82_FR_45289 82 FR 45103 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To List and Trade Shares of the iShares Inflation Hedged Corporate Bond ETF, a Series of the iShares U.S. ETF Trust, Under Rule 14.11(i), Managed Fund Shares

82 FR 45103 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To List and Trade Shares of the iShares Inflation Hedged Corporate Bond ETF, a Series of the iShares U.S. ETF Trust, Under Rule 14.11(i), Managed Fund Shares

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 186 (September 27, 2017)

Page Range45103-45106
FR Document2017-20625

Federal Register, Volume 82 Issue 186 (Wednesday, September 27, 2017)
[Federal Register Volume 82, Number 186 (Wednesday, September 27, 2017)]
[Notices]
[Pages 45103-45106]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-20625]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81671; File No. SR-BatsBZX-2017-54]


Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of 
Filing of a Proposed Rule Change To List and Trade Shares of the 
iShares Inflation Hedged Corporate Bond ETF, a Series of the iShares 
U.S. ETF Trust, Under Rule 14.11(i), Managed Fund Shares

September 21, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on September 7, 2017, Bats BZX Exchange, Inc. (``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to list and trade shares of the 
iShares Inflation Hedged Corporate Bond ETF (the ``Fund''), a series of 
the iShares U.S. ETF Trust (the ``Trust''), under Rule 14.11(i) 
(``Managed Fund Shares''). The shares of the Fund are referred to 
herein as the ``Shares.''
    The text of the proposed rule change is available at the Exchange's 
Web site at www.bats.com, at the principal office of the Exchange, and 
at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade the Shares under Rule 
14.11(i), which governs the listing and trading of Managed Fund Shares 
on the Exchange.\3\ The Fund will be an actively managed exchange-
traded fund that seeks to mitigate the inflation risk of a portfolio 
composed of U.S. dollar-denominated investment-grade corporate bonds 
either through holding such bonds or through holding exchange-traded 
funds that hold such bonds, as further described below. The Exchange 
submits this proposal in order to allow the Fund to hold Inflation 
Hedging Instruments, as defined below, in a manner that may not comply 
with Rule 14.11(i)(4)(C)(iv)(a),\4\ Rule 14.11(i)(4)(C)(iv)(b),\5\ and/
or Rule

[[Page 45104]]

