of equity securities.
    In support of this proposal, the Exchange has made the following 
additional representations:
    (1) The Shares of each Fund will conform to the initial and 
continued listing criteria under NYSE Arca Equities Rule 8.600.
    (2) The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions.
    (3) Trading in the Shares will be subject to the existing trading 
surveillances, administered by the Exchange, as well as cross-market 
surveillances administered by FINRA on behalf of the Exchange, which 
are designed to detect violations of Exchange rules and applicable 
federal securities laws. The Exchange represents that these procedures 
are adequate to properly monitor Exchange trading of the Shares in all 
trading sessions and to deter and detect violations of Exchange rules 
and federal securities laws applicable to trading on the Exchange. 
These surveillances generally focus on detecting securities trading 
outside their normal patterns, which could be indicative of 
manipulative or other violative activity. When such situations are 
detected, surveillance analysis follows and investigations are opened, 
where appropriate, to review the behavior of

[[Page 26974]]

all relevant parties for all relevant trading violations.
    (4) The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares and ETFs with 
other markets and other entities that are members of the ISG, and the 
Exchange or FINRA, on behalf of the Exchange, or both, may obtain 
trading information regarding trading in the Shares and ETFs from such 
markets and other entities. In addition, the Exchange may obtain 
information regarding trading in the Shares and ETFs from markets and 
other entities that are members of ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement. In addition, 
FINRA, on behalf of the Exchange, is able to access, as needed, trade 
information for certain fixed income securities held by a Fund reported 
to FINRA's Trade Reporting and Compliance Engine. FINRA also can access 
data obtained from the Municipal Securities Rulemaking Board relating 
to municipal bond trading activity for surveillance purposes in 
connection with trading in the Shares.
    (5) Prior to the commencement of trading, the Exchange will inform 
its Equity Trading Permit Holders in a Bulletin of the special 
characteristics and risks associated with trading the Shares. 
Specifically, the Bulletin will discuss (a) the procedures for 
purchases and redemptions of Shares in creation unit aggregations (and 
that Shares are not individually redeemable); (b) NYSE Arca Equities 
Rule 9.2(a), which imposes a duty of due diligence on its Equity 
Trading Permit Holders to learn the essential facts relating to every 
customer prior to trading the Shares; (c) the risks involved in trading 
the Shares during the Early and Late Trading Sessions when an updated 
IOPV will not be calculated or publicly disseminated; (d) how 
information regarding the IOPV and the Disclosed Portfolio is 
disseminated; (e) the requirement that Equity Trading Permit Holders 
deliver a prospectus to investors purchasing newly issued Shares prior 
to or concurrently with the confirmation of a transaction; and (f) 
trading information. The Bulletin will discuss any exemptive, no-
action, and interpretive relief granted by the Commission from any 
rules under the Act. The Bulletin will also disclose that the NAV for 
the Shares will be calculated after 4:00 p.m., Eastern Time each 
trading day.
    (6) For initial and continued listing, the Funds must be in 
compliance with Rule 10A-3 under the Act.\33\
---------------------------------------------------------------------------

    \33\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

    (7) Under normal market conditions, each Fund will invest at least 
80% of net assets in municipal securities whose interest is free from 
federal income taxes, including the federal alternative minimum tax.
    (8) The Franklin Liberty Municipal Bond ETF will only buy municipal 
securities rated, at the time of purchase, in one of the top four 
rating categories by one or more U.S. nationally recognized rating 
services (or comparable unrated or short-term rated securities), and 
the Fund may not buy defaulted or distressed municipal securities.
    (9) The ETFs in which the Funds may invest will be listed and 
traded in the U.S. on registered exchanges.
    (10) Each Fund's portfolio will meet all the requirements set forth 
in Commentary .01 to NYSE Arca Equities Rule 8.600 except for those set 
forth in Commentary .01(b)(1).
    (11) Under normal market conditions, except for periods of high 
cash inflows or outflows, each Fund will satisfy the following 
criteria: (i) Each Fund will have a minimum of 35 Municipal Securities 
holdings; (ii) after a Fund has at least $100 million in assets, it 
will have a minimum of 75 Municipal Securities holdings; (iii) with 
respect to 75% of each Fund's total assets, no single Municipal 
Securities issuer will account for more than 3% of the weight of a 
Fund's portfolio; for the remaining portion of each Fund's assets, no 
single Municipal Securities issuer will account for more than 6% of the 
weight of a Fund's portfolio; (iv) each Fund will limit its investments 
in Municipal Securities of any one state to 15% of a Fund's total 
assets and will be diversified among issuers in at least 10 states; and 
(v) each Fund will limit its investments in Municipal Securities in any 
single sector to 25% of a Fund's total assets.
    (12) Each Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
consistent with Commission guidance. Each Fund will monitor its 
portfolio liquidity on an ongoing basis to determine whether, in light 
of current circumstances, an adequate level of liquidity is being 
maintained, and will consider taking appropriate steps in order to 
maintain adequate liquidity if, through a change in values, net assets, 
or other circumstances, more than 15% of a Fund's net assets are held 
in illiquid assets. Illiquid assets include securities subject to 
contractual or other restrictions on resale and other instruments that 
lack readily available markets as determined in accordance with 
Commission staff guidance.
    (13) Each Fund's investments will be consistent with its investment 
objective and will not be used to provide multiple returns of a 
benchmark or to produce leveraged returns.
    The Exchange also represents that all statements and 
representations made in the filing regarding (a) the description of the 
portfolio, (b) limitations on portfolio holdings or reference assets, 
or (c) applicability of Exchange listing rules specified in the filing 
shall constitute continued listing requirements for listing the Shares 
of a Fund on the Exchange.
    The issuer has represented to the Exchange that it will advise the 
Exchange of any failure by a Fund to comply with the continued listing 
requirements, and, pursuant to its obligations under Section 19(g)(1) 
of the Act, the Exchange will monitor for compliance with the continued 
listing requirements.\34\ If a Fund is not in compliance with the 
applicable listing requirements, the Exchange will commence delisting 
procedures under NYSE Arca Equities Rule 5.5(m).
---------------------------------------------------------------------------

    \34\ The Commission notes that certain other proposals for the 
listing and trading of Managed Fund Shares include a representation 
that the exchange will ``surveil'' for compliance with the continued 
listing requirements. See, e.g., Securities Exchange Act Release No. 
78005 (Jun. 7, 2016), 81 FR 38247 (Jun. 13, 2016) (SR-BATS-2015-
100). In the context of this representation, it is the Commission's 
view that ``monitor'' and ``surveil'' both mean ongoing oversight of 
a fund's compliance with the continued listing requirements. 
Therefore, the Commission does not view ``monitor'' as a more or 
less stringent obligation than ``surveil'' with respect to the 
continued listing requirements.
---------------------------------------------------------------------------

    This approval order is based on all of the Exchange's 
representations, including those set forth above and in the Notice, and 
the Exchange's description of the Funds. The Commission notes that the 
Funds and the Shares must comply with the requirements of NYSE Arca 
Equities Rule 8.600 to be listed and traded on the Exchange.
    For the foregoing reasons, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act \35\ and the 
rules and regulations thereunder applicable to a national securities 
exchange.
---------------------------------------------------------------------------

    \35\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\36\ that the proposed rule change (SR-NYSEArc-2017-48), as 
modified by Amendment No. 1 thereto, be, and it hereby is, approved.
---------------------------------------------------------------------------

