82_FR_40981 82 FR 40816 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change to List and Trade the Shares of the U.S. Equity Cumulative Dividends Fund-Series 2027 and the U.S. Equity Ex-Dividend Fund-Series 2027 Under NYSE Arca Equities Rule 8.200, Commentary .02

82 FR 40816 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change to List and Trade the Shares of the U.S. Equity Cumulative Dividends Fund-Series 2027 and the U.S. Equity Ex-Dividend Fund-Series 2027 Under NYSE Arca Equities Rule 8.200, Commentary .02

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 165 (August 28, 2017)

Page Range40816-40823
FR Document2017-18125

Federal Register, Volume 82 Issue 165 (Monday, August 28, 2017)
[Federal Register Volume 82, Number 165 (Monday, August 28, 2017)]
[Notices]
[Pages 40816-40823]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-18125]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81453; File No. SR-NYSEArca-2017-88]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change to List and Trade the Shares of the U.S. Equity 
Cumulative Dividends Fund--Series 2027 and the U.S. Equity Ex-Dividend 
Fund--Series 2027 Under NYSE Arca Equities Rule 8.200, Commentary .02

August 22, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on August 8, 2017, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade the shares of the following 
under NYSE Arca Equities Rule 8.200, Commentary .02 (``Trust Issued 
Receipts''): The U.S. Equity Cumulative Dividends Fund--Series 2027 and 
the U.S. Equity Ex-Dividend Fund--Series 2027. The proposed change is 
available on the Exchange's Web site at www.nyse.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
following under NYSE Arca Equities Rule 8.200, Commentary .02, which 
governs the listing and trading of Trust Issued Receipts: U.S. Equity 
Cumulative Dividends Fund--Series 2027 (the ``Dividend Fund'') and U.S. 
Equity Ex-Dividend Fund--Series 2027 (the ``Ex-Dividend Fund'', and 
together with the Dividend Fund, the ``Funds'' and each, a 
``Fund'').\4\
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    \4\ Commentary .02 to NYSE Arca Equities Rule 8.200 applies to 
Trust Issued Receipts that invest in ``Financial Instruments.'' The 
term ``Financial Instruments,'' as defined in Commentary .02(b)(4) 
to NYSE Arca Equities Rule 8.200, means any combination of 
investments, including cash; securities; options on securities and 
indices; futures contracts; options on futures contracts; forward 
contracts; equity caps, collars, and floors; and swap agreements.
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    Each Fund will be a series of Metaurus Equity Component Trust (the 
``Trust''), a Delaware statutory trust.\5\

[[Page 40817]]

Metaurus Advisors LLC (``Metaurus'' or the ``Sponsor'') will be the 
sponsor, commodity pool operator and commodity trading advisor of each 
Fund. SEI Investments Global Fund Services, (``SEI'' or the 
``Administrator''), will be the Funds' Administrator. The Administrator 
will be responsible for the day-to-day administration of the Trust and 
the Funds, which includes valuing all of the portfolio holdings of the 
Funds and calculating the net asset value (``NAV'') of the Funds. Brown 
Brothers Harriman & Co. (``BBH&Co.'') will serve as registrar and 
transfer agent for the Funds as well as custodian (the ``Custodian'') 
for the Funds.
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    \5\ On June 9, 2017, the Trust submitted to the Commission its 
draft registration statement on Form S-1 (the ``Registration 
Statement'') under the Securities Act of 1933 (15 U.S.C. 77a) 
(``Securities Act''). The Jumpstart Our Business Startups Act, 
enacted on April 5, 2012, added Section 6(e) to the Securities Act. 
Section 6(e) of the Securities Act provides that an ``emerging 
growth company'' may confidentially submit to the Commission a draft 
registration statement for confidential, non-public review by the 
Commission staff prior to public filing, provided that the initial 
confidential submission and all amendments thereto shall be publicly 
filed not later than 21 days before the date on which the issuer 
conducts a road show, as such term is defined in Securities Act Rule 
433(h)(4). An emerging growth company is defined in Section 2(a)(19) 
of the Securities Act as an issuer with less than $1,000,000,000 
total annual gross revenues during its most recently completed 
fiscal year. The Trust meets the definition of an emerging growth 
company and consequently has submitted its Form S-1 Registration 
Statement on a confidential basis with the Commission.
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    Each Fund is a commodity pool as defined in the Commodity Exchange 
Act \6\ and the applicable regulations of the Commodity Futures Trading 
Commission (``CFTC'').
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    \6\ 7 U.S.C. 1a(10).
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U.S. Equity Cumulative Dividends Fund--Series 2027
    According to the Registration Statement, the Dividend Fund will 
seek investment results that, before fees and expenses, correspond to 
the performance of the Solactive U.S. Equity Cumulative Dividends 
Index--Series 2027 (the ``Solactive Dividend Index''). The Dividend 
Fund will be a term fund that will terminate on or prior to December 
31, 2027.
    The Dividend Fund will seek to provide shareholders of the Dividend 
Fund with returns designed to replicate the dividends on constituent 
companies of the S&P 500 Index (``S&P 500''), without exposure to the 
underlying securities. The value of the Dividend Fund's Shares will be 
affected by both the current level of such dividends and general 
expectations in the market regarding the future levels of such 
dividends.
    The Dividend Fund intends primarily to invest its assets in the 
component instruments of the Solactive Dividend Index, as well as cash 
and cash equivalents.\7\ The component instruments of the Solactive 
Dividend Index consist of U.S. Treasury Securities (``Treasury 
Securities'') and long positions in annual futures contracts listed on 
the Chicago Mercantile Exchange (``CME'') that provide exposure to 
dividends paid on the S&P 500 constituent companies (``Annual S&P 500 
Dividend Futures Contracts'' \8\) pro rata for each year of the life of 
the Dividend Fund. As a result, in addition to the Treasury Securities, 
cash and/or cash equivalents, the Dividend Fund is initially expected 
to hold each of the Annual S&P 500 Dividend Futures Contracts that are 
traded and expire during its ten-year term. Each year thereafter, until 
December 2027 when the Dividend Fund will terminate, the Dividend Fund 
will hold one less Annual S&P 500 Dividend Futures Contract due to 
expiry of the prior year's contract.
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    \7\ For purposes of this filing, cash equivalents are short-term 
instruments with maturities of less than three months and shall 
include the following: (i) Certificates of deposit issued against 
funds deposited in a bank or savings and loan association; (ii) 
bankers' acceptances, which are short-term credit instruments used 
to finance commercial transactions; (iii) repurchase agreements and 
reverse repurchase agreements; (iv) bank time deposits, which are 
monies kept on deposit with banks or savings and loan associations 
for a stated period of time at a fixed rate of interest; (v) 
commercial paper, which are short-term unsecured promissory notes; 
(vi) Treasury Securities, and (vii) money market funds, including 
exchange-traded funds (``ETFs''). For purposes of this filing, ETFs 
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). The ETFs all will be listed and 
traded in the U.S. on registered exchanges. The ETFs in which a Fund 
may invest will be ETFs that invest principally in money market 
instruments. The Funds will not invest in inverse or leveraged 
(e.g., +2x, -2X) index ETFs.
    \8\ The Dividend Fund will hold the following Annual S&P 500 
Dividend Futures Contracts: S&P 500 Annual Dividend Index Futures 
with annual expiry of 2018, 2019, 2020, 2021, 2022, 2023, 2024, 
2025, 2026, and 2027. CME Group, Inc. is a member of the Intermarket 
Surveillance Group (``ISG''). See note 20, infra.
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    The Dividend Fund expects to pay monthly cash distributions to its 
Shareholders throughout each calendar year. Such distributions shall, 
on an annual basis, before fees and expenses, equal all or a 
substantial portion of the Dividend Fund's NAV attributable to the 
ordinary cash dividends accumulated by the S&P 500 Dividend Points 
Index (Annual) (the ``Dividend Points Index'') for the year (as 
reflected in the current year's Annual S&P 500 Dividend Futures 
Contracts held by the Dividend Fund).
    The Dividend Fund's exposure to dividend payments will be based on 
its investments in Annual S&P 500 Dividend Futures Contracts. According 
to the Registration Statement, the value of the Annual S&P 500 Dividend 
Futures Contracts, on which the value of the Dividend Fund will be 
based, will tend to increase if the actual dividends paid or expected 
to be paid by S&P 500 constituent companies in the periods tracked by 
the Annual S&P 500 Dividend Futures Contracts increase. The value of 
the Annual S&P 500 Dividend Futures Contracts will tend to decrease if 
the actual dividends paid or expected to be paid by S&P 500 constituent 
companies (as measured in the current year by the Dividend Points 
Index) decrease in the periods tracked by the Annual S&P 500 Dividend 
Futures Contracts.
Other Dividend Fund Investments
    The Dividend Fund will invest primarily in the component 
instruments of the Solactive Dividend Index, cash and cash equivalents, 
as described above. In certain instances, however, the Dividend Fund 
may invest in quarterly S&P 500 dividend futures contracts \9\ (the 
``Quarterly S&P 500 Dividend Futures Contracts, and, together with the 
Annual S&P 500 Dividend Futures Contracts, the ``Dividend Futures 
Contracts''), rather than the Annual S&P 500 Dividend Futures Contracts 
if, in the judgment of Metaurus, utilizing such alternative maturity 
instruments would be in the best interest of the Dividend Fund (e.g., 
due to liquidity or similar market factors).
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    \9\ The Dividend Fund will hold the following Quarterly S&P 500 
Dividend Futures Contracts: S&P 500 Quarterly Dividend Index Futures 
with quarterly expiry of 2018, 2019, 2020, 2021, 2022, 2023, 2024, 
2025, 2026, and 2027. These contracts trade on the CME.
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    The Dividend Fund will not employ leverage to implement its 
investment strategy. For these purposes, we interpret leverage to mean 
use of loans, borrowings and extensions of credit from third parties 
for the purchase of investments. The Dividend Fund may, however, enter 
into short-term loans and reverse repurchase agreements for liquidity 
purposes, including to fund distributions. The Dividend Fund will 
purchase all investments at market prices through the in-kind creation 
process or in the market place at the then-market price. Although the 
Dividend Fund will not employ the type of investment leverage described 
above, it will hold investment instruments that are described as having 
embedded leverage. For example, the futures contracts that the Dividend 
Fund will invest in could be described as having embedded leverage, 
because the

[[Page 40818]]