14.11(i)(4)(C)(v),\6\ as further described below. Otherwise, the Fund 
will comply with all other listing requirements on an initial and 
continued listing basis under Rule 14.11(i).
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    \3\ The Commission originally approved BZX Rule 14.11(i) in 
Securities Exchange Act Release No. 65225 (August 30, 2011), 76 FR 
55148 (September 6, 2011) (SR-BATS-2011-018) and subsequently 
approved generic listing standards for Managed Fund Shares under 
Rule 14.11(i) in Securities Exchange Act Release No. 78396 (July 22, 
2016), 81 FR 49698 (July 28, 2016) (SR-BATS-2015-100).
    \4\ Rule 14.11(i)(4)(C)(iv)(a) provides that ``there shall be no 
limitation to the percentage of the portfolio invested in such 
holdings; provided, however, that in the aggregate, at least 90% of 
the weight of such holdings invested in futures, exchange-traded 
options, and listed swaps shall, on both an initial and continuing 
basis, consist of futures, options, and swaps for which the Exchange 
may obtain information via the Intermarket Surveillance Group 
(``ISG'') from other members or affiliates of the ISG or for which 
the principal market is a market with which the Exchange has a 
comprehensive surveillance sharing agreement, calculated using the 
aggregate gross notional value of such holdings.'' The Exchange is 
proposing that the Fund be exempt from this requirement only as it 
relates to the Fund's holdings in certain credit default swaps and 
Inflation Swaps, as further described below.
    \5\ Rule 14.11(i)(4)(C)(iv)(b) provides that ``the aggregate 
gross notional value of listed derivatives based on any five or 
fewer underlying reference assets shall not exceed 65% of the weight 
of the portfolio (including gross notional exposures), and the 
aggregate gross notional value of listed derivatives based on any 
single underlying reference asset shall not exceed 30% of the weight 
of the portfolio (including gross notional exposures).'' The 
Exchange is proposing that the Fund be exempt only from the 
requirement of Rule 14.11(i)(4)(C)(iv)(b) that prevents the 
aggregate gross notional value of listed derivatives based on any 
single underlying reference asset from exceeding 30% of the weight 
of the portfolio (including gross notional exposures). The Exchange 
is proposing that the Fund be exempt from this requirement only as 
it relates to the Fund's holdings in listed derivatives, which 
include U.S. Treasury futures, credit default swaps, and certain 
Inflation Swaps, as further described below. The Fund will meet the 
requirement that the aggregate gross notional value of listed 
derivatives based on any five or fewer underlying reference assets 
shall not exceed 65% of the weight of the portfolio (including gross 
notional exposures).
    \6\ Rule 14.11(i)(4)(C)(v) provides that ``the portfolio may, on 
both an initial and continuing basis, hold OTC derivatives, 
including forwards, options, and swaps on commodities, currencies 
and financial instruments (e.g., stocks, fixed income, interest 
rates, and volatility) or a basket or index of any of the foregoing, 
however the aggregate gross notional value of OTC Derivatives shall 
not exceed 20% of the weight of the portfolio (including gross 
notional exposures).'' The Exchange is proposing that the Fund be 
exempt from this requirement only as it relates to the Fund's 
holdings in OTC derivatives, which include total return swaps and 
certain inflation swaps, as further described below.
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    The Shares will be offered by the Trust, which was established as a 
Delaware statutory trust on June 21, 2011. The Trust is registered with 
the Commission as an open-end investment company and has filed a 
registration statement on behalf of the Fund on Form N-1A 
(``Registration Statement'') with the Commission.\7\
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    \7\ See Registration Statement on Form N-1A for the Trust, dated 
April 6, 2017 (File Nos. 333-179904 and 811-22649). The descriptions 
of the Fund and the Shares contained herein are based, in part, on 
information in the Registration Statement. The Commission has issued 
an order granting certain exemptive relief to the Company under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') (the 
``Exemptive Order''). See Investment Company Act Release No. 29571 
(January 24, 2011) (File No. 812-13601).
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    The Fund intends to qualify each year as a regulated investment 
company under Subchapter M of the Internal Revenue Code of 1986, as 
amended.
iShares Inflation Hedged Corporate Bond ETF
    According to the Registration Statement, the Fund will be an 
actively managed exchange-traded fund that will seek to mitigate the 
inflation risk of a portfolio composed of U.S. dollar-denominated 
investment-grade corporate bonds. The Fund seeks to achieve its 
investment objective by investing, under Normal Market Conditions,\8\ 
at least 80% of its net assets in the iShares iBoxx $ Investment Grade 
Corporate Bond ETF (the ``Underlying Fund''), U.S. dollar-denominated 
investment-grade corporate bonds, in one or more other underlying ETFs 
\9\ that principally invest in investment-grade corporate bonds, and in 
Inflation Hedging Instruments, as defined below. The Fund will gain 
exposure to U.S. dollar-denominated investment-grade corporate bonds 