    \36\ 15 U.S.C. 78s(b)(2)


[[Page 26975]]


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

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\37\
---------------------------------------------------------------------------

    \37\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2017-12043 Filed 6-9-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                    26970                          Federal Register / Vol. 82, No. 111 / Monday, June 12, 2017 / Notices

                                                    SECURITIES AND EXCHANGE                                 has not received any comments on the                    A. Exchange’s Description of the Funds’
                                                    COMMISSION                                              proposed rule change. The Commission                    Principal Investments
                                                                                                            is approving the proposed rule change,
                                                    [Release No. 34–80865; File No. SR–                                                                             1. Franklin Liberty Intermediate
                                                                                                            as modified by Amendment No. 1
                                                    NYSEArca–2017–48]                                                                                               Municipal Opportunities ETF
                                                                                                            thereto.
                                                    Self-Regulatory Organizations; NYSE                                                                                According to the Exchange, the
                                                                                                            II. The Exchange’s Description of the                   investment objective of the Franklin
                                                    Arca, Inc.; Order Approving a                           Proposed Rule Change
                                                    Proposed Rule Change, as Modified by                                                                            Liberty Intermediate Municipal
                                                    Amendment No. 1 Thereto, Relating to                       The Exchange proposes to list and                    Opportunities ETF will be to achieve a
                                                                                                            trade Shares of the Funds under NYSE                    high level of current income that is
                                                    the Listing and Trading of Shares of
                                                                                                            Arca Equities Rule 8.600, which governs                 exempt from federal income taxes.
                                                    the Franklin Liberty Intermediate
                                                                                                            the listing and trading of Managed Fund                 Under normal market conditions,8 the
                                                    Municipal Opportunities ETF and
                                                                                                            Shares on the Exchange. The Shares will                 Fund will invest at least 80% of its net
                                                    Franklin Liberty Municipal Bond ETF
                                                                                                            be offered by the Franklin Templeton                    assets in municipal securities whose
                                                    Under NYSE Arca Equities Rule 8.600
                                                                                                            ETF Trust (‘‘Trust’’), which is registered              interest is free from federal income
                                                    June 6, 2017.                                           with the Commission as an open-end                      taxes, including the federal alternative
                                                                                                            management investment company.5                         minimum tax.
                                                    I. Introduction                                         Each Fund is a series of the Trust. The                    The Fund may invest in municipal
                                                       On May 8, 2017, NYSE Arca, Inc.                      investment adviser to each Fund will be                 securities rated in any rating category by
                                                    (‘‘Exchange’’) filed with the Securities                Franklin Advisers, Inc. (‘‘Adviser’’).6                 U.S. nationally recognized rating
                                                    and Exchange Commission                                 Franklin Templeton Distributors, Inc.                   services (or comparable unrated or
                                                    (‘‘Commission’’), pursuant to Section                   will serve as the distributor, Franklin                 short-term rated securities), including
                                                    19(b)(1) of the Securities Exchange Act                 Templeton Services, LLC will serve as                   below investment grade and defaulted
                                                    of 1934 (‘‘Act’’) 1 and Rule 19b–4                      the administrator, and State Street Bank                securities and securities of issuers that
                                                    thereunder,2 a proposed rule change to                  and Trust Company will serve as the                     are, or are about to be, involved in
                                                    list and trade shares (‘‘Shares’’) of the               sub-administrator, custodian, and                       reorganizations, financial restructurings,
                                                    Franklin Liberty Intermediate Municipal                 transfer agent for each Fund.                           or bankruptcy (generally referred to as
                                                    Opportunities ETF and Franklin Liberty                     The Exchange has made the following                  ‘‘distressed debt’’). Such investments
                                                    Municipal Bond ETF (each, a ‘‘Fund’’                    representations and statements in                       typically involve the purchase of lower-
                                                    and collectively, the ‘‘Funds’’) under                  describing the Funds and their                          rated or defaulted debt securities,
                                                    NYSE Arca Equities Rule 8.600. The                      investment strategies, including each                   comparable unrated debt securities, or
                                                    proposed rule change was published for                  Fund’s portfolio holdings and                           other indebtedness (or participations in
                                                    comment in the Federal Register on                      investment restrictions.7                               the indebtedness) of such issuers.
                                                    May 3, 2017.3 On May 8, 2017, the                                                                               Although the Adviser will search for
                                                    Exchange filed Amendment No. 1 to the                   www.sec.gov/comments/sr-nysearca-2017-48/               investments across a large number of
                                                                                                            nysearca201748-1745331-151464.pdf.                      municipal securities that finance
                                                    proposed rule change.4 The Commission                      5 According to the Exchange, on March 23, 2017,
                                                                                                                                                                    different types of projects, from time to
                                                                                                            the Trust filed with the Commission an amendment
                                                      1 15  U.S.C. 78s(b)(1).                               to its registration statement on Form N–1A under        time, based on economic conditions, the
                                                      2 17  CFR 240.19b–4.                                  the Securities Act of 1933 (15 U.S.C. 77a) and under    Fund may have significant positions in
                                                       3 See Securities Exchange Act Release No. 80541      the Investment Company Act of 1940 (‘‘1940 Act’’)       municipal securities that finance similar
                                                    (April 27, 2017), 82 FR 20656 (‘‘Notice’’).             relating to the Funds (File Nos. 333–208873 and         types of projects.
                                                       4 In Amendment No. 1, which amended and              811–23124) (‘‘Registration Statement’’). In addition,
                                                                                                            according to the Exchange, the Commission has              The Funds may invest in one or more
                                                    replaced the proposed rule change in its entirety,
                                                    the Exchange, among other things, clarified that: (i)   issued an order granting certain exemptive relief to    of the following municipal securities
                                                    The Franklin Liberty Municipal Bond ETF will only       the Trust, Franklin Advisers, Inc., and Franklin        (collectively, ‘‘Municipal Securities’’):
                                                    buy Municipal Securities (defined below) rated, at      Templeton Distributors, Inc. under the 1940 Act.           • General obligation bonds, which are
                                                    the time of purchase, in one of the top four ratings    See Investment Company Act Release No. 30350
                                                                                                            (January 15, 2013) (File No. 812–14042).
                                                                                                                                                                    typically issued by states, counties,
                                                    categories by one or more U.S. nationally
                                                    recognized rating services (or comparable unrated          6 The Exchange represents that the Adviser is not    cities, towns and regional districts and
                                                    or short-term rated securities); (ii) the Franklin      a registered broker-dealer but is affiliated with a     backed by the issuer’s pledge of its full
                                                    Liberty Municipal Bond ETF may not buy defaulted        broker-dealer. The Exchange represents that the         faith, credit and taxing power for the
                                                    or distressed Municipal Securities (which               Adviser has implemented and will maintain a ‘‘fire      payment of principal and interest;
                                                    limitation will be applied at the time of purchase,     wall’’ with respect to such broker-dealer affiliate
                                                                                                            regarding access to information concerning the
                                                                                                                                                                       • revenue bonds, which are generally
                                                    and the Fund is not required to sell a Municipal
                                                    Security that has defaulted or become distressed if     composition of and/or changes to each Fund’s            backed by the net revenue derived from
                                                    the Adviser believes it is advantageous to continue     portfolio. In addition, in the event (a) the Adviser    a particular facility, group of facilities,
                                                    holding the security); (iii) the Franklin Liberty       becomes registered as a broker-dealer or newly          or, in some cases, the proceeds of a
                                                    Municipal Bond ETF may not buy high-yield or            affiliated with a broker-dealer, or (b) any new         special excise tax or other specific
                                                    lower-rated debt securities (which limitation           adviser or sub-adviser to a Fund is a registered
                                                    generally will be applied at the time of purchase       broker-dealer or becomes affiliated with a broker-      revenue source;
                                                    and a downgrade of a particular security below one      dealer, the applicable adviser or sub-adviser will         • anticipation notes, including bond,
                                                    of the top four ratings categories will not             implement and maintain a fire wall with respect to      revenue and tax anticipation notes,
                                                    automatically cause the Fund to sell the security);     its relevant personnel or broker-dealer affiliate       which are issued to provide interim
                                                    (iv) the components of a Fund’s portfolio with a        regarding access to information concerning the
                                                                                                            composition and/or changes to a Fund’s portfolio,
                                                                                                                                                                    financing of various municipal needs in
                                                    minimum original principal amount outstanding of
                                                                                                                                                                    anticipation of the receipt of other
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    $100 million or more may in the aggregate account       and will be subject to procedures designed to
                                                    for less than 75% of the weight of a Fund’s             prevent the use and dissemination of material non-      sources of money for repayment of the
                                                    portfolio; and (v) trading will be subject to NYSE      public information regarding such portfolio.            notes;
                                                    Arca Equities Rule 8.600(d)(2)(D), which sets forth        7 The Commission notes that additional
                                                                                                                                                                       • insured Municipal Securities,
                                                    circumstances under which trading may be halted.        information regarding the Trust, the Funds, and the
                                                    Amendment No. 1 also made non-substantive,              Shares, including investment strategies, risks,
                                                                                                                                                                    which are covered by insurance policies
                                                    technical amendments. Because Amendment No. 1           creation and redemption procedures, calculation of
                                                    makes only clarifying and technical changes, and        net asset value (‘‘NAV’’), fees, distributions, and     See Amendment No. 1 and Registration Statement,
                                                    does not present unique or novel regulatory issues,     taxes, among other things, is included in the           supra notes 4 and 5, respectively.
                                                    it is not subject to notice and comment.                proposed rule change, as modified by Amendment            8 The term ‘‘normal market conditions’’ is defined