notional amount of the contracts will exceed the cash or assets 
required to establish or maintain such futures contract positions. Such 
embedded leverage is designed to be fully defeased by the Dividend 
Fund's Treasury Securities.
The Solactive Dividend Index
    The Solactive Dividend Index is owned, maintained, calculated and 
distributed by Solactive AG, which is an independent index sponsor and 
data provider (the ``Calculation Agent'' or ``Solactive''). According 
to the Registration Statement, the value of the Solactive Dividend 
Index is affected by the ordinary cash dividends that have been paid to 
date by constituent companies in the S&P 500 in the applicable period 
and the expectations of investors regarding the dividends to be paid by 
constituent companies in the S&P 500. The Annual S&P 500 Dividend 
Futures Contracts use the Dividend Points Index to track the cumulative 
amount of ordinary dividends paid by constituent companies in the S&P 
500 in the current yearly period. The Dividend Points Index resets to 
zero on the third Friday of each December contemporaneously with the 
expiration of the applicable Annual S&P 500 Dividend Futures Contract. 
The Solactive Dividend Index is a price only index.
    The Solactive Dividend Index aims to represent the discounted 
present value of all listed Annual S&P 500 Dividend Futures Contracts 
out to and including the December 2027 Annual S&P 500 Dividend Futures 
Contract. To accomplish this, each Annual S&P 500 Dividend Futures 
Contract market price will be discounted by using the computed yield of 
a specified Treasury Security with a similar or prior maturity date as 
the corresponding Annual S&P 500 Dividend Futures Contract expiry. 
After annual expiry of an Annual S&P 500 Dividend Futures Contract, 
such futures contract and its corresponding Treasury Security will be 
removed from the Solactive Dividend Index during the annual rebalancing 
of the Solactive Dividend Index.
    The Solactive Dividend Index is calculated and published in USD via 
the price marketing services of Boerse Stuttgart AG based on the prices 
of the components (``Index Components'') on the applicable listing 
exchanges posted by quotation services or otherwise as determined by 
Solactive. The most recent prices of all Index Components are used. 
Should there be no current price posted on the applicable price source, 
such as Reuters, Solactive will use the most recent price shown for 
such investment on Reuters for the preceding trading day in making the 
calculation. The Solactive Dividend Index is widely disseminated every 
15 seconds on each ``Business Day'' \10\ by major market data vendors 
during the NYSE Arca's Core Trading Session.
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    \10\ A Business Day is any day on which the NYSE Arca is open 
for business, including any partial-day opening.
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    The Solactive Dividend Index does not weigh the values of the 
components.
    The Solactive Dividend Index is intended to be a static index in 
that the composition of the Solactive Dividend Index should not be 
expected to change after the Solactive Dividend Index has been 
originally constituted. A committee composed of staff from Solactive is 
responsible for decisions regarding the composition of the Solactive 
Dividend Index as well as any amendments to the index calculation 
methodology. Members of the committee can recommend changes to the 
index calculation methodology for calculating the Solactive Dividend 
Index and submit them to the committee for approval.\11\
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    \11\ Members of the committee are subject to procedures designed 
to prevent the use and dissemination of material nonpublic 
information regarding changes to the Solactive Dividend Index and 
the Solactive Ex-Dividend Index.
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    All or a portion of the methodologies and algorithms used to 
calculate the Solactive Dividend Index are covered by one or more 
pending U.S. patents. The Sponsor developed the algorithm on which the 
Solactive Dividend Index is based and licensed it to Solactive. 
Solactive is not affiliated with the Sponsor and is solely responsible 
for calculating the Solactive Dividend Index.
    All specifications and information relevant for calculating the 
Solactive Dividend Index are made available at http://www.solactive.de.
U.S. Equity Ex-Dividend Fund--Series 2027
    According to the Registration Statement, the Ex-Dividend Fund will 
seek investment results that, before fees and expenses, correspond to 
the performance of the Solactive U.S. Equity Ex-Dividend Index--Series 
2027 (the ``Solactive Ex-Dividend Index'', and together with the 
Solactive Dividend Index, the ``Underlying Indexes''). The Ex-Dividend 
Fund will be a term fund that will terminate on or prior to December 
31, 2027. The Ex-Dividend Fund will seek to provide shareholders of the 
Ex-Dividend Fund with returns that are equivalent to the performance of 
the SPDR[supreg] S&P 500[supreg] ETF (``SPDRs'') \12\ less the value of 
current and future expected dividends on the S&P 500 constituent 
companies over the term of the Ex-Dividend Fund.
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    \12\ Shares of SPDRs are listed and traded on the Exchange 
pursuant to NYSE Arca Equities Rule 8.100 (Portfolio Depositary 
Receipts).
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    The Solactive Ex-Dividend Index tracks the performance of SPDRs 
together with the performance of short positions in the Annual S&P 500 
Dividend Futures Contracts for each year from the Ex-Dividend Fund's 
launch date through December 2027.
    In seeking to track the Solactive Ex-Dividend Index, the Ex-
Dividend Fund intends to replicate the returns of SPDRs through owning 
long positions in quarterly S&P 500 Index futures contracts (the 
``Quarterly S&P 500 Index Futures Contracts'') rather than shares of 
SPDRs.\13\ Additionally, the Ex-Dividend Fund intends to track the 
performance of the Solactive Ex-Dividend Index by selling Annual S&P 
500 Dividend Futures Contracts out to the maturity date of the Ex-
Dividend Fund. The Ex-Dividend will also hold Treasury Securities, cash 
and/or cash equivalents. The Ex-Dividend Fund does not intend to hold 
shares of SPDRs or any other ETF (other than a money market fund ETF).
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    \13\ The Quarterly S&P 500 Index Futures Contracts include: (i) 
S&P 500 Futures; and (ii) E-mini S&P 500 Futures. These contracts 
trade on the CME.
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Other Ex-Dividend Fund Investments
    The Ex-Dividend Fund will primarily invest in Quarterly S&P 500 
Index Futures Contracts as described above. In certain instances, 
however, the Ex-Dividend Fund may invest in (i) annual S&P 500 Index 
futures contracts \14\ (the ``Annual S&P 500 Index Futures Contracts'', 
and, together with the Quarterly S&P 500 Index Futures Contracts, the 
``Index Futures Contracts'') and (ii) Quarterly S&P 500 Dividend 
Futures Contracts, in each case, if, in the judgment of Metaurus, 
utilizing such alternative maturity instruments would be in the best 
interest of the Ex-Dividend Fund (e.g., due to liquidity, arbitrage 
pricing or similar market factors).
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    \14\ These contracts trade on the CME.
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    The Ex-Dividend Fund will not employ leverage to implement its 
investment strategy. For these purposes, we interpret leverage to mean 
use of loans, borrowings and extensions of credit from third parties 
for the purchase of investments. The Ex-Dividend Fund may, however, 
enter into short-term loans and reverse repurchase agreements for 
liquidity purposes. The Ex-Dividend Fund will

[[Page 40819]]

purchase all investments at market prices through the in-kind creation 
process or in the market place at the then-market price. Although the 
Ex-Dividend Fund will not employ the type of investment leverage 
described above, it will hold investment instruments that are described 
as having embedded leverage. For example, the futures contracts that 
the Ex-Dividend Fund will invest in could be described as having 
embedded leverage, because the notional amount of the contracts will 
exceed the cash or assets required to establish or maintain such 
futures contract positions. Such embedded leverage is designed to be 
fully defeased by the Ex-Dividend Fund's Treasury Securities.
The Solactive Ex-Dividend Index
    According to the Registration Statement, the Solactive Ex-Dividend 
Index aims to represent the current value of 0.5 shares of SPDRs, less 
the current value of ordinary cash dividends expected to be paid on the 
S&P 500, until the Ex-Dividend Fund's maturity. The current value of 
such dividends is represented by the Solactive Dividend Index. The 
Solactive Dividend Index aims to represent the discounted present value 
of all listed Annual S&P 500 Dividend Futures Contracts out to and 
including the December 2027 Annual S&P 500 Dividend Futures Contracts 
expiry.
    The Solactive Ex-Dividend Index includes shares of SPDRs and short 
positions in Annual S&P 500 Dividend Futures Contracts for each year 
from the Ex-Dividend Fund's launch date through December 2027.
    The Solactive Ex-Dividend Index is an index of Solactive and is 
owned, maintained, calculated and distributed by Solactive. The 
Solactive Ex-Dividend Index is a price-only index.
    The Solactive Ex-Dividend Index is calculated and published in USD 
via the price marketing services of Boerse Stuttgart AG based on the 
prices of the Index Components on the applicable listing exchanges 
posted by quotation services or otherwise as determined by Solactive. 
The most recent prices of all Index Components are used. Should there 
be no current price posted on the applicable price source, such as 
Reuters, Solactive will use the most recent price shown for such 
investment on Reuters for the preceding trading day in making the 
calculation. The Solactive Ex-Dividend Index is widely disseminated 
every 15 seconds on each Business Day by major market data vendors 
during the NYSE Arca's Core Trading Session.
    Because the Solactive Ex-Dividend Index tracks the performance of 
0.5 Shares of SPDRs and sums up the discounted values of the Annual S&P 
500 Dividend Futures Contracts, no weighting is applied.
    The Solactive Ex-Dividend Index is intended to be a static index in 
that the composition of the Solactive Ex-Dividend Index should not be 
expected to change after the Solactive Ex-Dividend Index has been 
originally constituted. A committee composed of staff from Solactive is 
responsible for decisions regarding the composition of the Solactive 
Ex-Dividend Index as well as any amendments to the index calculation 
methodology. Members of the committee can recommend changes to the 
index calculation methodology for calculating the Solactive Ex-Dividend 
Index and submit them to the committee for approval.
    All or a portion of the methodologies and algorithms used to 
calculate the Solactive Ex-Dividend Index are covered by one or more 
pending U.S. patents. The Sponsor developed the algorithm on which the 
Solactive Ex-Dividend Index is based and licensed it to Solactive. 
Solactive is not affiliated with the Sponsor and is solely responsible 
for calculating the Solactive Ex-Dividend Index.
    All specifications and information relevant for calculating the 
Solactive Ex-Dividend Index are made available at http://www.solactive.de.
Creation and Redemption of Shares
    According to the Registration Statement, the Trust will issue and 
sell Shares of a Fund in one or more block size aggregations of 100,000 
Shares (each, a ``Basket'') on a continuous basis through the 
Distributor at a Fund's NAV next determined after receipt, on any 
Business Day, of an order in proper form. The size of a Basket is 
subject to change. Proceeds received by the Funds from the issuance and 
sale of Baskets will consist of cash, in the case of a cash creation, 
or futures contracts, Treasury Securities and other financial 
instruments designed to track such Fund's Underlying Index (``Deposit 
Instruments''), together with the deposit of a specified cash payment 
(``Cash Component''), in the case of an in-kind creation, as described 
below. The Cash Component is the difference between the NAV 
attributable to a Basket and the aggregate market value of the Deposit 
Instruments exchanged for the Basket. The party conveying instruments 
with the lower value will pay to the other such difference. A 
difference may occur where the market value of the Deposit Instruments, 
as applicable, changes relative to the NAV of a Fund due to the fact 
that a position cannot be transferred in kind, instruments cannot be 
broken up, minor differences due to rounding or due to a rebalancing of 
a Fund to match the Underlying Index. The cash amount announced by a 
Fund at the beginning of each day is a Fund's estimate of the actual 
cash amount. In the case of a cash creation, the Funds intend to use 
the cash to purchase Deposit Instruments.
    The consideration for purchase of a Basket of Shares of the Funds 
will generally be conducted on an in-kind basis through an exchange for 
related positions transactions, effected pursuant to the rules of the 
CME (an ``EFRP''). The EFRP will consist of the exchange between the 
Funds and their Authorized Participants (as defined below) of Deposit 
Instruments (comprised of futures contracts, Treasury Securities and 
the Cash Component) for Shares. Together, the Deposit Instruments and 
the Cash Component constitute the ``Portfolio Deposit,'' which 
represents the minimum initial and subsequent investment amount for a 
Basket of a Fund.\15\
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    \15\ According to the Registration Statement, because the Funds 
hold futures contracts, the exchange of these instruments will be 
conducted in accordance with the rules of the CME. In connection 
with an EFRP, the ``Authorized Participant'' (as defined below) 
would be required to deliver to a Fund, through a Fund's Clearing 
Futures Commission Merchant, futures contracts and Treasury 
Securities, replicating a pro rata slice of a Fund's portfolio 
invested in those instruments and the Cash Component, together 
having a value equal to the NAV of the Basket, in exchange for 
delivery to the Authorized Participant, through DTC, of the Basket.
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    According to the Registration Statement, the Funds reserve the 
right to permit or require the substitution of an amount of cash (a 
``cash in lieu'' amount) to be added to the Cash Component to replace 
any Deposit Instrument which may not be available in sufficient 
quantity for delivery or that is not be eligible for transfer through 
an EFRP or for other similar reasons. In this case, a Fund will utilize 
the cash in lieu amount to purchase the missing Deposit Instruments, 
which, in the case of the futures contracts, will generally be effected 
through a purchase on the CME or through a block trade, if permissible 
under CME rules for the futures contracts comprising the missing 
futures contracts, and through purchases through banks, government 
securities dealers and broker-dealers, in the case of the Treasury 
Securities.
    The Funds will make available through the National Securities 
Clearing Corporation (``NSCC'') on each Business Day, prior to the 
opening of business of the Exchange's Core Trading Session (currently 
9:30 a.m., Eastern Time

[[Page 40820]]