primarily through investing in the Underlying Fund. As an alternative, 
the Fund may gain such exposure by investing in U.S. dollar-denominated 
investment-grade corporate bonds or through other exchange-traded funds 
that are listed on a national securities exchange that principally 
invest in investment-grade corporate bonds. The Fund will attempt to 
mitigate the inflation risk of the Fund's exposure to U.S. dollar-
denominated investment-grade corporate bonds primarily through the use 
of either OTC or listed inflation swaps (i.e., contracts in which the 
Fund will make fixed-rate payments based on notional amount while 
receiving floating-rate payments determined from an inflation index) 
(``Inflation Swaps''),\10\ which are managed on an active basis. As an 
alternative, the Fund may also attempt to mitigate the inflation risk 
of the underlying securities or the Underlying Fund through investing 
in other products designed to transfer inflation risk from one party to 
another, including but not limited to Treasury Inflation-Protected 
Securities (``TIPS''), total return swaps,\11\ credit default 
swaps,\12\ and U.S. Treasury futures \13\ (collectively with Inflation 
Swaps, ``Inflation Hedging Instruments''). The Exchange is proposing to 
allow the Fund to hold up to 50% of the weight of its portfolio 
(including gross notional exposure) in Inflation Hedging Instruments, 
collectively, in a manner that may not comply with Rules 
14.11(i)(4)(C)(iv)(a),\14\ 14.11(i)(4)(C)(iv)(b),\15\ and/or 
14.11(i)(4)(C)(v),\16\ as discussed above.
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    \8\ As defined in Rule 14.11(i)(3)(E), the term ``Normal Market 
Conditions'' includes, but is not limited to, the absence of trading 
halts in the applicable financial markets generally; operational 
issues causing dissemination of inaccurate market information or 
system failures; or force majeure type events such as natural or 
man-made disaster, act of God, armed conflict, act of terrorism, 
riot or labor disruption, or any similar intervening circumstance.
    \9\ For purposes of this proposal, the term ETF includes 
Portfolio Depositary Receipts, Index Fund Shares, and Managed Fund 
Shares as defined in Rule 14.11(b), (c), and (i), respectively, and 
their equivalents on other national securities exchanges.
    \10\ See supra notes 4, 5, and 6. All Inflation Swaps held by 
the Fund will be listed and/or centrally cleared in order to reduce 
counterparty risk.
    \11\ See supra note 6. The Fund will attempt to limit 
counterparty risk in non-cleared swap contracts by entering into 
such contracts only with counterparties the Adviser believes are 
creditworthy and by limiting the Fund's exposure to each 
counterparty. The Adviser will monitor the creditworthiness of each 
counterparty and the Fund's exposure to each counterparty on an 
ongoing basis.
    \12\ See supra notes 4 and 5. Credit default swaps held by the 
Fund will be traded on a U.S. Swap Execution Facility registered 
with the Commodity Futures Trading Commission.
    \13\ See supra note 5.
    \14\ See supra note 4.
    \15\ See supra note 5.
    \16\ See supra note 6.
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    The Fund's investments, including derivatives, will be consistent 
with the Fund's investment objective and will not be used to enhance 
leverage (although certain derivatives and other investments may result 
in leverage). That is, while the Fund will be permitted to borrow as 
permitted under the 1940 Act, the Fund's investments will not be used 
to seek performance that is the multiple or inverse multiple (i.e., 2Xs 
and 3Xs) of the Fund's primary broad-based securities benchmark index 
(as defined in Form N-1A). The Fund will only use those derivatives 
included in the defined term Inflation Hedging Instruments. The Fund's 
use of derivative instruments will be collateralized. As noted above, 
the Fund will only use derivative instruments in order to attempt to 
mitigate the inflation risk of the U.S. dollar-denominated investment-
grade corporate bonds.
    The Exchange notes that the Fund may also hold certain fixed income 
securities and cash and cash equivalents in compliance with Rules 
14.11(i)(4)(C)(ii) and (iii) in order to collateralize its derivatives 
positions.
Surveillance
    The Exchange represents that, except for the exceptions to BZX Rule 
14.11(i)(4)(C) described above, the Fund's proposed investments will 
satisfy, on an initial and continued listing basis, all of the generic 
listing standards under BZX Rule 14.11(i)(4)(C) and all other 
applicable requirements for Managed Fund Shares under Rule 14.11(i). 
The Trust is required to comply with Rule 10A-3 under the Act for the 
initial and continued listing of the Shares of the Fund. In addition, 
the Exchange represents that the Shares of the Fund will comply with 
all other requirements applicable to Managed Fund Shares including, but 
not limited to, requirements relating to the dissemination of key 
information such as the Disclosed Portfolio, Net Asset Value, and the 
Intraday Indicative Value, rules governing the trading of equity 
securities, trading hours, trading halts, surveillance, and the 
information circular, as set forth in Exchange rules applicable to 
Managed Fund Shares and the orders approving such rules. At least 
100,000 Shares will be outstanding upon the commencement of trading.
    Moreover, all of the equity securities and futures contracts held 
by the Fund