                                                    Amendment No. 1 is available at: https://               No. 1, and the Registration Statement, as applicable.   in NYSE Arca Equities Rule 8.600 (c)(5).



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                                                                                   Federal Register / Vol. 82, No. 111 / Monday, June 12, 2017 / Notices                                                         26971

                                                    that guarantee the timely payment of                    residents, such as business,                              paper; 14 other investment companies,15
                                                    principal and interest; 9                               manufacturing, housing, sports and                        including exchange-traded funds
                                                       • municipal lease obligations, which                 pollution control, as well as public                      (‘‘ETFs’’); 16 U.S. government
                                                    generally are issued to support a                       facilities such as airports, mass transit                 securities; 317 and unrated debt
                                                    government’s infrastructure by                          systems, ports and parking.                               securities.18
                                                    financing or refinancing equipment or
                                                                                                            2. Franklin Liberty Municipal Bond ETF                       The Franklin Liberty Intermediate
                                                    property acquisitions or the
                                                                                                               According to the Exchange, the                         Municipal Opportunities ETF may also
                                                    construction, expansion or
                                                    rehabilitation of public facilities; 10                 investment objective of the Franklin
                                                       • Municipal Securities that are issued               Liberty Municipal Bond ETF will be to
                                                    on a when-issued or delayed delivery                    achieve a high level of current income
                                                    basis;                                                  that is exempt from federal income
                                                       • variable and floating rate securities,             taxes. Under normal market conditions,
                                                    including variable rate demand notes,                   the Fund will invest at least 80% of its                  credit, time and savings deposits, bank notes and
                                                    municipal inflation protected securities,               net assets in Municipal Securities (as                    bankers’ acceptances. CDs are negotiable certificates
                                                    index-based floating rate securities, and               described above) whose interest is free                   issued against funds deposited in a commercial
                                                    auction rate securities, which have                     from federal income taxes, including the                  bank for a definite period of time and earning a
                                                                                                            federal alternative minimum tax.                          specified return. Time deposits are non-negotiable
                                                    interest rates that change either at                                                                              deposits that are held in a banking institution for
                                                    specific intervals from daily up to semi-                  Although the Adviser will search for
                                                                                                                                                                      a specified period of time at a stated interest rate.
                                                    annually, or whenever a benchmark rate                  investments across a large number of                      Savings deposits are deposits that do not have a
                                                    changes;                                                Municipal Securities that finance                         specified maturity and may be withdrawn by the
                                                       • pre-refunded bonds, which are                      different types of projects, from time to                 depositor at any time. Bankers’ acceptances are
                                                    outstanding debt securities that are not                time, based on economic conditions, the                   negotiable drafts or bills of exchange normally
                                                    immediately callable (redeemable) by                    Fund may have significant positions in                    drawn by an importer or exporter to pay for specific
                                                                                                            Municipal Securities that finance                         merchandise.
                                                    the issuer but have been ‘‘pre-refunded’’                                                                            14 Commercial paper is an unsecured, short-term
                                                    by the issuer;                                          similar types of projects.
                                                                                                                                                                      loan to a corporation, typically for financing
                                                       • zero coupon bonds (including                          The Fund may invest in one or more
                                                                                                                                                                      accounts receivable and inventory with maturities
                                                    convertible and step coupon bonds) and                  of the Municipal Securities listed above.                 of up to 270 days. Each Fund may invest in taxable
                                                    deferred interest securities;                           The Fund will only buy Municipal                          commercial paper only for temporary defensive
                                                       • stripped securities, which are debt                Securities rated, at the time of purchase,                purposes.
                                                    securities that have been transformed                   in one of the top four ratings categories                    15 Each Fund may invest in other investment

                                                    from a principal amount with periodic                   by one or more U.S. nationally                            companies to the extent permitted by the 1940 Act,
                                                    interest coupons into a series of zero                  recognized rating services (or                            Commission rules thereunder and exemptions
                                                                                                            comparable unrated or short-term rated                    thereto. Each Fund may also invest its cash
                                                    coupon bonds, each with a different
                                                                                                                                                                      balances in affiliated money market funds to the
                                                    maturity date corresponding to one of                   securities).11 The Fund may not buy
                                                                                                                                                                      extent permitted by its investment policies and
                                                    the payment dates for interest coupon                   defaulted or distressed Municipal                         rules and exemptions granted under the 1940 Act.
                                                    payments or the redemption date for the                 Securities.12                                                16 The ETFs in which a Fund may invest include