(``E.T.'')), the list of the names and the required amount of each 
Deposit Instrument to be included in the current Portfolio Deposit 
(based on information at the end of the previous Business Day) for the 
Funds. Such Deposit Instruments will be applicable, subject to any 
adjustments as described below, to purchases of Baskets of the Funds 
until such time as the next-announced Deposit Instruments composition 
is made available. In addition to the list of names and numbers of 
instruments constituting the current Deposit Instruments of a Portfolio 
Deposit, on each Business Day, an estimate of the Cash Component, per 
outstanding Basket of a Fund, will be made available at the same time.
    Baskets of Shares may be purchased only by or through institutions 
that (1) are registered broker-dealers and, if required in connection 
with their activities, are registered futures commission merchants, (2) 
are members of the Depository Trust Company (``DTC''), and (3) have 
entered into agreements to act as authorized participants of the Trust 
(``Authorized Participants'').
    An Authorized Participant must submit an irrevocable purchase order 
no later than the earlier of (i) 2:00 p.m., E.T. or (ii) two hours 
prior to the scheduled closing time of the Exchange's Core Trading 
Session on any Business Day in order to receive that Business Day's 
NAV.
Redemption of Shares
    Shares of the Funds may be redeemed only in Baskets at their NAV 
next determined after receipt of a redemption request in proper form by 
the Distributor.
    By placing a redemption order, an Authorized Participant agrees to 
(1) deliver the ``Redemption Basket'' to be redeemed through DTC's 
book-entry system to a Fund's account with the Custodian not later than 
3:00 p.m. E.T. on the Business Day following the effective date of the 
redemption order, and (2) if required by the Sponsor in its sole 
discretion, enter into or arrange an EFRP or block trade, or any other 
over-the-counter transaction (through itself or a designated acceptable 
broker) with a Fund for the sale of a number and type of futures 
contracts at the closing settlement price for such contracts on the 
effective date of the redemption order.
    The Funds will make available through the NSCC prior to the opening 
of the NYSE Arca's Core Trading Session (currently 9:30 a.m., E.T.) on 
each Business Day, the identity and number of ``Deposit Instruments'' 
that will be applicable (subject to possible amendment or correction) 
to redemption requests received in proper form on that day. Deposit 
Instruments received on redemption may not be identical to Deposit 
Instruments that are applicable to creation of Baskets. Unless cash 
redemptions are available or specified for a Fund, the redemption 
proceeds for a Basket generally will consist of Deposit Instruments on 
the Business Day of the request for redemption, plus cash in an amount 
equal to the difference between the NAV of the Shares being redeemed, 
as next determined after a receipt of a request in proper form, and the 
value of the Deposit Instruments, less a fixed redemption transaction 
fee.
    An Authorized Participant must submit an irrevocable redemption 
request no later than the earlier of (i) 2:00 p.m., E.T. or (ii) two 
hours prior to the scheduled closing time of the Exchange's Core 
Trading Session on any Business Day in order to receive that Business 
Day's NAV.
Net Asset Value
    The NAV per Share for a Fund will be determined by dividing the NAV 
of a Fund by the number of outstanding Shares of a Fund. The NAV of 
each Fund will be calculated as soon as practicable after the close of 
trading of the Shares on the NYSE Arca's Core Trading Session (normally 
4:00 p.m. E.T.) on each Business Day. Each Fund's NAV on a Business Day 
will be obtained by subtracting accrued expenses and other liabilities 
borne by such Fund, if any, from the total value of the assets held by 
a Fund, in each case, as of the time of calculation.
    The value of the Dividend Futures Contracts and the Index Futures 
Contracts (together, the ``S&P 500 Futures Contracts'') will be 
determined by the Administrator by using the closing or settlement 
price published by the CME or, in the case of a market disruption, the 
last traded price before settlement. Cash equivalents (with the 
exception of money market funds and ETFs) will be valued on the basis 
of broker quotes or valuations provided by a third party pricing 
service. Money market funds will be valued at NAV. ETFs will be valued 
based on the last sale price on the applicable exchange.
Indicative Fund Value
    In addition, in order to provide updated information relating to a 
Fund for use by investors and market professionals, an updated 
``Indicative Fund Value'' (``IFV'') will be calculated and disseminated 
throughout the Exchange's Core Trading Session of 9:30 a.m. E.T. to 
4:00 p.m. E.T. on each trading day. The IFV will be calculated by using 
the prior day's closing NAV per Share of a Fund as a base and updating 
that value throughout the trading day to reflect changes in the most 
recently reported trade prices for the S&P 500 Futures Contracts on the 
CME. The IFV will be disseminated on a per Share basis for each Fund 
every 15 seconds during the Exchange's Core Trading Session.
Availability of Information
    The NAV for the Funds' Shares will be disseminated daily to all 
market participants at the same time. The Exchange will make available 
on its Web site at no charge daily trading volume of the Shares of each 
Fund, closing prices of such Shares, and number of Shares outstanding. 
The intraday, closing prices, and settlement prices of the S&P 500 
Futures Contracts will be readily available from the CME Web site, 
automated quotation systems, published or other public sources, or 
major market data vendors. Pricing information for cash equivalents is 
available from major market data vendors. In addition, price 
information for ETFs is available from the applicable exchange. 
Quotation information from brokers and dealers or pricing services is 
available for Treasury Securities.
    Complete real-time data for the S&P 500 Futures Contracts is 
available by subscription through on-line information services. CME 
also provides delayed futures information on current and past trading 
sessions and market news free of charge on its Web site. Quotation and 
last-sale information regarding the Shares will be disseminated through 
the facilities of the Consolidated Tape Association (``CTA''). The IFV 
will be available through on-line information services. The S&P 500 
Futures Contracts trading prices will be disseminated by one or more 
major market data vendors every 15 seconds during the NYSE Arca's Core 
Trading Session of 9:30 a.m. to 4:00 p.m. E.T.
    In addition, the Funds' Web site, www.metaurus.com, will display 
the applicable end of day closing NAV. The daily holdings of each Fund 
will be available on the Funds' Web site before 9:30 a.m. E.T. each 
day. The Web site disclosure of portfolio holdings will be made daily 
and will include, as applicable, (i) the composite value of the total 
portfolio, (ii) the quantity and type of each holding (including the 
ticker symbol, maturity date or other identifier, if any) and other 
descriptive information, (iii) the value of each Treasury Security and 
cash

[[Page 40821]]

equivalent,\16\ and (iv) the amount of cash held in each Fund's 
portfolio. The Funds' Web site will be publicly accessible at no 
charge.
---------------------------------------------------------------------------

    \16\ Other than the futures contracts described herein and cash, 
Treasury Securities and cash equivalents are the only types of 
portfolio holdings that the Funds may hold.
---------------------------------------------------------------------------

    This Web site disclosure of each Fund's daily holdings will occur 
at the same time as the disclosure by the Trust of the daily holdings 
to Authorized Participants so that all market participants are provided 
daily holdings information at the same time. Therefore, the same 
holdings information will be provided on the public Web site as well as 
in electronic files provided to Authorized Participants. Accordingly, 
each investor will have access to the current daily holdings of each 
Fund through the Funds' Web site.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of a Fund.\17\ Trading in Shares of a Fund will 
be halted if the circuit breaker parameters in NYSE Arca Equities Rule 
7.12 have been reached. Trading also may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares of a Fund inadvisable.
---------------------------------------------------------------------------

    \17\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

    The Exchange may halt trading during the day in which an 
interruption to the dissemination of the IFV or the value of an 
Underlying Index occurs. If the interruption to the dissemination of 
the IFV, or the value of an Underlying Index persists past the trading 
day in which it occurred, the Exchange will halt trading no later than 
the beginning of the trading day following the interruption. In 
addition, if the Exchange becomes aware that the NAV with respect to 
the Shares is not disseminated to all market participants at the same 
time, it will halt trading in the Shares until such time as the NAV is 
available to all market participants.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace from 4 a.m. to 8 p.m. E.T. in accordance with 
NYSE Arca Equities Rule 7.34 (Early, Core, and Late Trading Sessions). 
The Exchange has appropriate rules to facilitate transactions in the 
Shares during all trading sessions. As provided in NYSE Arca Equities 
Rule 7.6, the minimum price variation (``MPV'') for quoting and entry 
of orders in equity securities traded on the NYSE Arca Marketplace is 
$0.01, with the exception of securities that are priced less than $1.00 
for which the MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing 
criteria under NYSE Arca Equities Rule 8.200. The trading of the Shares 
will be subject to NYSE Arca Equities Rule 8.200, Commentary .02(e), 
which sets forth certain restrictions on Equity Trading Permit 
(``ETP'') Holders acting as registered Market Makers in Trust Issued 
Receipts to facilitate surveillance. The Exchange represents that, for 
initial and continued listing, the Funds will be in compliance with 
Rule 10A-3 \18\ under the Act, as provided by NYSE Arca Equities Rule 
5.3. A minimum of 100,000 Shares of a Fund will be outstanding at the 
commencement of trading on the Exchange.
---------------------------------------------------------------------------

    \18\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    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 the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\19\ The Exchange represents that 
these procedures are adequate to properly monitor Exchange trading of 
the Shares of the Funds in all trading sessions and to deter and detect 
violations of Exchange rules and federal securities laws applicable to 
trading on the Exchange.
---------------------------------------------------------------------------

    \19\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above 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 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares and S&P 500 
Futures Contracts 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 S&P 500 Futures Contracts from such markets and other 
entities. In addition, the Exchange may obtain information regarding 
trading in the Shares and S&P 500 Futures Contracts from markets and 
other entities that are members of ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement (``CSSA'').\20\
---------------------------------------------------------------------------

    \20\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Funds may trade on markets that are members of ISG or with which the 
Exchange has in place a CSSA.
---------------------------------------------------------------------------

    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolios, indexes and reference assets, 
(b) limitations on portfolio holdings, indexes and reference assets, or 
(c) applicability of Exchange listing rules specified in this filing 
shall constitute continued listing requirements for listing the Shares 
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. 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).
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an Information Bulletin of the special characteristics 
and risks associated with trading the Shares. Specifically, the 
Information Bulletin will discuss the following: (1) The risks involved 
in trading the Shares during the Early and Late Trading Sessions when 
an updated IFV will not be calculated or publicly disseminated; (2) the 
procedures for purchases and redemptions of Shares in Baskets (and that 
Shares are not individually redeemable); (3) NYSE Arca Equities Rule 
9.2(a), which imposes a duty of due diligence on its ETP Holders to 
learn the essential facts relating to every customer prior to trading 
the Shares; (4) how information regarding the IFV is disseminated; (5) 
how information regarding portfolio holdings is

[[Page 40822]]

disseminated; (6) the requirement that ETP Holders deliver a prospectus 
to investors purchasing newly issued Shares prior to or concurrently 
with the confirmation of a transaction; and (7) trading information.
    In addition, the Information Bulletin will advise ETP Holders, 
prior to the commencement of trading, of the prospectus delivery 
requirements applicable to a Fund. The Exchange notes that investors 
purchasing Shares directly from a Fund will receive a prospectus. ETP 
Holders purchasing Shares from a Fund for resale to investors will 
deliver a prospectus to such investors. The Information Bulletin will 
also discuss any exemptive, no-action, and interpretive relief granted 
by the Commission from any rules under the Act. In addition, the 
Information Bulletin will reference that a Fund is subject to various 
fees and expenses described in the Registration Statement. The 
Information Bulletin will also reference that the CFTC has regulatory 
jurisdiction over the trading of stock index futures traded on U.S. 
markets.
    The Information Bulletin will also disclose the trading hours of 
the Shares and that the NAV for the Shares will be calculated after 
4:00 p.m. E.T. each trading day. The Information Bulletin will disclose 
that information about the Shares will be publicly available on the 
Funds' Web site.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \21\ that an exchange has rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.200. The Exchange has in place surveillance procedures that are 
adequate to properly monitor trading in the Shares of the Funds in all 
trading sessions and to deter and detect violations of Exchange rules 
and applicable federal securities laws. The Exchange or FINRA, on 
behalf of the Exchange, or both, will communicate as needed regarding 
trading in the Shares, and S&P 500 Futures Contracts 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 S&P 500 Futures 
Contracts from such markets and other entities. In addition, the 
Exchange may obtain information regarding trading in the Shares and S&P 
500 Futures Contracts from markets and other entities that are members 
of ISG or with which the Exchange has in place a CSSA. All S&P 500 
Futures Contracts are traded on CME, an ISG member. The Exchange will 
make available on its Web site daily trading volume of each of the 
Funds' Shares, closing prices of such Shares, and number of Shares 
outstanding. The intraday, closing prices, and settlement prices of the 
S&P 500 Futures Contracts will be readily available from the applicable 
exchange Web site, automated quotation systems, published or other 
public sources, or on-line information services.
    Complete real-time data for S&P 500 Futures Contracts is available 
by subscription from on-line information services. CME also provides 
delayed futures information on current and past trading sessions and 
market news free of charge on its Web site. Information regarding 
exchange-traded cash-settled options and cleared swap contracts will be 
available from the applicable exchanges and major market data vendors. 
Quotation and last-sale information regarding the Shares will be 
disseminated through the facilities of the CTA. In addition, the Funds' 
Web site will display the applicable end of day closing NAV. The daily 
holdings of each Fund will be disclosed on the Funds' Web site before 
9:30 a.m. E.T. each day. The Web site disclosure of portfolio holdings 
will be made daily and will include, as applicable, (i) the composite 
value of the total portfolio, (ii) the name and value of S&P 500 
Futures Contracts, (iii) the name and value of each Treasury Security 
and cash equivalent, and (iv) the amount of cash held in each Fund's 
portfolio.
    Moreover, prior to the commencement of trading, the Exchange will 
inform its Equity Trading Permit Holders in an Information Bulletin of 
the special characteristics and risks associated with trading the 
Shares. Trading in Shares of a Fund 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
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
additional types of Trust Issued Receipts based in part on futures 
prices that will enhance competition among market participants, to the 
benefit of investors and the marketplace. As noted above, the Exchange 
has in place surveillance procedures that are adequate to properly 
monitor trading in the Shares in all trading sessions and to deter and 
detect violations of Exchange rules and applicable federal securities 
laws.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of 
additional types of issues of Trust Issued Receipts based on futures 
indexes and that will enhance competition among market participants, to 
the benefit of investors and the marketplace.

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

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

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

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

IV. Solicitation of Comments

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

[[Page 40823]]

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2017-88 on the subject line.