                                                    principal amount;                                       B. Exchange’s Description of the Funds’                   Investment Company Units (as described in NYSE
                                                       • mandatory tender (mandatory put)                   Other Investments                                         Arca Equities Rule 5.2(j)(3)); Portfolio Depositary
                                                    Municipal Securities, which may be                                                                                Receipts (as described in NYSE Arca Equities Rule
                                                    sold with a requirement that a holder of                   According to the Exchange, while                       8.100); and Managed Fund Shares (as described in
                                                    a security surrender the security to the                each Fund, under normal market                            NYSE Arca Equities Rule 8.600). Such ETFs all will
                                                                                                            conditions, will invest at least 80% of                   be listed and traded in the U.S. on registered
                                                    issuer or its agent for cash at a date prior                                                                      exchanges.
                                                    to the stated maturity;                                 its net assets in Municipal Securities                       17 U.S. government securities include obligations
                                                       • callable securities, which give the                whose interest is free from federal
                                                                                                                                                                      of, or guaranteed by, the U.S. federal government,
                                                    issuer the right to redeem the security                 income taxes, including the federal                       its agencies, instrumentalities or sponsored
                                                    on a given date or dates (known as the                  alternative minimum tax, each Fund                        enterprises. Some U.S. government securities are
                                                    call dates) prior to maturity;                          may invest up to 20% of its net assets                    supported by the full faith and credit of the U.S.
                                                       • tax-exempt commercial paper,                       in the securities that pay interest that                  government. These include U.S. Treasury
                                                    which typically represents an unsecured                 may be subject to the federal alternative                 obligations and securities issued by the Government
                                                                                                            minimum tax and, although not                             National Mortgage Association (GNMA). A second
                                                    short-term obligation (270 days or less)                                                                          category of U.S. government securities are those
                                                    issued by a municipality; and                           anticipated, in securities that pay
                                                                                                                                                                      supported by the right of the agency,
                                                       • tax-exempt or qualified private                    taxable interest, as described below.                     instrumentality or sponsored enterprise to borrow
                                                    activity and industrial development                     With respect to up to 20% of its net                      from the U.S. government to meet its obligations.
                                                    revenue bonds, which are typically                      assets, each Fund may invest in bank                      These include securities issued by Federal Home
                                                    issued by or on behalf of public                        obligations; 13 taxable commercial                        Loan Banks. A third category of U.S. government
                                                    authorities to finance various privately                                                                          securities are those supported by only the credit of
                                                                                                              11 This limitation generally is applied at the time     the issuing agency, instrumentality or sponsored
                                                    operated facilities which are expected to               of purchase and a downgrade of a particular               enterprise. These include securities issued by the
                                                    benefit the municipality and its                        security below one of the top four ratings categories     Federal National Mortgage Association (FNMA) and
                                                                                                            will not automatically cause the Fund to sell the
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                                                                                                                                      Federal Home Loan Mortgage Corporation
                                                      9 When beneficial, a Fund may purchase                security. The Adviser will, however, take such            (FHLMC).
                                                    insurance for an uninsured bond directly from a         downgrade into account when analyzing the                    18 Debt securities or their issuers which are not
                                                    qualified municipal bond insurer, in which case a       portfolio.
                                                                                                                                                                      rated by rating agencies, sometimes due to the size
                                                    Fund pays the insurance premium directly to the           12 This limitation generally will be applied at the

                                                    insurance company.                                      time of purchase and the Fund is not required to          of or manner of the securities offering, the decision
                                                      10 A Fund may also gain exposure to municipal         sell a Municipal Security that has defaulted or           by one or more rating agencies not to rate certain
                                                    lease obligations through certificates of               become distressed if the Adviser believes it is           securities or issuers as a matter of policy, or the
                                                    participation, which represent a proportionate          advantageous to continue holding the security.            unwillingness or inability of the issuer to provide
                                                    interest in the payments under a specified lease or       13 Bank obligations include fixed, floating or          the prerequisite information and fees to the rating
                                                    leases.                                                 variable rate certificates of deposit (CDs), letters of   agencies.



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                                                    26972                           Federal Register / Vol. 82, No. 111 / Monday, June 12, 2017 / Notices

                                                    invest in defaulted debt securities 19 and                maintained, and will consider taking                   D. Exchange’s Description of the
                                                    high-yield debt securities.20                             appropriate steps in order to maintain                 Application of Generic Listing
                                                       A Fund may invest up to 100% of its                    adequate liquidity if, through a change                Requirements to the Funds
                                                    assets in temporary defensive                             in values, net assets, or other                          The Exchange states that it is
                                                    investments, including cash, cash                         circumstances, more than 15% of a                      submitting this proposed rule change
                                                    equivalents or other high quality short-                  Fund’s net assets are held in illiquid                 because the portfolios for the Funds will
                                                    term investments, such as short-term                      assets. Illiquid assets include securities             not meet all of the ‘‘generic’’ listing
                                                    debt instruments, including U.S.                          subject to contractual or other                        requirements of Commentary .01 to
                                                    government securities, high grade                         restrictions on resale and other                       NYSE Arca Equities Rule 8.600
                                                    commercial paper, repurchase                              instruments that lack readily available                applicable to the listing of Managed
                                                    agreements, negotiable certificates of                    markets as determined in accordance                    Fund Shares. The Exchange states that
                                                    deposit, non-negotiable fixed time                        with Commission staff guidance.
                                                                                                                                                                     each Fund’s portfolio will meet all the
                                                    deposits, bankers acceptances, and other                     Each Fund’s investments will be
                                                                                                                                                                     requirements set forth in Commentary
                                                    money market equivalents. In addition,                    consistent with its investment objective
                                                    with respect to each of the Funds, on a                   and will not be used to provide multiple               .01 to NYSE Arca Equities Rule 8.600
                                                    temporary basis, during periods of high                   returns of a benchmark or to produce                   except for those set forth in
                                                    cash inflows or outflows,21 a Fund may                    leveraged returns.                                     Commentary .01(b)(1), which requires
                                                    depart from its principal investment                         A Fund will not necessarily focus its               that components that in the aggregate
                                                    strategies; for example, it may hold a                    investments in a particular state, and                 account for at least 75% of the fixed
                                                    higher than normal proportion of its                      will not invest more than 15% of its                   income weight of the portfolio each
                                                    assets in cash. During such periods, a                    total assets in Municipal Securities of                shall have a minimum original principal
                                                    Fund may not be able to achieve its                       any one state. Under normal market                     amount outstanding of $100 million or
                                                    investment objective. To the extent                       conditions, except for periods of high                 more.
                                                    allowed by exemptions from and rules                      cash inflows or outflows, each Fund                    III. Discussion and Commission’s
                                                    under the 1940 Act and a Fund’s other                     will satisfy the following criteria: (i)               Findings
                                                    investment policies and restrictions, the                 Each Fund will have a minimum of 35
                                                                                                              Municipal Securities holdings; (ii) after                 After careful review, the Commission
                                                    Adviser also may invest a Fund’s assets
                                                                                                              a Fund has at least $100 million in                    finds that the Exchange’s proposal to list
                                                    in shares of one or more money market
                                                                                                              assets, it will have a minimum of 75                   and trade the Shares is consistent with
                                                    funds managed by the Adviser or its
                                                    affiliates.                                               Municipal Securities holdings; (iii) with              the Act and the rules and regulations
                                                                                                              respect to 75% of each Fund’s total                    thereunder applicable to a national
                                                    C. Exchange’s Description of the Funds’                   assets, no single Municipal Securities                 securities exchange.24 In particular, the
                                                    Investment Restrictions                                   issuer will account for more than 3% of                Commission finds that the proposed
                                                       Each Fund may hold up to an                            the weight of a Fund’s portfolio; for the              rule change is consistent with Section
                                                    aggregate amount of 15% of its net                        remaining portion of each Fund’s assets,               6(b)(5) of the Act,25 which requires,
                                                    assets in illiquid assets (calculated at                  no single Municipal Securities issuer                  among other things, that the Exchange’s
                                                    the time of investment), consistent with                  will account for more than 6% of the                   rules be designed to prevent fraudulent
                                                    Commission guidance. Each Fund will                       weight of a Fund’s portfolio; (iv) each                and manipulative acts and practices,
                                                    monitor its portfolio liquidity on an                     Fund will limit its investments in                     promote just and equitable principles of
                                                    ongoing basis to determine whether, in                    Municipal Securities of any one state to               trade, to remove impediments to and
                                                    light of current circumstances, an                        15% of a Fund’s total assets and will be               perfect the mechanism of a free and
                                                    adequate level of liquidity is being                      diversified among issuers in at least 10               open market and a national market
                                                                                                              states; and (v) each Fund will limit its               system, and, in general, to protect
                                                       19 Investments in securities of issuers that are, or
                                                                                                              investments in Municipal Securities in                 investors and the public interest.
                                                    are about to be, involved in reorganizations,             any single sector to 25% of a Fund’s                      The Commission also finds that the
                                                    financial restructurings, or bankruptcy (generally                                                               proposal to list and trade Shares on the
                                                    referred to as ‘‘distressed debt’’) typically involve     total assets.22 The Exchange states that
                                                    the purchase of lower-rated or defaulted debt             pre-refunded bonds will be excluded                    Exchange is consistent with Section
                                                    securities, comparable unrated debt securities, or        from the above limits given that they                  11A(a)(1)(C)(iii) of the Act,26 which sets
                                                    other indebtedness of such issuers. The Franklin          have a high level of credit quality and                forth Congress’ finding that it is in the
                                                    Liberty Municipal Bond ETF may not buy defaulted                                                                 public interest and appropriate for the
                                                    or distressed debt securities. However, the Franklin      liquidity.23
                                                    Liberty Municipal Bond ETF is not required to sell                                                               protection of investors and the
                                                    a debt security that has defaulted or become                 22 A Fund’s investments in Municipal Securities     maintenance of fair and orderly markets
                                                    distressed if the Adviser believes it is advantageous     will include investments in state and local (e.g.,     to assure the availability to brokers,
                                                    to continue holding the security.                         county, city, town) Municipal Securities relating to
                                                       20 High-yield or lower-rated debt securities are
                                                                                                                                                                     dealers, and investors of information
                                                                                                              such sectors as the following: Dedicated tax; public
                                                    securities that have been rated by Moody’s or S&P         power; tax increment; toll road; port revenue;         with respect to quotations for, and
                                                    below their top four rating categories (e.g., BB or Ba    airport revenue; water revenue; sewer revenue;         transactions in, securities. Quotation
                                                    and lower) and are considered below investment            higher education (colleges and universities);          and last sale information for the Shares
                                                    grade. The Franklin Liberty Municipal Bond ETF            wastewater revenue; school districts; and sales tax    and for ETFs will be available via the
                                                    may not buy high-yield or lower-rated debt                revenue.
                                                    securities. This limitation generally is applied at the      23 Pre-refunded bonds (also known as refunded or
                                                                                                                                                                     Consolidated Tape Association (‘‘CTA’’)
                                                    time of purchase and a downgrade of a particular          escrow-secured bonds) have a high level of credit      high-speed line, and from the national
                                                                                                                                                                     securities exchange on which they are
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                                                    security below one of the top four ratings categories     quality and liquidity because the issuer ‘‘pre-
                                                    will not automatically cause the Franklin Liberty         refunds’’ the bond by setting aside in advance all     listed.27
                                                    Municipal Bond ETF to sell the security. The              or a portion of the amount to be paid to the
                                                    Adviser will, however, take such downgrade into           bondholders when the bond is called. Generally, an       24 In approving this proposed rule change, the
                                                    account when analyzing the portfolio.                     issuer uses the proceeds from a new bond issue to
                                                       21 ‘‘Periods of high cash inflows or outflows,’’ as    buy high grade, interest bearing debt securities,      Commission has considered the proposed rule’s
                                                    used herein, mean rolling periods of seven calendar       including direct obligations of the U.S. government,   impact on efficiency, competition, and capital
                                                    days during which inflows or outflows of cash, in         which are then deposited in an irrevocable escrow      formation. See 15 U.S.C. 78c(f).
                                                                                                                                                                       25 15 U.S.C. 78f(b)(5).
                                                    the aggregate, exceed 10% of a Fund’s net assets as       account held by a trustee bank to secure all future
                                                                                                                                                                       26 15 U.S.C. 78k–1(a)(1)(C)(iii).
                                                    of the opening of business on the first day of such       payments of principal and interest on the pre-
                                                    periods.                                                  refunded bonds.                                          27 Amendment No. 1 at 19.




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                                                                                   Federal Register / Vol. 82, No. 111 / Monday, June 12, 2017 / Notices                                                    26973