Paper Comments

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

    All submissions should refer to File Number SR-NYSEArca-2017-88. 
This file number should be included on the subject line if email is 
used. To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for Web site 
viewing and printing in the Commission's Public Reference Room, 100 F 
Street NE., Washington, DC 20549 on official business days between the 
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be 
available for inspection and copying at the principal office of the 
Exchange. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
NYSEArca-2017-88 and should be submitted on or before September 18, 
2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
Eduardo A. Aleman,
Assistant Secretary.
---------------------------------------------------------------------------

    \22\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

[FR Doc. 2017-18125 Filed 8-25-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                    40816                            Federal Register / Vol. 82, No. 165 / Monday, August 28, 2017 / Notices

                                                    Act 48 and paragraph (f)(6) of Rule 19b–                   those that may be withheld from the                   I. Self-Regulatory Organization’s
                                                    4 thereunder,49 the Exchange has                           public in accordance with the                         Statement of the Terms of Substance of
                                                    designated this rule filing as non-                        provisions of 5 U.S.C. 552, will be                   the Proposed Rule Change
                                                    controversial. The Exchange has given                      available for Web site viewing and                       The Exchange proposes to list and
                                                    the Commission written notice of its                       printing in the Commission’s Public                   trade the shares of the following under
                                                    intent to file the proposed rule change,                   Reference Room, 100 F Street NE.,                     NYSE Arca Equities Rule 8.200,
                                                    along with a brief description and text                    Washington, DC 20549, on official                     Commentary .02 (‘‘Trust Issued
                                                    of the proposed rule change at least five                  business days between the hours of                    Receipts’’): The U.S. Equity Cumulative
                                                    business days prior to the date of filing                  10:00 a.m. and 3:00 p.m. Copies of the                Dividends Fund—Series 2027 and the
                                                    of the proposed rule change, or such                       filing also will be available for                     U.S. Equity Ex-Dividend Fund—Series
                                                    shorter time as designated by the                          inspection and copying at the principal               2027. The proposed change is available
                                                    Commission.                                                office of the Exchange. All comments                  on the Exchange’s Web site at
                                                       At any time within 60 days of the                       received will be posted without change;               www.nyse.com, at the principal office of
                                                    filing of the proposed rule change, the                    the Commission does not edit personal                 the Exchange, and at the Commission’s
                                                    Commission summarily may                                   identifying information from                          Public Reference Room.
                                                    temporarily suspend such rule change if                    submissions. You should submit only
                                                    it appears to the Commission that such                     information that you wish to make                     II. Self-Regulatory Organization’s
                                                    action is: (1) Necessary or appropriate in                 available publicly. All submissions                   Statement of the Purpose of, and
                                                    the public interest; (2) for the protection                should refer to File Number SR–                       Statutory Basis for, the Proposed Rule
                                                    of investors; or (3) otherwise in                          BatsEDGX–2017–34 and should be                        Change
                                                    furtherance of the purposes of the Act.                    submitted on or before September 18,                     In its filing with the Commission, the
                                                    If the Commission takes such action, the                   2017.                                                 self-regulatory organization included
                                                    Commission shall institute proceedings                                                                           statements concerning the purpose of,
                                                    to determine whether the proposed rule                       For the Commission, by the Division of
                                                                                                               Trading and Markets, pursuant to delegated
                                                                                                                                                                     and basis for, the proposed rule change
                                                    should be approved or disapproved.                                                                               and discussed any comments it received
                                                                                                               authority.50
                                                    IV. Solicitation of Comments                                                                                     on the proposed rule change. The text
                                                                                                               Eduardo A. Aleman,
                                                                                                                                                                     of those statements may be examined at
                                                      Interested persons are invited to                        Assistant Secretary.                                  the places specified in Item IV below.
                                                    submit written data, views, and                            [FR Doc. 2017–18127 Filed 8–25–17; 8:45 am]           The Exchange has prepared summaries,
                                                    arguments concerning the foregoing,                                                                              set forth in sections A, B, and C below,
                                                                                                               BILLING CODE 8011–01–P
                                                    including whether the proposed rule                                                                              of the most significant parts of such
                                                    change is consistent with the Act.                                                                               statements.
                                                    Comments may be submitted by any of                        SECURITIES AND EXCHANGE
                                                    the following methods:                                                                                           A. Self-Regulatory Organization’s
                                                                                                               COMMISSION
                                                                                                                                                                     Statement of the Purpose of, and the
                                                    Electronic Comments
                                                                                                                                                                     Statutory Basis for, the Proposed Rule
                                                      • Use the Commission’s Internet                          [Release No. 34–81453; File No. SR–                   Change
                                                    comment form (http://www.sec.gov/                          NYSEArca–2017–88]
                                                    rules/sro.shtml); or                                                                                             1. Purpose
                                                      • Send an email to rule-comments@                        Self-Regulatory Organizations; NYSE                      The Exchange proposes to list and
                                                    sec.gov. Please include File Number SR–                    Arca, Inc.; Notice of Filing of Proposed              trade shares (‘‘Shares’’) of the following
                                                    BatsEDGX–2017–34 on the subject line.                      Rule Change to List and Trade the                     under NYSE Arca Equities Rule 8.200,
                                                                                                               Shares of the U.S. Equity Cumulative                  Commentary .02, which governs the
                                                    Paper Comments                                             Dividends Fund—Series 2027 and the                    listing and trading of Trust Issued
                                                       • Send paper comments in triplicate                     U.S. Equity Ex-Dividend Fund—Series                   Receipts: U.S. Equity Cumulative
                                                    to Secretary, Securities and Exchange                      2027 Under NYSE Arca Equities Rule                    Dividends Fund—Series 2027 (the
                                                    Commission, 100 F Street NE.,                              8.200, Commentary .02                                 ‘‘Dividend Fund’’) and U.S. Equity Ex-
                                                    Washington, DC 20549–1090.                                                                                       Dividend Fund—Series 2027 (the ‘‘Ex-
                                                    All submissions should refer to File                       August 22, 2017.
                                                                                                                                                                     Dividend Fund’’, and together with the
                                                    Number SR–BatsEDGX–2017–34. This                              Pursuant to Section 19(b)(1) 1 of the              Dividend Fund, the ‘‘Funds’’ and each,
                                                    file number should be included on the                      Securities Exchange Act of 1934                       a ‘‘Fund’’).4
                                                    subject line if email is used. To help the                 (‘‘Act’’) 2 and Rule 19b–4 thereunder,3                  Each Fund will be a series of
                                                    Commission process and review your                         notice is hereby given that, on August                Metaurus Equity Component Trust (the
                                                    comments more efficiently, please use                      8, 2017, NYSE Arca, Inc. (‘‘Exchange’’ or             ‘‘Trust’’), a Delaware statutory trust.5
                                                    only one method. The Commission will                       ‘‘NYSE Arca’’) filed with the Securities
                                                    post all comments on the Commission’s                      and Exchange Commission                                 4 Commentary .02 to NYSE Arca Equities Rule

                                                    Internet Web site (http://www.sec.gov/                     (‘‘Commission’’) the proposed rule                    8.200 applies to Trust Issued Receipts that invest
                                                                                                                                                                     in ‘‘Financial Instruments.’’ The term ‘‘Financial
                                                    rules/sro.shtml). Copies of the                            change as described in Items I, II, and               Instruments,’’ as defined in Commentary .02(b)(4) to
                                                    submission, all subsequent                                 III below, which Items have been                      NYSE Arca Equities Rule 8.200, means any
                                                    amendments, all written statements                         prepared by the self-regulatory                       combination of investments, including cash;
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    with respect to the proposed rule                          organization. The Commission is                       securities; options on securities and indices; futures
                                                                                                                                                                     contracts; options on futures contracts; forward
                                                    change that are filed with the                             publishing this notice to solicit                     contracts; equity caps, collars, and floors; and swap
                                                    Commission, and all written                                comments on the proposed rule change                  agreements.
                                                    communications relating to the                             from interested persons.                                5 On June 9, 2017, the Trust submitted to the

                                                    proposed rule change between the                                                                                 Commission its draft registration statement on Form
                                                                                                                                                                     S–1 (the ‘‘Registration Statement’’) under the
                                                    Commission and any person, other than                        50 17 CFR 200.30–3(a)(12).                          Securities Act of 1933 (15 U.S.C. 77a) (‘‘Securities
                                                                                                                 1 15 U.S.C. 78s(b)(1).                              Act’’). The Jumpstart Our Business Startups Act,
                                                      48 15   U.S.C. 78s(b)(3)(A).                               2 15 U.S.C. 78a.
                                                                                                                                                                     enacted on April 5, 2012, added Section 6(e) to the
                                                      49 17   CFR 240.19b–4.                                     3 17 CFR 240.19b–4.                                 Securities Act. Section 6(e) of the Securities Act



                                               VerDate Sep<11>2014      18:45 Aug 25, 2017   Jkt 241001   PO 00000   Frm 00073   Fmt 4703   Sfmt 4703   E:\FR\FM\28AUN1.SGM   28AUN1


                                                                                  Federal Register / Vol. 82, No. 165 / Monday, August 28, 2017 / Notices                                                    40817

                                                    Metaurus Advisors LLC (‘‘Metaurus’’ or                  equivalents.7 The component                              investments in Annual S&P 500
                                                    the ‘‘Sponsor’’) will be the sponsor,                   instruments of the Solactive Dividend                    Dividend Futures Contracts. According
                                                    commodity pool operator and                             Index consist of U.S. Treasury Securities                to the Registration Statement, the value
                                                    commodity trading advisor of each                       (‘‘Treasury Securities’’) and long                       of the Annual S&P 500 Dividend
                                                    Fund. SEI Investments Global Fund                       positions in annual futures contracts                    Futures Contracts, on which the value of
                                                    Services, (‘‘SEI’’ or the                               listed on the Chicago Mercantile                         the Dividend Fund will be based, will
                                                    ‘‘Administrator’’), will be the Funds’                  Exchange (‘‘CME’’) that provide                          tend to increase if the actual dividends
                                                    Administrator. The Administrator will                   exposure to dividends paid on the S&P                    paid or expected to be paid by S&P 500
                                                    be responsible for the day-to-day                       500 constituent companies (‘‘Annual                      constituent companies in the periods
                                                    administration of the Trust and the                     S&P 500 Dividend Futures Contracts’’ 8)                  tracked by the Annual S&P 500
                                                    Funds, which includes valuing all of the                pro rata for each year of the life of the                Dividend Futures Contracts increase.
                                                    portfolio holdings of the Funds and                     Dividend Fund. As a result, in addition                  The value of the Annual S&P 500
                                                    calculating the net asset value (‘‘NAV’’)               to the Treasury Securities, cash and/or                  Dividend Futures Contracts will tend to
                                                    of the Funds. Brown Brothers Harriman                   cash equivalents, the Dividend Fund is                   decrease if the actual dividends paid or
                                                    & Co. (‘‘BBH&Co.’’) will serve as                       initially expected to hold each of the                   expected to be paid by S&P 500
                                                    registrar and transfer agent for the                    Annual S&P 500 Dividend Futures                          constituent companies (as measured in
                                                    Funds as well as custodian (the                         Contracts that are traded and expire                     the current year by the Dividend Points
                                                    ‘‘Custodian’’) for the Funds.                           during its ten-year term. Each year                      Index) decrease in the periods tracked
                                                       Each Fund is a commodity pool as                     thereafter, until December 2027 when                     by the Annual S&P 500 Dividend
                                                    defined in the Commodity Exchange                       the Dividend Fund will terminate, the                    Futures Contracts.
                                                    Act 6 and the applicable regulations of                 Dividend Fund will hold one less                         Other Dividend Fund Investments
                                                    the Commodity Futures Trading                           Annual S&P 500 Dividend Futures
                                                                                                            Contract due to expiry of the prior year’s                  The Dividend Fund will invest
                                                    Commission (‘‘CFTC’’).
                                                                                                            contract.                                                primarily in the component instruments
                                                    U.S. Equity Cumulative Dividends                           The Dividend Fund expects to pay                      of the Solactive Dividend Index, cash
                                                    Fund—Series 2027                                        monthly cash distributions to its                        and cash equivalents, as described
                                                                                                            Shareholders throughout each calendar                    above. In certain instances, however, the
                                                      According to the Registration                                                                                  Dividend Fund may invest in quarterly
                                                    Statement, the Dividend Fund will seek                  year. Such distributions shall, on an
                                                                                                            annual basis, before fees and expenses,                  S&P 500 dividend futures contracts 9
                                                    investment results that, before fees and                                                                         (the ‘‘Quarterly S&P 500 Dividend
                                                    expenses, correspond to the                             equal all or a substantial portion of the
                                                                                                            Dividend Fund’s NAV attributable to                      Futures Contracts, and, together with
                                                    performance of the Solactive U.S. Equity                                                                         the Annual S&P 500 Dividend Futures
                                                    Cumulative Dividends Index—Series                       the ordinary cash dividends
                                                                                                            accumulated by the S&P 500 Dividend                      Contracts, the ‘‘Dividend Futures
                                                    2027 (the ‘‘Solactive Dividend Index’’).                                                                         Contracts’’), rather than the Annual S&P
                                                    The Dividend Fund will be a term fund                   Points Index (Annual) (the ‘‘Dividend
                                                                                                            Points Index’’) for the year (as reflected               500 Dividend Futures Contracts if, in
                                                    that will terminate on or prior to                                                                               the judgment of Metaurus, utilizing
                                                    December 31, 2027.                                      in the current year’s Annual S&P 500
                                                                                                            Dividend Futures Contracts held by the                   such alternative maturity instruments
                                                      The Dividend Fund will seek to                                                                                 would be in the best interest of the
                                                                                                            Dividend Fund).
                                                    provide shareholders of the Dividend                                                                             Dividend Fund (e.g., due to liquidity or
                                                                                                               The Dividend Fund’s exposure to
                                                    Fund with returns designed to replicate                                                                          similar market factors).
                                                                                                            dividend payments will be based on its
                                                    the dividends on constituent companies                                                                              The Dividend Fund will not employ
                                                    of the S&P 500 Index (‘‘S&P 500’’),                        7 For purposes of this filing, cash equivalents are   leverage to implement its investment
                                                    without exposure to the underlying                      short-term instruments with maturities of less than      strategy. For these purposes, we
                                                    securities. The value of the Dividend                   three months and shall include the following: (i)        interpret leverage to mean use of loans,
                                                    Fund’s Shares will be affected by both                  Certificates of deposit issued against funds             borrowings and extensions of credit
                                                                                                            deposited in a bank or savings and loan association;
                                                    the current level of such dividends and                 (ii) bankers’ acceptances, which are short-term
                                                                                                                                                                     from third parties for the purchase of
                                                    general expectations in the market                      credit instruments used to finance commercial            investments. The Dividend Fund may,
                                                    regarding the future levels of such                     transactions; (iii) repurchase agreements and            however, enter into short-term loans
                                                    dividends.                                              reverse repurchase agreements; (iv) bank time            and reverse repurchase agreements for
                                                                                                            deposits, which are monies kept on deposit with
                                                      The Dividend Fund intends primarily                   banks or savings and loan associations for a stated
                                                                                                                                                                     liquidity purposes, including to fund
                                                    to invest its assets in the component                   period of time at a fixed rate of interest; (v)          distributions. The Dividend Fund will
                                                    instruments of the Solactive Dividend                   commercial paper, which are short-term unsecured         purchase all investments at market
                                                    Index, as well as cash and cash                         promissory notes; (vi) Treasury Securities, and (vii)    prices through the in-kind creation
                                                                                                            money market funds, including exchange-traded
                                                                                                            funds (‘‘ETFs’’). For purposes of this filing, ETFs
                                                                                                                                                                     process or in the market place at the
                                                    provides that an ‘‘emerging growth company’’ may        include Investment Company Units (as described in        then-market price. Although the
                                                    confidentially submit to the Commission a draft         NYSE Arca Equities Rule 5.2(j)(3)); Portfolio            Dividend Fund will not employ the type
                                                    registration statement for confidential, non-public     Depositary Receipts (as described in NYSE Arca           of investment leverage described above,
                                                    review by the Commission staff prior to public          Equities Rule 8.100); and Managed Fund Shares (as
                                                    filing, provided that the initial confidential          described in NYSE Arca Equities Rule 8.600). The
                                                                                                                                                                     it will hold investment instruments that
                                                    submission and all amendments thereto shall be          ETFs all will be listed and traded in the U.S. on        are described as having embedded
                                                    publicly filed not later than 21 days before the date   registered exchanges. The ETFs in which a Fund           leverage. For example, the futures
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    on which the issuer conducts a road show, as such       may invest will be ETFs that invest principally in       contracts that the Dividend Fund will
                                                    term is defined in Securities Act Rule 433(h)(4). An    money market instruments. The Funds will not
                                                    emerging growth company is defined in Section           invest in inverse or leveraged (e.g., +2x, ¥2X) index
                                                                                                                                                                     invest in could be described as having
                                                    2(a)(19) of the Securities Act as an issuer with less   ETFs.                                                    embedded leverage, because the
                                                    than $1,000,000,000 total annual gross revenues            8 The Dividend Fund will hold the following
                                                    during its most recently completed fiscal year. The     Annual S&P 500 Dividend Futures Contracts: S&P              9 The Dividend Fund will hold the following
                                                    Trust meets the definition of an emerging growth        500 Annual Dividend Index Futures with annual            Quarterly S&P 500 Dividend Futures Contracts: S&P
                                                    company and consequently has submitted its Form         expiry of 2018, 2019, 2020, 2021, 2022, 2023, 2024,      500 Quarterly Dividend Index Futures with
                                                    S–1 Registration Statement on a confidential basis      2025, 2026, and 2027. CME Group, Inc. is a member        quarterly expiry of 2018, 2019, 2020, 2021, 2022,
                                                    with the Commission.                                    of the Intermarket Surveillance Group (‘‘ISG’’). See     2023, 2024, 2025, 2026, and 2027. These contracts
                                                       6 7 U.S.C. 1a(10).                                   note 20, infra.                                          trade on the CME.



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                                                    40818                        Federal Register / Vol. 82, No. 165 / Monday, August 28, 2017 / Notices

                                                    notional amount of the contracts will                   such investment on Reuters for the                     the SPDR® S&P 500® ETF (‘‘SPDRs’’) 12
                                                    exceed the cash or assets required to                   preceding trading day in making the                    less the value of current and future
                                                    establish or maintain such futures                      calculation. The Solactive Dividend                    expected dividends on the S&P 500
                                                    contract positions. Such embedded                       Index is widely disseminated every 15                  constituent companies over the term of
                                                    leverage is designed to be fully defeased               seconds on each ‘‘Business Day’’ 10 by                 the Ex-Dividend Fund.
                                                    by the Dividend Fund’s Treasury                         major market data vendors during the                      The Solactive Ex-Dividend Index
                                                    Securities.                                             NYSE Arca’s Core Trading Session.                      tracks the performance of SPDRs
                                                                                                               The Solactive Dividend Index does                   together with the performance of short
                                                    The Solactive Dividend Index                                                                                   positions in the Annual S&P 500
                                                       The Solactive Dividend Index is                      not weigh the values of the components.
                                                                                                                                                                   Dividend Futures Contracts for each
                                                    owned, maintained, calculated and                          The Solactive Dividend Index is                     year from the Ex-Dividend Fund’s
                                                    distributed by Solactive AG, which is an                intended to be a static index in that the              launch date through December 2027.
                                                    independent index sponsor and data                      composition of the Solactive Dividend                     In seeking to track the Solactive Ex-
                                                    provider (the ‘‘Calculation Agent’’ or                  Index should not be expected to change                 Dividend Index, the Ex-Dividend Fund
                                                    ‘‘Solactive’’). According to the                        after the Solactive Dividend Index has                 intends to replicate the returns of SPDRs
                                                    Registration Statement, the value of the                been originally constituted. A                         through owning long positions in
                                                    Solactive Dividend Index is affected by                 committee composed of staff from                       quarterly S&P 500 Index futures
                                                    the ordinary cash dividends that have                   Solactive is responsible for decisions                 contracts (the ‘‘Quarterly S&P 500 Index
                                                    been paid to date by constituent                        regarding the composition of the                       Futures Contracts’’) rather than shares of
                                                    companies in the S&P 500 in the                         Solactive Dividend Index as well as any                SPDRs.13 Additionally, the Ex-Dividend
                                                    applicable period and the expectations                  amendments to the index calculation                    Fund intends to track the performance
                                                    of investors regarding the dividends to                 methodology. Members of the                            of the Solactive Ex-Dividend Index by
                                                    be paid by constituent companies in the                 committee can recommend changes to                     selling Annual S&P 500 Dividend
                                                    S&P 500. The Annual S&P 500 Dividend                    the index calculation methodology for                  Futures Contracts out to the maturity
                                                    Futures Contracts use the Dividend                      calculating the Solactive Dividend                     date of the Ex-Dividend Fund. The Ex-
                                                    Points Index to track the cumulative                    Index and submit them to the committee                 Dividend will also hold Treasury
                                                    amount of ordinary dividends paid by                    for approval.11                                        Securities, cash and/or cash equivalents.
                                                    constituent companies in the S&P 500 in                    All or a portion of the methodologies               The Ex-Dividend Fund does not intend
                                                    the current yearly period. The Dividend                 and algorithms used to calculate the                   to hold shares of SPDRs or any other
                                                    Points Index resets to zero on the third                Solactive Dividend Index are covered by                ETF (other than a money market fund
                                                    Friday of each December                                 one or more pending U.S. patents. The                  ETF).
                                                    contemporaneously with the expiration                   Sponsor developed the algorithm on                     Other Ex-Dividend Fund Investments
                                                    of the applicable Annual S&P 500                        which the Solactive Dividend Index is
                                                    Dividend Futures Contract. The                                                                                    The Ex-Dividend Fund will primarily
                                                                                                            based and licensed it to Solactive.
                                                    Solactive Dividend Index is a price only                                                                       invest in Quarterly S&P 500 Index
                                                                                                            Solactive is not affiliated with the                   Futures Contracts as described above. In
                                                    index.                                                  Sponsor and is solely responsible for
                                                       The Solactive Dividend Index aims to                                                                        certain instances, however, the Ex-
                                                                                                            calculating the Solactive Dividend                     Dividend Fund may invest in (i) annual
                                                    represent the discounted present value
                                                                                                            Index.                                                 S&P 500 Index futures contracts 14 (the
                                                    of all listed Annual S&P 500 Dividend
                                                    Futures Contracts out to and including                     All specifications and information                  ‘‘Annual S&P 500 Index Futures
                                                    the December 2027 Annual S&P 500                        relevant for calculating the Solactive                 Contracts’’, and, together with the
                                                    Dividend Futures Contract. To                           Dividend Index are made available at                   Quarterly S&P 500 Index Futures
                                                    accomplish this, each Annual S&P 500                    http://www.solactive.de.                               Contracts, the ‘‘Index Futures
                                                    Dividend Futures Contract market price                  U.S. Equity Ex-Dividend Fund—Series                    Contracts’’) and (ii) Quarterly S&P 500
                                                    will be discounted by using the                         2027                                                   Dividend Futures Contracts, in each
                                                    computed yield of a specified Treasury                                                                         case, if, in the judgment of Metaurus,
                                                    Security with a similar or prior maturity                  According to the Registration                       utilizing such alternative maturity
                                                    date as the corresponding Annual S&P                    Statement, the Ex-Dividend Fund will                   instruments would be in the best
                                                    500 Dividend Futures Contract expiry.                   seek investment results that, before fees              interest of the Ex-Dividend Fund (e.g.,
                                                    After annual expiry of an Annual S&P                    and expenses, correspond to the                        due to liquidity, arbitrage pricing or
                                                    500 Dividend Futures Contract, such                     performance of the Solactive U.S. Equity               similar market factors).
                                                    futures contract and its corresponding                  Ex-Dividend Index—Series 2027 (the                        The Ex-Dividend Fund will not
                                                    Treasury Security will be removed from                  ‘‘Solactive Ex-Dividend Index’’, and                   employ leverage to implement its
                                                    the Solactive Dividend Index during the                 together with the Solactive Dividend                   investment strategy. For these purposes,
                                                    annual rebalancing of the Solactive                     Index, the ‘‘Underlying Indexes’’). The                we interpret leverage to mean use of
                                                    Dividend Index.                                         Ex-Dividend Fund will be a term fund                   loans, borrowings and extensions of
                                                       The Solactive Dividend Index is                      that will terminate on or prior to                     credit from third parties for the
                                                    calculated and published in USD via the                 December 31, 2027. The Ex-Dividend                     purchase of investments. The Ex-
                                                    price marketing services of Boerse                      Fund will seek to provide shareholders                 Dividend Fund may, however, enter
                                                    Stuttgart AG based on the prices of the                 of the Ex-Dividend Fund with returns                   into short-term loans and reverse
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    components (‘‘Index Components’’) on                    that are equivalent to the performance of              repurchase agreements for liquidity
                                                    the applicable listing exchanges posted                                                                        purposes. The Ex-Dividend Fund will
                                                    by quotation services or otherwise as                     10 A Business Day is any day on which the NYSE
                                                    determined by Solactive. The most                       Arca is open for business, including any partial-day     12 Shares of SPDRs are listed and traded on the

                                                    recent prices of all Index Components                   opening.                                               Exchange pursuant to NYSE Arca Equities Rule
                                                                                                              11 Members of the committee are subject to           8.100 (Portfolio Depositary Receipts).
                                                    are used. Should there be no current                                                                             13 The Quarterly S&P 500 Index Futures Contracts
                                                                                                            procedures designed to prevent the use and
                                                    price posted on the applicable price                    dissemination of material nonpublic information        include: (i) S&P 500 Futures; and (ii) E-mini S&P
                                                    source, such as Reuters, Solactive will                 regarding changes to the Solactive Dividend Index      500 Futures. These contracts trade on the CME.
                                                    use the most recent price shown for                     and the Solactive Ex-Dividend Index.                     14 These contracts trade on the CME.