                                                       The Indicative Optimized Portfolio                   securities, defaulted debt securities,                    Prior to the commencement of
                                                    Value (‘‘IOPV’’) of the Shares (which is                high yield debt securities, and cash                   trading, the Exchange will inform its
                                                    the Portfolio Indicative Value, as                      equivalents or other high quality short-               Equity Trading Permit Holders in an
                                                    defined in NYSE Arca Equities Rule                      term investments, including U.S.                       Information Bulletin (‘‘Bulletin’’) of the
                                                    8.600(c)(3)) will be widely disseminated                government securities, bank obligations,               special characteristics and risks
                                                    every 15 seconds during the Exchange’s                  and taxable commercial paper. Price                    associated with trading the Shares. The
                                                    Core Trading Session (normally 9:30                     information for money market funds                     Exchange represents that trading in the
                                                    a.m. to 4:00 p.m., Eastern Time) by one                 and other investment companies will be                 Shares will be subject to the existing
                                                    or more major market data vendors or                    available from the applicable                          trading surveillances, administered by
                                                    other information providers.28 On each                  investment company’s Web site and                      the Exchange, as well as cross-market
                                                    business day, before commencement of                    from market data vendors. Pricing                      surveillances administered by Financial
                                                    trading in Shares in the Core Trading                   information regarding each other asset                 Industry Regulatory Authority
                                                    Session on the Exchange (ordinarily                     class in which a Fund will invest will                 (‘‘FINRA’’) on behalf of the Exchange,
                                                    9:30 a.m., Eastern Time), each Fund’s                   be available generally through                         which are designed to detect violations
                                                    Web site will disclose the Disclosed                    nationally recognized data service                     of Exchange rules and applicable federal
                                                    Portfolio 29 that will form the basis for               providers through subscription                         securities laws.32 The Commission
                                                    a Fund’s calculation of NAV at the end                  agreements.                                            believes that the Exchange’s initial and
                                                    of the business day.30 In addition, a                      The Commission further believes that                continued listing requirements,
                                                    basket composition file, which includes                 the proposal to list and trade the Shares              combined with the Fund’s investment
                                                    the security names and share quantities,                is reasonably designed to promote fair                 criteria that would apply to Municipal
                                                    if applicable, required to be delivered in              disclosure of information that may be                  Securities in the portfolio, are designed
                                                    exchange for a Fund’s Shares, together                                                                         to mitigate the potential for price
                                                                                                            necessary to price the Shares
                                                    with estimates and actual cash                                                                                 manipulation of the Shares.
                                                                                                            appropriately and to prevent trading
                                                    components, will be publicly                                                                                      The Exchange represents that it deems
                                                                                                            when a reasonable degree of                            the Shares to be equity securities, thus
                                                    disseminated daily prior to the opening
                                                                                                            transparency cannot be assured. The                    rendering the trading of the Shares
                                                    of the Exchange via the National
                                                                                                            Exchange will obtain a representation                  subject to the Exchange’s existing rules
                                                    Securities Clearing Corporation. The
                                                                                                            from the issuer of the Shares that the                 governing the trading of equity
                                                    basket represents one creation unit of a
                                                                                                            NAV per Share for each Fund will be                    securities.
                                                    Fund. The NAV of Shares of a Fund will
                                                                                                            calculated daily and that the NAV and                     In support of this proposal, the
                                                    normally be determined as of the close
                                                                                                            the Disclosed Portfolio for each Fund                  Exchange has made the following
                                                    of the Core Trading Session on the
                                                    Exchange (ordinarily 4:00 p.m. Eastern                  will be made available to all market                   additional representations:
                                                    Time) on each business day. Authorized                  participants at the same time. Trading in                 (1) The Shares of each Fund will
                                                    participants may refer to the basket                    Shares of the Funds will be halted if the              conform to the initial and continued
                                                    composition file for information                        circuit breaker parameters in NYSE Arca                listing criteria under NYSE Arca
                                                    regarding securities and financial                      Equities Rule 7.12 have been reached or                Equities Rule 8.600.
                                                    instruments that may comprise a Fund’s                  because of market conditions or for                       (2) The Exchange has appropriate
                                                    basket on a given day.                                  reasons that, in the view of the                       rules to facilitate transactions in the
                                                       Information regarding market price                   Exchange, make trading in the Shares                   Shares during all trading sessions.
                                                    and trading volume of the Shares will be                inadvisable.31 Trading in the Shares will                 (3) Trading in the Shares will be
                                                    continually available on a real-time                    be subject to NYSE Arca Equities Rule                  subject to the existing trading
                                                    basis throughout the day on brokers’                    8.600(d)(2)(D), which sets forth                       surveillances, administered by the
                                                    computer screens and other electronic                   additional circumstances under which                   Exchange, as well as cross-market
                                                    services. Information regarding the                     Shares of the Funds may be halted.                     surveillances administered by FINRA on
                                                    previous day’s closing price and trading                   The Exchange represents that it has a               behalf of the Exchange, which are
                                                    volume information for the Shares will                  general policy prohibiting the                         designed to detect violations of
                                                    be published daily in the financial                     distribution of material, non-public                   Exchange rules and applicable federal
                                                    section of newspapers. Quotation                        information by its employees. In                       securities laws. The Exchange
                                                    information from brokers and dealers or                 addition, Commentary .06 to NYSE Arca                  represents that these procedures are
                                                    pricing services will be available for                  Equities Rule 8.600 further requires that              adequate to properly monitor Exchange
                                                    Municipal Securities, unrated debt                      personnel who make decisions on the                    trading of the Shares in all trading
                                                                                                            open-end fund’s portfolio composition                  sessions and to deter and detect
                                                       28 The Exchange represents that several major
                                                                                                            must be subject to procedures designed                 violations of Exchange rules and federal
                                                    market data vendors display and/or make widely          to prevent the use and dissemination of                securities laws applicable to trading on
                                                    available IOPVs taken from CTA or other data feeds.                                                            the Exchange. These surveillances
                                                    According to the Exchange, the IOPV will be based       material, non-public information
                                                    on the current market value of a Fund’s portfolio       regarding the open-end fund’s portfolio.               generally focus on detecting securities
                                                    holdings that will form the basis for the Fund’s        The Exchange represents that the                       trading outside their normal patterns,
                                                    calculation of NAV at the end of the Business Day,                                                             which could be indicative of
                                                    as disclosed on the Fund’s Web site prior to that       Adviser is not a registered broker-dealer
                                                    Business Day’s commencement of trading.                 but is affiliated with a broker-dealer,                manipulative or other violative activity.
                                                    According to the Exchange, the IOPV will generally      and that the Adviser has implemented                   When such situations are detected,
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                                                    be determined by using both current market              and will maintain a ‘‘fire wall’’ with                 surveillance analysis follows and
                                                    quotations and/or price quotations obtained from                                                               investigations are opened, where
                                                    broker-dealers that may trade in the portfolio          respect to that broker-dealer affiliate
                                                    securities held by a Fund.                              regarding access to information                        appropriate, to review the behavior of
                                                       29 The term ‘‘Disclosed Portfolio’’ is defined in
                                                                                                            concerning the composition of, and/or
                                                    NYSE Arca Equities Rule 8.600(c)(2).                    changes to, each Fund’s portfolio.
                                                                                                                                                                     32 The Exchange states that FINRA conducts
                                                       30 On a daily basis, the Funds will disclose the                                                            cross-market surveillances on behalf of the
                                                    information required under NYSE Arca Equities                                                                  Exchange pursuant to a regulatory services
                                                    Rule 8.600(c)(2) to the extent applicable. The Web         31 The Exchange may consider all relevant factors   agreement and that the Exchange is responsible for
                                                    site information will be publicly available at no       in exercising its discretion to halt or suspend        FINRA’s performance under this regulatory services
                                                    charge.                                                 trading in the Shares of a Fund.                       agreement.



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                                                    26974                           Federal Register / Vol. 82, No. 111 / Monday, June 12, 2017 / Notices

                                                    all relevant parties for all relevant                       (7) Under normal market conditions,                 markets as determined in accordance
                                                    trading violations.                                      each Fund will invest at least 80% of                  with Commission staff guidance.
                                                       (4) The Exchange or FINRA, on behalf                  net assets in municipal securities whose                  (13) Each Fund’s investments will be
                                                    of the Exchange, or both, will                           interest is free from federal income                   consistent with its investment objective
                                                    communicate as needed regarding                          taxes, including the federal alternative               and will not be used to provide multiple
                                                    trading in the Shares and ETFs with                      minimum tax.                                           returns of a benchmark or to produce
                                                    other markets and other entities that are                   (8) The Franklin Liberty Municipal                  leveraged returns.
                                                    members of the ISG, and the Exchange                     Bond ETF will only buy municipal                          The Exchange also represents that all
                                                    or FINRA, on behalf of the Exchange, or                  securities rated, at the time of purchase,             statements and representations made in
                                                    both, may obtain trading information                     in one of the top four rating categories               the filing regarding (a) the description of
                                                    regarding trading in the Shares and                      by one or more U.S. nationally                         the portfolio, (b) limitations on portfolio
                                                    ETFs from such markets and other                         recognized rating services (or                         holdings or reference assets, or (c)
                                                    entities. In addition, the Exchange may                  comparable unrated or short-term rated                 applicability of Exchange listing rules
                                                    obtain information regarding trading in                  securities), and the Fund may not buy                  specified in the filing shall constitute
                                                    the Shares and ETFs from markets and                     defaulted or distressed municipal                      continued listing requirements for
                                                    other entities that are members of ISG or                securities.                                            listing the Shares of a Fund on the
                                                    with which the Exchange has in place                        (9) The ETFs in which the Funds may                 Exchange.
                                                    a comprehensive surveillance sharing                     invest will be listed and traded in the                   The issuer has represented to the
                                                    agreement. In addition, FINRA, on                        U.S. on registered exchanges.                          Exchange that it will advise the
                                                    behalf of the Exchange, is able to access,                  (10) Each Fund’s portfolio will meet                Exchange of any failure by a Fund to
                                                    as needed, trade information for certain                 all the requirements set forth in                      comply with the continued listing
                                                    fixed income securities held by a Fund                   Commentary .01 to NYSE Arca Equities                   requirements, and, pursuant to its
                                                    reported to FINRA’s Trade Reporting                      Rule 8.600 except for those set forth in               obligations under Section 19(g)(1) of the
                                                    and Compliance Engine. FINRA also can                    Commentary .01(b)(1).                                  Act, the Exchange will monitor for
                                                    access data obtained from the Municipal                                                                         compliance with the continued listing
                                                                                                                (11) Under normal market conditions,
                                                    Securities Rulemaking Board relating to                                                                         requirements.34 If a Fund is not in
                                                                                                             except for periods of high cash inflows
                                                    municipal bond trading activity for                                                                             compliance with the applicable listing
                                                                                                             or outflows, each Fund will satisfy the
                                                    surveillance purposes in connection                                                                             requirements, the Exchange will
                                                                                                             following criteria: (i) Each Fund will
                                                    with trading in the Shares.                                                                                     commence delisting procedures under
                                                       (5) Prior to the commencement of                      have a minimum of 35 Municipal
                                                                                                             Securities holdings; (ii) after a Fund has             NYSE Arca Equities Rule 5.5(m).
                                                    trading, the Exchange will inform its                                                                              This approval order is based on all of
                                                    Equity Trading Permit Holders in a                       at least $100 million in assets, it will
                                                                                                             have a minimum of 75 Municipal                         the Exchange’s representations,
                                                    Bulletin of the special characteristics
                                                                                                             Securities holdings; (iii) with respect to             including those set forth above and in
                                                    and risks associated with trading the
                                                                                                             75% of each Fund’s total assets, no                    the Notice, and the Exchange’s
                                                    Shares. Specifically, the Bulletin will
                                                                                                             single Municipal Securities issuer will                description of the Funds. The
                                                    discuss (a) the procedures for purchases
                                                                                                             account for more than 3% of the weight                 Commission notes that the Funds and
                                                    and redemptions of Shares in creation
                                                                                                             of a Fund’s portfolio; for the remaining               the Shares must comply with the
                                                    unit aggregations (and that Shares are
                                                                                                             portion of each Fund’s assets, no single               requirements of NYSE Arca Equities
                                                    not individually redeemable); (b) NYSE
                                                                                                             Municipal Securities issuer will account               Rule 8.600 to be listed and traded on the
                                                    Arca Equities Rule 9.2(a), which
                                                                                                             for more than 6% of the weight of a                    Exchange.
                                                    imposes a duty of due diligence on its
                                                                                                             Fund’s portfolio; (iv) each Fund will                     For the foregoing reasons, the
                                                    Equity Trading Permit Holders to learn
                                                    the essential facts relating to every                    limit its investments in Municipal                     Commission finds that the proposed
                                                    customer prior to trading the Shares; (c)                Securities of any one state to 15% of a                rule change is consistent with Section
                                                    the risks involved in trading the Shares                 Fund’s total assets and will be                        6(b)(5) of the Act 35 and the rules and
                                                    during the Early and Late Trading                        diversified among issuers in at least 10               regulations thereunder applicable to a
                                                    Sessions when an updated IOPV will                       states; and (v) each Fund will limit its               national securities exchange.
                                                    not be calculated or publicly                            investments in Municipal Securities in                 IV. Conclusion
                                                    disseminated; (d) how information                        any single sector to 25% of a Fund’s
                                                                                                             total assets.                                            It is therefore ordered, pursuant to
                                                    regarding the IOPV and the Disclosed
                                                                                                                (12) Each Fund may hold up to an                    Section 19(b)(2) of the Act,36 that the
                                                    Portfolio is disseminated; (e) the
                                                    requirement that Equity Trading Permit                   aggregate amount of 15% of its net                     proposed rule change (SR–NYSEArc–
                                                    Holders deliver a prospectus to                          assets in illiquid assets (calculated at               2017–48), as modified by Amendment
                                                    investors purchasing newly issued                        the time of investment), consistent with               No. 1 thereto, be, and it hereby is,
                                                    Shares prior to or concurrently with the                 Commission guidance. Each Fund will                    approved.
                                                    confirmation of a transaction; and (f)                   monitor its portfolio liquidity on an
                                                                                                                                                                      34 The Commission notes that certain other
                                                    trading information. The Bulletin will                   ongoing basis to determine whether, in
                                                                                                                                                                    proposals for the listing and trading of Managed
                                                    discuss any exemptive, no-action, and                    light of current circumstances, an                     Fund Shares include a representation that the
                                                    interpretive relief granted by the                       adequate level of liquidity is being                   exchange will ‘‘surveil’’ for compliance with the
                                                    Commission from any rules under the                      maintained, and will consider taking                   continued listing requirements. See, e.g., Securities
                                                                                                                                                                    Exchange Act Release No. 78005 (Jun. 7, 2016), 81
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                                                    Act. The Bulletin will also disclose that                appropriate steps in order to maintain
                                                                                                                                                                    FR 38247 (Jun. 13, 2016) (SR–BATS–2015–100). In
                                                    the NAV for the Shares will be                           adequate liquidity if, through a change                the context of this representation, it is the
                                                    calculated after 4:00 p.m., Eastern Time                 in values, net assets, or other                        Commission’s view that ‘‘monitor’’ and ‘‘surveil’’
                                                    each trading day.                                        circumstances, more than 15% of a                      both mean ongoing oversight of a fund’s compliance
                                                       (6) For initial and continued listing,                Fund’s net assets are held in illiquid                 with the continued listing requirements. Therefore,
                                                                                                                                                                    the Commission does not view ‘‘monitor’’ as a more
                                                    the Funds must be in compliance with                     assets. Illiquid assets include securities             or less stringent obligation than ‘‘surveil’’ with
                                                    Rule 10A–3 under the Act.33                              subject to contractual or other                        respect to the continued listing requirements.
                                                                                                             restrictions on resale and other                         35 15 U.S.C. 78f(b)(5).
                                                      33 See   17 CFR 240.10A–3.                             instruments that lack readily available                  36 15 U.S.C. 78s(b)(2)




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                                                                                     Federal Register / Vol. 82, No. 111 / Monday, June 12, 2017 / Notices                                                   26975