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                                                                                 Federal Register / Vol. 82, No. 165 / Monday, August 28, 2017 / Notices                                                      40819

                                                    purchase all investments at market                      Shares of SPDRs and sums up the                       in kind, instruments cannot be broken
                                                    prices through the in-kind creation                     discounted values of the Annual S&P                   up, minor differences due to rounding
                                                    process or in the market place at the                   500 Dividend Futures Contracts, no                    or due to a rebalancing of a Fund to
                                                    then-market price. Although the Ex-                     weighting is applied.                                 match the Underlying Index. The cash
                                                    Dividend Fund will not employ the type                    The Solactive Ex-Dividend Index is                  amount announced by a Fund at the
                                                    of investment leverage described above,                 intended to be a static index in that the             beginning of each day is a Fund’s
                                                    it will hold investment instruments that                composition of the Solactive Ex-                      estimate of the actual cash amount. In
                                                    are described as having embedded                        Dividend Index should not be expected                 the case of a cash creation, the Funds
                                                    leverage. For example, the futures                      to change after the Solactive Ex-                     intend to use the cash to purchase
                                                    contracts that the Ex-Dividend Fund                     Dividend Index has been originally                    Deposit Instruments.
                                                    will invest in could be described as                    constituted. A committee composed of                     The consideration for purchase of a
                                                    having embedded leverage, because the                   staff from Solactive is responsible for               Basket of Shares of the Funds will
                                                    notional amount of the contracts will                   decisions regarding the composition of                generally be conducted on an in-kind
                                                    exceed the cash or assets required to                   the Solactive Ex-Dividend Index as well               basis through an exchange for related
                                                    establish or maintain such futures                      as any amendments to the index                        positions transactions, effected pursuant
                                                    contract positions. Such embedded                       calculation methodology. Members of                   to the rules of the CME (an ‘‘EFRP’’).
                                                    leverage is designed to be fully defeased               the committee can recommend changes                   The EFRP will consist of the exchange
                                                    by the Ex-Dividend Fund’s Treasury                      to the index calculation methodology                  between the Funds and their Authorized
                                                    Securities.                                             for calculating the Solactive Ex-                     Participants (as defined below) of
                                                                                                            Dividend Index and submit them to the                 Deposit Instruments (comprised of
                                                    The Solactive Ex-Dividend Index                         committee for approval.                               futures contracts, Treasury Securities
                                                       According to the Registration                          All or a portion of the methodologies               and the Cash Component) for Shares.
                                                    Statement, the Solactive Ex-Dividend                    and algorithms used to calculate the                  Together, the Deposit Instruments and
                                                    Index aims to represent the current                     Solactive Ex-Dividend Index are                       the Cash Component constitute the
                                                    value of 0.5 shares of SPDRs, less the                  covered by one or more pending U.S.                   ‘‘Portfolio Deposit,’’ which represents
                                                    current value of ordinary cash                          patents. The Sponsor developed the                    the minimum initial and subsequent
                                                    dividends expected to be paid on the                    algorithm on which the Solactive Ex-                  investment amount for a Basket of a
                                                    S&P 500, until the Ex-Dividend Fund’s                   Dividend Index is based and licensed it               Fund.15
                                                    maturity. The current value of such                     to Solactive. Solactive is not affiliated                According to the Registration
                                                    dividends is represented by the                         with the Sponsor and is solely                        Statement, the Funds reserve the right to
                                                    Solactive Dividend Index. The Solactive                 responsible for calculating the Solactive             permit or require the substitution of an
                                                    Dividend Index aims to represent the                    Ex-Dividend Index.                                    amount of cash (a ‘‘cash in lieu’’
                                                    discounted present value of all listed                    All specifications and information                  amount) to be added to the Cash
                                                    Annual S&P 500 Dividend Futures                         relevant for calculating the Solactive Ex-            Component to replace any Deposit
                                                    Contracts out to and including the                      Dividend Index are made available at
                                                                                                                                                                  Instrument which may not be available
                                                    December 2027 Annual S&P 500                            http://www.solactive.de.
                                                                                                                                                                  in sufficient quantity for delivery or that
                                                    Dividend Futures Contracts expiry.                      Creation and Redemption of Shares                     is not be eligible for transfer through an
                                                       The Solactive Ex-Dividend Index
                                                                                                              According to the Registration                       EFRP or for other similar reasons. In this
                                                    includes shares of SPDRs and short
                                                                                                            Statement, the Trust will issue and sell              case, a Fund will utilize the cash in lieu
                                                    positions in Annual S&P 500 Dividend
                                                                                                            Shares of a Fund in one or more block                 amount to purchase the missing Deposit
                                                    Futures Contracts for each year from the
                                                                                                            size aggregations of 100,000 Shares                   Instruments, which, in the case of the
                                                    Ex-Dividend Fund’s launch date
                                                                                                            (each, a ‘‘Basket’’) on a continuous basis            futures contracts, will generally be
                                                    through December 2027.
                                                                                                            through the Distributor at a Fund’s NAV               effected through a purchase on the CME
                                                       The Solactive Ex-Dividend Index is an
                                                                                                            next determined after receipt, on any                 or through a block trade, if permissible
                                                    index of Solactive and is owned,
                                                                                                            Business Day, of an order in proper                   under CME rules for the futures
                                                    maintained, calculated and distributed
                                                                                                            form. The size of a Basket is subject to              contracts comprising the missing futures
                                                    by Solactive. The Solactive Ex-Dividend
                                                                                                            change. Proceeds received by the Funds                contracts, and through purchases
                                                    Index is a price-only index.
                                                       The Solactive Ex-Dividend Index is                   from the issuance and sale of Baskets                 through banks, government securities
                                                    calculated and published in USD via the                 will consist of cash, in the case of a cash           dealers and broker-dealers, in the case
                                                    price marketing services of Boerse                      creation, or futures contracts, Treasury              of the Treasury Securities.
                                                    Stuttgart AG based on the prices of the                 Securities and other financial                           The Funds will make available
                                                    Index Components on the applicable                      instruments designed to track such                    through the National Securities Clearing
                                                    listing exchanges posted by quotation                   Fund’s Underlying Index (‘‘Deposit                    Corporation (‘‘NSCC’’) on each Business
                                                    services or otherwise as determined by                  Instruments’’), together with the deposit             Day, prior to the opening of business of
                                                    Solactive. The most recent prices of all                of a specified cash payment (‘‘Cash                   the Exchange’s Core Trading Session
                                                    Index Components are used. Should                       Component’’), in the case of an in-kind               (currently 9:30 a.m., Eastern Time
                                                    there be no current price posted on the                 creation, as described below. The Cash                  15 According to the Registration Statement,
                                                    applicable price source, such as Reuters,               Component is the difference between                   because the Funds hold futures contracts, the
                                                    Solactive will use the most recent price                the NAV attributable to a Basket and the              exchange of these instruments will be conducted in
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    shown for such investment on Reuters                    aggregate market value of the Deposit                 accordance with the rules of the CME. In
                                                    for the preceding trading day in making                 Instruments exchanged for the Basket.                 connection with an EFRP, the ‘‘Authorized
                                                                                                                                                                  Participant’’ (as defined below) would be required
                                                    the calculation. The Solactive Ex-                      The party conveying instruments with                  to deliver to a Fund, through a Fund’s Clearing
                                                    Dividend Index is widely disseminated                   the lower value will pay to the other                 Futures Commission Merchant, futures contracts
                                                    every 15 seconds on each Business Day                   such difference. A difference may occur               and Treasury Securities, replicating a pro rata slice
                                                    by major market data vendors during the                 where the market value of the Deposit                 of a Fund’s portfolio invested in those instruments
                                                                                                                                                                  and the Cash Component, together having a value
                                                    NYSE Arca’s Core Trading Session.                       Instruments, as applicable, changes                   equal to the NAV of the Basket, in exchange for
                                                       Because the Solactive Ex-Dividend                    relative to the NAV of a Fund due to the              delivery to the Authorized Participant, through
                                                    Index tracks the performance of 0.5                     fact that a position cannot be transferred            DTC, of the Basket.



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                                                    40820                        Federal Register / Vol. 82, No. 165 / Monday, August 28, 2017 / Notices

                                                    (‘‘E.T.’’)), the list of the names and the              will be applicable (subject to possible               a.m. E.T. to 4:00 p.m. E.T. on each
                                                    required amount of each Deposit                         amendment or correction) to                           trading day. The IFV will be calculated
                                                    Instrument to be included in the current                redemption requests received in proper                by using the prior day’s closing NAV
                                                    Portfolio Deposit (based on information                 form on that day. Deposit Instruments                 per Share of a Fund as a base and
                                                    at the end of the previous Business Day)                received on redemption may not be                     updating that value throughout the
                                                    for the Funds. Such Deposit Instruments                 identical to Deposit Instruments that are             trading day to reflect changes in the
                                                    will be applicable, subject to any                      applicable to creation of Baskets. Unless             most recently reported trade prices for
                                                    adjustments as described below, to                      cash redemptions are available or                     the S&P 500 Futures Contracts on the
                                                    purchases of Baskets of the Funds until                 specified for a Fund, the redemption                  CME. The IFV will be disseminated on
                                                    such time as the next-announced                         proceeds for a Basket generally will                  a per Share basis for each Fund every
                                                    Deposit Instruments composition is                      consist of Deposit Instruments on the                 15 seconds during the Exchange’s Core
                                                    made available. In addition to the list of              Business Day of the request for                       Trading Session.
                                                    names and numbers of instruments                        redemption, plus cash in an amount
                                                                                                                                                                  Availability of Information
                                                    constituting the current Deposit                        equal to the difference between the NAV
                                                    Instruments of a Portfolio Deposit, on                  of the Shares being redeemed, as next                    The NAV for the Funds’ Shares will
                                                    each Business Day, an estimate of the                   determined after a receipt of a request               be disseminated daily to all market
                                                    Cash Component, per outstanding                         in proper form, and the value of the                  participants at the same time. The
                                                    Basket of a Fund, will be made available                Deposit Instruments, less a fixed                     Exchange will make available on its
                                                    at the same time.                                       redemption transaction fee.                           Web site at no charge daily trading
                                                       Baskets of Shares may be purchased                     An Authorized Participant must                      volume of the Shares of each Fund,
                                                    only by or through institutions that (1)                submit an irrevocable redemption                      closing prices of such Shares, and
                                                    are registered broker-dealers and, if                   request no later than the earlier of (i)              number of Shares outstanding. The
                                                    required in connection with their                       2:00 p.m., E.T. or (ii) two hours prior to            intraday, closing prices, and settlement
                                                    activities, are registered futures                      the scheduled closing time of the                     prices of the S&P 500 Futures Contracts
                                                    commission merchants, (2) are members                   Exchange’s Core Trading Session on any                will be readily available from the CME
                                                    of the Depository Trust Company                         Business Day in order to receive that                 Web site, automated quotation systems,
                                                    (‘‘DTC’’), and (3) have entered into                    Business Day’s NAV.                                   published or other public sources, or
                                                    agreements to act as authorized                                                                               major market data vendors. Pricing
                                                                                                            Net Asset Value                                       information for cash equivalents is
                                                    participants of the Trust (‘‘Authorized
                                                    Participants’’).                                           The NAV per Share for a Fund will                  available from major market data
                                                       An Authorized Participant must                       be determined by dividing the NAV of                  vendors. In addition, price information
                                                    submit an irrevocable purchase order no                 a Fund by the number of outstanding                   for ETFs is available from the applicable
                                                    later than the earlier of (i) 2:00 p.m.,                Shares of a Fund. The NAV of each                     exchange. Quotation information from
                                                    E.T. or (ii) two hours prior to the                     Fund will be calculated as soon as                    brokers and dealers or pricing services
                                                    scheduled closing time of the                           practicable after the close of trading of             is available for Treasury Securities.
                                                    Exchange’s Core Trading Session on any                  the Shares on the NYSE Arca’s Core                       Complete real-time data for the S&P
                                                    Business Day in order to receive that                   Trading Session (normally 4:00 p.m.                   500 Futures Contracts is available by
                                                    Business Day’s NAV.                                     E.T.) on each Business Day. Each Fund’s               subscription through on-line
                                                                                                            NAV on a Business Day will be obtained                information services. CME also provides
                                                    Redemption of Shares                                    by subtracting accrued expenses and                   delayed futures information on current
                                                       Shares of the Funds may be redeemed                  other liabilities borne by such Fund, if              and past trading sessions and market
                                                    only in Baskets at their NAV next                       any, from the total value of the assets               news free of charge on its Web site.
                                                    determined after receipt of a redemption                held by a Fund, in each case, as of the               Quotation and last-sale information
                                                    request in proper form by the                           time of calculation.                                  regarding the Shares will be
                                                    Distributor.                                               The value of the Dividend Futures                  disseminated through the facilities of
                                                       By placing a redemption order, an                    Contracts and the Index Futures                       the Consolidated Tape Association
                                                    Authorized Participant agrees to (1)                    Contracts (together, the ‘‘S&P 500                    (‘‘CTA’’). The IFV will be available
                                                    deliver the ‘‘Redemption Basket’’ to be                 Futures Contracts’’) will be determined               through on-line information services.
                                                    redeemed through DTC’s book-entry                       by the Administrator by using the                     The S&P 500 Futures Contracts trading
                                                    system to a Fund’s account with the                     closing or settlement price published by              prices will be disseminated by one or
                                                    Custodian not later than 3:00 p.m. E.T.                 the CME or, in the case of a market                   more major market data vendors every
                                                    on the Business Day following the                       disruption, the last traded price before              15 seconds during the NYSE Arca’s Core
                                                    effective date of the redemption order,                 settlement. Cash equivalents (with the                Trading Session of 9:30 a.m. to 4:00
                                                    and (2) if required by the Sponsor in its               exception of money market funds and                   p.m. E.T.
                                                    sole discretion, enter into or arrange an               ETFs) will be valued on the basis of                     In addition, the Funds’ Web site,
                                                    EFRP or block trade, or any other over-                 broker quotes or valuations provided by               www.metaurus.com, will display the
                                                    the-counter transaction (through itself or              a third party pricing service. Money                  applicable end of day closing NAV. The
                                                    a designated acceptable broker) with a                  market funds will be valued at NAV.                   daily holdings of each Fund will be
                                                    Fund for the sale of a number and type                  ETFs will be valued based on the last                 available on the Funds’ Web site before
                                                    of futures contracts at the closing                     sale price on the applicable exchange.                9:30 a.m. E.T. each day. The Web site
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    settlement price for such contracts on                                                                        disclosure of portfolio holdings will be
                                                    the effective date of the redemption                    Indicative Fund Value                                 made daily and will include, as
                                                    order.                                                    In addition, in order to provide                    applicable, (i) the composite value of
                                                       The Funds will make available                        updated information relating to a Fund                the total portfolio, (ii) the quantity and
                                                    through the NSCC prior to the opening                   for use by investors and market                       type of each holding (including the
                                                    of the NYSE Arca’s Core Trading                         professionals, an updated ‘‘Indicative                ticker symbol, maturity date or other
                                                    Session (currently 9:30 a.m., E.T.) on                  Fund Value’’ (‘‘IFV’’) will be calculated             identifier, if any) and other descriptive
                                                    each Business Day, the identity and                     and disseminated throughout the                       information, (iii) the value of each
                                                    number of ‘‘Deposit Instruments’’ that                  Exchange’s Core Trading Session of 9:30               Treasury Security and cash


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                                                                                 Federal Register / Vol. 82, No. 165 / Monday, August 28, 2017 / Notices                                                   40821

                                                    equivalent,16 and (iv) the amount of                    minimum price variation (‘‘MPV’’) for                 the ISG, and the Exchange or FINRA, on
                                                    cash held in each Fund’s portfolio. The                 quoting and entry of orders in equity                 behalf of the Exchange, or both, may
                                                    Funds’ Web site will be publicly                        securities traded on the NYSE Arca                    obtain trading information regarding
                                                    accessible at no charge.                                Marketplace is $0.01, with the exception              trading in the Shares and S&P 500
                                                      This Web site disclosure of each                      of securities that are priced less than               Futures Contracts from such markets
                                                    Fund’s daily holdings will occur at the                 $1.00 for which the MPV for order entry               and other entities. In addition, the
                                                    same time as the disclosure by the Trust                is $0.0001.                                           Exchange may obtain information
                                                    of the daily holdings to Authorized                        The Shares will conform to the initial             regarding trading in the Shares and S&P
                                                    Participants so that all market                         and continued listing criteria under                  500 Futures Contracts from markets and
                                                    participants are provided daily holdings                NYSE Arca Equities Rule 8.200. The                    other entities that are members of ISG or
                                                    information at the same time. Therefore,                trading of the Shares will be subject to              with which the Exchange has in place
                                                    the same holdings information will be                   NYSE Arca Equities Rule 8.200,                        a comprehensive surveillance sharing
                                                    provided on the public Web site as well                 Commentary .02(e), which sets forth                   agreement (‘‘CSSA’’).20
                                                    as in electronic files provided to                      certain restrictions on Equity Trading                   In addition, the Exchange also has a
                                                    Authorized Participants. Accordingly,                   Permit (‘‘ETP’’) Holders acting as                    general policy prohibiting the
                                                    each investor will have access to the                   registered Market Makers in Trust                     distribution of material, non-public
                                                    current daily holdings of each Fund                     Issued Receipts to facilitate                         information by its employees.
                                                    through the Funds’ Web site.                            surveillance. The Exchange represents                    All statements and representations
                                                                                                            that, for initial and continued listing,              made in this filing regarding (a) the
                                                    Trading Halts                                                                                                 description of the portfolios, indexes
                                                                                                            the Funds will be in compliance with
                                                       With respect to trading halts, the                   Rule 10A–3 18 under the Act, as                       and reference assets, (b) limitations on
                                                    Exchange may consider all relevant                      provided by NYSE Arca Equities Rule                   portfolio holdings, indexes and
                                                    factors in exercising its discretion to                 5.3. A minimum of 100,000 Shares of a                 reference assets, or (c) applicability of
                                                    halt or suspend trading in the Shares of                Fund will be outstanding at the                       Exchange listing rules specified in this
                                                    a Fund.17 Trading in Shares of a Fund                   commencement of trading on the                        filing shall constitute continued listing
                                                    will be halted if the circuit breaker                   Exchange.                                             requirements for listing the Shares on
                                                    parameters in NYSE Arca Equities Rule                                                                         the Exchange.
                                                    7.12 have been reached. Trading also                    Surveillance                                             The issuer has represented to the
                                                    may be halted because of market                            The Exchange represents that trading               Exchange that it will advise the
                                                    conditions or for reasons that, in the                  in the Shares will be subject to the                  Exchange of any failure by a Fund to
                                                    view of the Exchange, make trading in                   existing trading surveillances                        comply with the continued listing
                                                    the Shares of a Fund inadvisable.                       administered by the Exchange, as well                 requirements, and, pursuant to its
                                                       The Exchange may halt trading during                 as cross-market surveillances                         obligations under Section 19(g)(1) of the
                                                    the day in which an interruption to the                 administered by the Financial Industry                Act, the Exchange will monitor for
                                                    dissemination of the IFV or the value of                Regulatory Authority (‘‘FINRA’’) on                   compliance with the continued listing
                                                    an Underlying Index occurs. If the                      behalf of the Exchange, which are                     requirements. If a Fund is not in
                                                    interruption to the dissemination of the                designed to detect violations of                      compliance with the applicable listing
                                                    IFV, or the value of an Underlying Index                Exchange rules and applicable federal                 requirements, the Exchange will
                                                    persists past the trading day in which it               securities laws.19 The Exchange                       commence delisting procedures under
                                                    occurred, the Exchange will halt trading                represents that these procedures are                  NYSE Arca Equities Rule 5.5(m).
                                                    no later than the beginning of the                      adequate to properly monitor Exchange
                                                    trading day following the interruption.                                                                       Information Bulletin
                                                                                                            trading of the Shares of the Funds in all
                                                    In addition, if the Exchange becomes                    trading sessions and to deter and detect                 Prior to the commencement of
                                                    aware that the NAV with respect to the                  violations of Exchange rules and federal              trading, the Exchange will inform its
                                                    Shares is not disseminated to all market                securities laws applicable to trading on              ETP Holders in an Information Bulletin
                                                    participants at the same time, it will halt             the Exchange.                                         of the special characteristics and risks
                                                    trading in the Shares until such time as                   The surveillances referred to above                associated with trading the Shares.
                                                    the NAV is available to all market                      generally focus on detecting securities               Specifically, the Information Bulletin
                                                    participants.                                           trading outside their normal patterns,                will discuss the following: (1) The risks
                                                                                                            which could be indicative of                          involved in trading the Shares during
                                                    Trading Rules                                                                                                 the Early and Late Trading Sessions
                                                                                                            manipulative or other violative activity.
                                                      The Exchange deems the Shares to be                   When such situations are detected,                    when an updated IFV will not be
                                                    equity securities, thus rendering trading               surveillance analysis follows and                     calculated or publicly disseminated; (2)
                                                    in the Shares subject to the Exchange’s                 investigations are opened, where                      the procedures for purchases and
                                                    existing rules governing the trading of                 appropriate, to review the behavior of                redemptions of Shares in Baskets (and
                                                    equity securities. Shares will trade on                 all relevant parties for all relevant                 that Shares are not individually
                                                    the NYSE Arca Marketplace from 4 a.m.                   trading violations.                                   redeemable); (3) NYSE Arca Equities
                                                    to 8 p.m. E.T. in accordance with NYSE                     The Exchange or FINRA, on behalf of                Rule 9.2(a), which imposes a duty of
                                                    Arca Equities Rule 7.34 (Early, Core,                   the Exchange, or both, will                           due diligence on its ETP Holders to
                                                    and Late Trading Sessions). The                         communicate as needed regarding                       learn the essential facts relating to every
                                                    Exchange has appropriate rules to                       trading in the Shares and S&P 500                     customer prior to trading the Shares; (4)
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                                                    facilitate transactions in the Shares                   Futures Contracts with other markets                  how information regarding the IFV is
                                                    during all trading sessions. As provided                and other entities that are members of                disseminated; (5) how information
                                                    in NYSE Arca Equities Rule 7.6, the                                                                           regarding portfolio holdings is
                                                                                                              18 17 CFR 240.10A–3.
                                                      16 Other than the futures contracts described           19 FINRA   conducts cross-market surveillances on     20 For a list of the current members of ISG, see
                                                    herein and cash, Treasury Securities and cash           behalf of the Exchange pursuant to a regulatory       www.isgportal.org. The Exchange notes that not all
                                                    equivalents are the only types of portfolio holdings    services agreement. The Exchange is responsible for   components of the Funds may trade on markets that
                                                    that the Funds may hold.                                FINRA’s performance under this regulatory services    are members of ISG or with which the Exchange has
                                                      17 See NYSE Arca Equities Rule 7.12.                  agreement.                                            in place a CSSA.



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                                                    40822                           Federal Register / Vol. 82, No. 165 / Monday, August 28, 2017 / Notices