                                                      For the Commission, by the Division of                  http://www.regulations.gov, as                         FOR FURTHER INFORMATION CONTACT:      Ms.
                                                    Trading and Markets, pursuant to delegated                described in the system of records                     Raegan Ball, Program Development
                                                    authority.37                                              notice (DOT/ALL–14 FDMS), which can                    Team Leader, FHWA Division Office,
                                                    Brent J. Fields,                                          be reviewed at http://www.dot.gov/                     3220 West Edgewood, Suite H, Jefferson
                                                    Secretary.                                                privacy.                                               City, MO 65109, Telephone: (573) 638–
                                                    [FR Doc. 2017–12043 Filed 6–9–17; 8:45 am]                  Docket: Background documents or                      2620; or Mr. Ed Hassinger, Chief
                                                    BILLING CODE 8011–01–P                                    comments received may be read at                       Engineer, Missouri Department of
                                                                                                              http://www.regulations.gov at any time.                Transportation, 105 W. Capitol Avenue,
                                                                                                              Follow the online instructions for                     Jefferson City, MO 65102, Telephone:
                                                    DEPARTMENT OF TRANSPORTATION                              accessing the docket or go to the Docket               (573) 751–3692. Questions may also be
                                                                                                              Operations in Room W12–140 of the                      directed to the Local Public Agency
                                                    Federal Aviation Administration                           West Building Ground Floor at 1200                     sponsor by contacting Mr. Adam
                                                                                                              New Jersey Avenue SE., Washington,                     Spector, Transportation Studies Project
                                                    [Summary Notice No. PE–2017–40]
                                                                                                              DC, between 9 a.m. and 5 p.m., Monday                  Manager, St. Louis County Department
                                                    Petition for Exemption; Summary of                        through Friday, except Federal holidays.               of Transportation, 1050 N. Lindbergh,
                                                    Petition Received                                         FOR FURTHER INFORMATION CONTACT:                       Clayton, Missouri 63132, Telephone:
                                                                                                              Lynette Mitterer, ANM–113, Federal                     (314) 615–8594.
                                                    AGENCY:  Federal Aviation                                 Aviation Administration, 1601 Lind                     SUPPLEMENTARY INFORMATION: The
                                                    Administration (FAA), DOT.                                Avenue SW., Renton, WA 98057–3356,                     FHWA, in cooperation with the
                                                    ACTION: Notice of petition for exemption                  email Lynette.Mitterer@faa.gov, phone                  Missouri Department of Transportation
                                                    received.                                                 (425) 227–1047; or Alphonso                            (MoDOT) and the St. Louis County
                                                                                                              Pendergrass, ARM–200, Office of                        Department of Transportation,
                                                    SUMMARY:   This notice contains a                         Rulemaking, Federal Aviation                           published a notice of intent to prepare
                                                    summary of a petition seeking relief                      Administration, 800 Independence                       an EIS in the Federal Register dated
                                                    from specified requirements of Federal                    Avenue SW., Washington, DC 20591,                      September 13, 2011 (76 FR 56492) to
                                                    Aviation Regulations. The purpose of                      email alphonso.pendergrass@faa.gov,                    investigate potential corridor
                                                    this notice is to improve the public’s                    phone (202) 267–4713.                                  improvements for Missouri Bottom
                                                    awareness of, and participation in, this                    This notice is published pursuant to                 Road, Aubuchon Road, and Charbonier
                                                    aspect of the FAA’s regulatory activities.                14 CFR 11.85.                                          Road in St. Louis County, Missouri.
                                                    Neither publication of this notice nor
                                                                                                                Issued in Renton, Washington, on June 5,                Due to a lack of long-term funding for
                                                    the inclusion or omission of information                  2017.                                                  construction of the draft preferred
                                                    in the summary is intended to affect the
                                                                                                              Victor Wicklund,                                       alternative, the project has been put on
                                                    legal status of the petition or its final
                                                                                                              Manager, Transport Standards Staff.                    hold indefinitely. At this time, there are
                                                    disposition.
                                                                                                                                                                     no plans to prepare a Final EIS for this
                                                    DATES:  Comments on this petition must                    Petition for Exemption
                                                                                                                                                                     project.
                                                    identify the petition docket number                         Docket No.: FAA–2017–0571.                              Comments or questions concerning
                                                    involved and must be received on or                         Petitioner: Textron Aviation Inc.                    this notice should be directed to FHWA,
                                                    before July 3, 2017.                                        Section of 14 CFR Affected: § 25.815.                MoDOT, or St. Louis County
                                                                                                                Description of Relief Sought: Allow the 20-
                                                    ADDRESSES: Send comments identified                       inch minimum passenger aisle width to be
                                                                                                                                                                     Department of Transportation at the
                                                    by docket number FAA–2017–0571                            reduced to 15 inches for cabin configurations          addresses provided above.
                                                    using any of the following methods:                       with up to 12 passenger seats for Textron                Issued on: May 4, 2017.
                                                      • Federal eRulemaking Portal: Go to                     Aviation Model 700 airplanes.                          Kevin Ward,
                                                    http://www.regulations.gov and follow                     [FR Doc. 2017–12027 Filed 6–9–17; 8:45 am]             Division Administrator, Jefferson City,
                                                    the online instructions for sending your                  BILLING CODE 4910–13–P                                 Missouri.
                                                    comments electronically.                                                                                         [FR Doc. 2017–12081 Filed 6–9–17; 8:45 am]
                                                      • Mail: Send comments to Docket
                                                                                                                                                                     BILLING CODE 4910–22–P
                                                    Operations, M–30; U.S. Department of                      DEPARTMENT OF TRANSPORTATION
                                                    Transportation (DOT), 1200 New Jersey
                                                    Avenue SE., Room W12–140, West                            Federal Highway Administration
                                                                                                                                                                     DEPARTMENT OF TRANSPORTATION
                                                    Building Ground Floor, Washington, DC
                                                    20590–0001.                                               Environmental Impact Statement: St.
                                                                                                                                                                     Federal Motor Carrier Safety
                                                      • Hand Delivery or Courier: Take                        Louis County, Missouri
                                                                                                                                                                     Administration
                                                    comments to Docket Operations in                          AGENCY: Federal Highway
                                                    Room W12–140 of the West Building                                                                                [Docket No. FMCSA–2014–0406]
                                                                                                              Administration (FHWA), DOT.
                                                    Ground Floor at 1200 New Jersey                           ACTION: Notice of intent.                              Commercial Driver’s License
                                                    Avenue SE., Washington, DC, between 9                                                                            Standards: C.R. England, Inc.;
                                                    a.m. and 5 p.m., Monday through                           SUMMARY:   The FHWA is issuing this
                                                                                                                                                                     Granting of Renewal of Exemption
                                                    Friday, except Federal holidays.                          notice to advise the public that an
                                                      • Fax: Fax comments to Docket                           Environmental Impact Statement (EIS)                   AGENCY:  Federal Motor Carrier Safety
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    Operations at 202–493–2251.                               will not be prepared for proposed                      Administration (FMCSA), DOT.
                                                      Privacy: In accordance with 5 U.S.C.                    improvements to the corridor generally                 ACTION: Notice of renewal of exemption;
                                                    553(c), DOT solicits comments from the                    following the existing pathway created                 request for comments.
                                                    public to better inform its rulemaking                    by Missouri Bottom Road, Aubuchon
                                                    process. DOT posts these comments,                        Road, and Charbonier Road between                      SUMMARY:   FMCSA announces its
                                                    without edit, including any personal                      Earth City Expressway and                              decision to renew an exemption for C.R.
                                                    information the commenter provides, to                    Howdershell/Shackelford Road in                        England, Inc. (C.R. England)
                                                                                                              northwestern St. Louis County,                         requirements that a commercial
                                                      37 17   CFR 200.30–3(a)(12).                            Missouri.                                              learner’s permit (CLP) holder is always


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Document Created: 2017-06-10 01:40:49
Document Modified: 2017-06-10 01:40:49
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 26970 

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