                                                    disseminated; (6) the requirement that                     other markets and other entities that are             investors and the public interest in that
                                                    ETP Holders deliver a prospectus to                        members of the ISG, and the Exchange                  it will facilitate the listing and trading
                                                    investors purchasing newly issued                          or FINRA, on behalf of the Exchange, or               of additional types of Trust Issued
                                                    Shares prior to or concurrently with the                   both, may obtain trading information                  Receipts based in part on futures prices
                                                    confirmation of a transaction; and (7)                     regarding trading in the Shares and S&P               that will enhance competition among
                                                    trading information.                                       500 Futures Contracts from such                       market participants, to the benefit of
                                                       In addition, the Information Bulletin                   markets and other entities. In addition,              investors and the marketplace. As noted
                                                    will advise ETP Holders, prior to the                      the Exchange may obtain information                   above, the Exchange has in place
                                                    commencement of trading, of the                            regarding trading in the Shares and S&P               surveillance procedures that are
                                                    prospectus delivery requirements                           500 Futures Contracts from markets and                adequate to properly monitor trading in
                                                    applicable to a Fund. The Exchange                         other entities that are members of ISG or             the Shares in all trading sessions and to
                                                    notes that investors purchasing Shares                     with which the Exchange has in place                  deter and detect violations of Exchange
                                                    directly from a Fund will receive a                        a CSSA. All S&P 500 Futures Contracts
                                                    prospectus. ETP Holders purchasing                                                                               rules and applicable federal securities
                                                                                                               are traded on CME, an ISG member. The
                                                    Shares from a Fund for resale to                                                                                 laws.
                                                                                                               Exchange will make available on its
                                                    investors will deliver a prospectus to                     Web site daily trading volume of each                 B. Self-Regulatory Organization’s
                                                    such investors. The Information Bulletin                   of the Funds’ Shares, closing prices of               Statement on Burden on Competition
                                                    will also discuss any exemptive, no-                       such Shares, and number of Shares
                                                    action, and interpretive relief granted by                 outstanding. The intraday, closing                       The Exchange does not believe that
                                                    the Commission from any rules under                        prices, and settlement prices of the S&P              the proposed rule change will impose
                                                    the Act. In addition, the Information                      500 Futures Contracts will be readily                 any burden on competition that is not
                                                    Bulletin will reference that a Fund is                     available from the applicable exchange                necessary or appropriate in furtherance
                                                    subject to various fees and expenses                       Web site, automated quotation systems,                of the purpose of the Act. The Exchange
                                                    described in the Registration Statement.                   published or other public sources, or                 notes that the proposed rule change will
                                                    The Information Bulletin will also                         on-line information services.                         facilitate the listing and trading of
                                                    reference that the CFTC has regulatory                        Complete real-time data for S&P 500                additional types of issues of Trust
                                                    jurisdiction over the trading of stock                     Futures Contracts is available by                     Issued Receipts based on futures
                                                    index futures traded on U.S. markets.                      subscription from on-line information                 indexes and that will enhance
                                                       The Information Bulletin will also                      services. CME also provides delayed                   competition among market participants,
                                                    disclose the trading hours of the Shares                   futures information on current and past               to the benefit of investors and the
                                                    and that the NAV for the Shares will be                    trading sessions and market news free of              marketplace.
                                                    calculated after 4:00 p.m. E.T. each                       charge on its Web site. Information
                                                    trading day. The Information Bulletin                      regarding exchange-traded cash-settled                C. Self-Regulatory Organization’s
                                                    will disclose that information about the                   options and cleared swap contracts will               Statement on Comments on the
                                                    Shares will be publicly available on the                   be available from the applicable                      Proposed Rule Change Received From
                                                    Funds’ Web site.                                           exchanges and major market data                       Members, Participants, or Others
                                                    2. Statutory Basis                                         vendors. Quotation and last-sale
                                                                                                               information regarding the Shares will be                No written comments were solicited
                                                       The basis under the Act for this                        disseminated through the facilities of                or received with respect to the proposed
                                                    proposed rule change is the requirement                    the CTA. In addition, the Funds’ Web                  rule change.
                                                    under Section 6(b)(5) 21 that an                           site will display the applicable end of
                                                    exchange has rules that are designed to                    day closing NAV. The daily holdings of                III. Date of Effectiveness of the
                                                    prevent fraudulent and manipulative                        each Fund will be disclosed on the                    Proposed Rule Change and Timing for
                                                    acts and practices, to promote just and                    Funds’ Web site before 9:30 a.m. E.T.                 Commission Action
                                                    equitable principles of trade, to remove                   each day. The Web site disclosure of
                                                    impediments to, and perfect the                                                                                    Within 45 days of the date of
                                                                                                               portfolio holdings will be made daily                 publication of this notice in the Federal
                                                    mechanism of a free and open market                        and will include, as applicable, (i) the
                                                    and, in general, to protect investors and                                                                        Register or up to 90 days (i) as the
                                                                                                               composite value of the total portfolio,
                                                    the public interest.                                                                                             Commission may designate if it finds
                                                                                                               (ii) the name and value of S&P 500
                                                       The Exchange believes that the                          Futures Contracts, (iii) the name and                 such longer period to be appropriate
                                                    proposed rule change is designed to                        value of each Treasury Security and                   and publishes its reasons for so finding
                                                    prevent fraudulent and manipulative                        cash equivalent, and (iv) the amount of               or (ii) as to which the self-regulatory
                                                    acts and practices in that the Shares will                 cash held in each Fund’s portfolio.                   organization consents, the Commission
                                                    be listed and traded on the Exchange                          Moreover, prior to the commencement                will:
                                                    pursuant to the initial and continued                      of trading, the Exchange will inform its                (A) by order approve or disapprove
                                                    listing criteria in NYSE Arca Equities                     Equity Trading Permit Holders in an                   the proposed rule change, or
                                                    Rule 8.200. The Exchange has in place                      Information Bulletin of the special                     (B) institute proceedings to determine
                                                    surveillance procedures that are                           characteristics and risks associated with
                                                                                                                                                                     whether the proposed rule change
                                                    adequate to properly monitor trading in                    trading the Shares. Trading in Shares of
                                                                                                                                                                     should be disapproved.
                                                    the Shares of the Funds in all trading                     a Fund will be halted if the circuit
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    sessions and to deter and detect                           breaker parameters in NYSE Arca                       IV. Solicitation of Comments
                                                    violations of Exchange rules and                           Equities Rule 7.12 have been reached or
                                                    applicable federal securities laws. The                    because of market conditions or for                     Interested persons are invited to
                                                    Exchange or FINRA, on behalf of the                        reasons that, in the view of the                      submit written data, views, and
                                                    Exchange, or both, will communicate as                     Exchange, make trading in the Shares                  arguments concerning the foregoing,
                                                    needed regarding trading in the Shares,                    inadvisable                                           including whether the proposed rule
                                                    and S&P 500 Futures Contracts with                            The proposed rule change is designed               change is consistent with the Act.
                                                                                                               to perfect the mechanism of a free and                Comments may be submitted by any of
                                                      21 15   U.S.C. 78f(b)(5).                                open market and, in general, to protect               the following methods:


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                                                                                     Federal Register / Vol. 82, No. 165 / Monday, August 28, 2017 / Notices                                                  40823

                                                    Electronic Comments                                       SECURITIES AND EXCHANGE                               the most significant parts of such
                                                                                                              COMMISSION                                            statements.
                                                      • Use the Commission’s Internet
                                                    comment form (http://www.sec.gov/                         [Release No. 34–81454; File No. SR–                   (A) Self-Regulatory Organization’s
                                                    rules/sro.shtml); or                                      BatsEDGA–2017–21]                                     Statement of the Purpose of, and
                                                                                                                                                                    Statutory Basis for, the Proposed Rule
                                                      • Send an email to rule-comments@                       Self-Regulatory Organizations; Bats                   Change
                                                    sec.gov. Please include File Number SR–                   EDGA Exchange, Inc.; Notice of Filing
                                                    NYSEArca–2017–88 on the subject line.                     and Immediate Effectiveness of a                      1. Purpose
                                                                                                              Proposed Rule Change To Amend Rule                       An MDO is a limit order to buy that
                                                    Paper Comments
                                                                                                              11.8, Order Types, To Permit Midpoint                 is displayed at and pegged to the
                                                      • Send paper comments in triplicate                     Discretionary Orders To Be Non-                       National Best Bid (‘‘NBB’’), with
                                                    to Brent J. Fields, Secretary, Securities                 Displayed                                             discretion to execute at prices up to and
                                                    and Exchange Commission, 100 F Street                     August 22, 2017.                                      including the midpoint of the National
                                                    NE., Washington, DC 20549–1090.                              Pursuant to Section 19(b)(1) of the                Best Bid and Offer (‘‘NBBO’’), or a limit
                                                                                                              Securities Exchange Act of 1934 (the                  order to sell that is displayed at and
                                                       All submissions should refer to File                                                                         pegged to the National Best Offer
                                                    Number SR–NYSEArca–2017–88. This                          ‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                                                                              notice is hereby given that on August                 (‘‘NBO’’), with discretion to execute at
                                                    file number should be included on the                                                                           prices down to and including the
                                                    subject line if email is used. To help the                11, 2017, Bats EDGA Exchange, Inc. (the
                                                                                                              ‘‘Exchange’’ or ‘‘EDGA’’) filed with the              midpoint of the NBBO.6 MDOs are
                                                    Commission process and review your                                                                              designed to exercise discretion to
                                                    comments more efficiently, please use                     Securities and Exchange Commission
                                                                                                              (‘‘Commission’’) the proposed rule                    execute to the midpoint of the NBBO
                                                    only one method. The Commission will                                                                            and provide price improvement over the
                                                                                                              change as described in Items I, II, and
                                                    post all comments on the Commission’s                                                                           NBBO.
                                                                                                              III below, which Items have been
                                                    Internet Web site (http://www.sec.gov/                    prepared by the Exchange. The                            Currently, an MDO is displayed on
                                                    rules/sro.shtml). Copies of the                           Exchange has designated this proposal                 the EDGA Book 7 at the NBB or NBO to
                                                    submission, all subsequent                                as a ‘‘non-controversial’’ proposed rule              which it is pegged. The Exchange now
                                                    amendments, all written statements                        change pursuant to Section 19(b)(3)(A)                proposes to permit Users 8 to elect that
                                                    with respect to the proposed rule                         of the Act 3 and Rule 19b–4(f)(6)(iii)                their MDO be Non-Displayed on the
                                                    change that are filed with the                            thereunder,4 which renders it effective               EDGA Book by amending paragraph (e)
                                                    Commission, and all written                               upon filing with the Commission. The                  of Exchange Rule 11.8, Order Types.
                                                    communications relating to the                            Commission is publishing this notice to               Therefore, the Exchange proposes to add
                                                    proposed rule change between the                          solicit comments on the proposed rule                 new paragraph (4) to the description of
                                                    Commission and any person, other than                     change from interested persons.                       MDOs under Rule 11.8(e) stating that an
                                                    those that may be withheld from the                                                                             MDO will default to a Displayed 9
                                                                                                              I. Self-Regulatory Organization’s                     instruction unless the User includes a
                                                    public in accordance with the
                                                                                                              Statement of the Terms of Substance of                Non-Displayed instruction on the order
                                                    provisions of 5 U.S.C. 552, will be
                                                                                                              the Proposed Rule Change                              and will be Displayed or Non-Displayed
                                                    available for Web site viewing and
                                                    printing in the Commission’s Public                          The Exchange filed a proposed rule                 on the EDGA Book at its pegged or limit
                                                                                                              change to permit MidPoint                             price in accordance with paragraph (e)
                                                    Reference Room, 100 F Street NE.,
                                                                                                              Discretionary Orders (‘‘MDO’’) to be                  of Rule 11.8.10 The price to which an
                                                    Washington, DC 20549 on official
                                                                                                              Non-Displayed 5 by amending paragraph                 MDO is pegged to, whether Displayed or
                                                    business days between the hours of                                                                              Non-Displayed, will continue to operate
                                                    10:00 a.m. and 3:00 p.m. Copies of the                    (e) of Exchange Rule 11.8, Order Types.
                                                                                                                 The text of the proposed rule change               in the same manner as it does today in
                                                    filing also will be available for                                                                               all other respects. Proposed paragraph
                                                                                                              is available at the Exchange’s Web site
                                                    inspection and copying at the principal                                                                         (4) of Rule 11.8(e) would also specify
                                                                                                              at www.bats.com, at the principal office
                                                    office of the Exchange. All comments                                                                            that a User may elect that its MDO that
                                                                                                              of the Exchange, and at the
                                                    received will be posted without change;                   Commission’s Public Reference Room.                   is displayed on the EDGA Book include
                                                    the Commission does not edit personal                                                                           the User’s market participant identifier
                                                    identifying information from                              II. Self-Regulatory Organization’s                    (‘‘MPID’’) by selecting the Attributable
                                                    submissions. You should submit only                       Statement of the Purpose of, and                      instruction.11 Otherwise, an MDO with
                                                    information that you wish to make                         Statutory Basis for, the Proposed Rule                a Displayed instruction will
                                                    available publicly. All submissions                       Change                                                automatically default to a Non-
                                                    should refer to File Number SR–                             In its filing with the Commission, the              Attributable 12 instruction. This is
                                                    NYSEArca–2017–88 and should be                            Exchange included statements                          consistent with the current operation of
                                                    submitted on or before September 18,                      concerning the purpose of and basis for               orders that are to be displayed on the
                                                    2017.                                                     the proposed rule change and discussed                EDGA Book.13
                                                      For the Commission, by the Division of
                                                                                                              any comments it received on the
                                                    Trading and Markets, pursuant to delegated
                                                                                                              proposed rule change. The text of these                 6 See Exchange Rule 11.8(e) for a complete

                                                                                                              statements may be examined at the                     description of the operation of MDOs.
                                                    authority.22
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                                                                                                                                                                      7 See Exchange Rule 1.5(d).
                                                                                                              places specified in Item IV below. The
                                                    Eduardo A. Aleman,                                                                                                8 See Exchange Rule 1.5(ee).
                                                                                                              Exchange has prepared summaries, set                    9 See Exchange Rule 11.6(e)(1).
                                                    Assistant Secretary.                                      forth in Sections A, B, and C below, of                 10 The Exchange proposes to renumber existing
                                                    [FR Doc. 2017–18125 Filed 8–25–17; 8:45 am]
                                                                                                                                                                    paragraph (4) as (5) and to increase the numbering
                                                                                                                1 15 U.S.C. 78s(b)(1).
                                                    BILLING CODE 8011–01–P                                                                                          of each following paragraph under Rule 11.8(e)
                                                                                                                2 17 CFR 240.19b–4.                                 accordingly.
                                                                                                                3 15 U.S.C. 78s(b)(3)(A).                             11 See Exchange Rule 11.6(a).
                                                                                                                4 17 CFR 240.19b–4(f)(6)(iii).                        12 See Exchange Rule 11.6(a)(1).
                                                      22 17   CFR 200.30–3(a)(12).                              5 See Exchange Rule 11.6(e)(2).                       13 See e.g, Exchange Rule 11.8(b)(4).




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Document Created: 2017-08-28 11:30:31
Document Modified: 2017-08-28 11:30:31
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 40816 

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