[[Page 45105]]

will trade on markets that are a member of Intermarket Surveillance 
Group (``ISG'') or affiliated with a member of ISG or with which the 
Exchange has in place a comprehensive surveillance sharing 
agreement.\17\ Additionally, the Exchange or FINRA, on behalf of the 
Exchange, are able to access, as needed, trade information for certain 
fixed income instruments reported to FINRA's Trade Reporting and 
Compliance Engine (``TRACE''). All statements and representations made 
in this filing regarding the description of the portfolio or reference 
assets, limitations on portfolio holdings or reference assets, 
dissemination and availability of index, reference asset, and intraday 
indicative values, and the applicability of Exchange rules specified in 
this filing shall constitute continued listing requirements for the 
Fund. The issuer has represented to the Exchange that it will advise 
the Exchange of any failure by the Fund or the Shares to comply with 
the continued listing requirements, and, pursuant to its obligations 
under Section 19(g)(1) of the Act, the Exchange will surveil for 
compliance with the continued listing requirements. If the Fund or the 
Shares are not in compliance with the applicable listing requirements, 
the Exchange will commence delisting procedures under Exchange Rule 
14.12.
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    \17\ For a list of the current members and affiliate members of 
ISG, see www.isgportal.com. The Exchange notes that not all 
components of the Disclosed Portfolio for the Fund may trade on 
markets that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement.
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Availability of Information
    As noted above, the Fund will comply with the requirements for 
Managed Fund Shares related to Disclosed Portfolio, Net Asset Value, 
and the Intraday Indicative Value. Additionally, the intra-day, closing 
and settlement prices of exchange-traded portfolio assets, including 
ETPs and futures, will be readily available from the securities 
exchanges and futures exchanges trading such securities and futures, as 
the case may be, automated quotation systems, published or other public 
sources, or online information services such as Bloomberg or Reuters. 
Intraday price quotations on swaps, TIPS, and fixed income instruments 
are available from major broker-dealer firms and from third-parties, 
which may provide prices free with a time delay or in real-time for a 
paid fee.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \18\ in general and Section 6(b)(5) of the Act \19\ in 
particular in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in facilitating transactions in securities, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system and, in general, to protect investors and the 
public interest.
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    \18\ 15 U.S.C. 78f.
    \19\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system and, in general, to 
protect investors and the public interest in that the Shares will meet 
each of the initial and continued listing criteria in BZX Rule 14.11(i) 
except that the Fund may not comply with Rules 
14.11(i)(4)(C)(iv)(a),\20\ 14.11(i)(4)(C)(iv)(b),\21\ and/or 
14.11(i)(4)(C)(v).\22\ Further, the Exchange believes that the 
liquidity in the Treasury futures, credit default swaps, and listed 
Inflation Swaps markets mitigates the concerns that Rule 
14.11(i)(4)(C)(iv)(b) is intended to address and that such liquidity 
would prevent the Shares from being susceptible to manipulation. The 
Exchange also notes that the Fund will attempt to limit counterparty 
risk in non-cleared OTC swap contracts, namely total return swaps and 
certain Inflation Swaps, by entering into such contracts only with 
counterparties the Adviser believes are creditworthy and by limiting 
the Fund's exposure to each counterparty. The Adviser will monitor the 
creditworthiness of each counterparty and the Fund's exposure to each 
counterparty on an ongoing basis.
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    \20\ See supra note 4.
    \21\ See supra note 5.
    \22\ See supra note 6.
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    As it relates to Rule 14.11(i)(4)(C)(iv)(a), the Exchange believes 
that its surveillance procedures are adequate to properly monitor the 
trading of the Shares on the Exchange during all trading sessions and 
to deter and detect violations of Exchange rules and the applicable 
federal securities laws. All of the futures contracts, equity 
securities, and certain of the listed credit default swaps held by the 
Fund will trade on markets that are a member of ISG or affiliated with 
a member of ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement. The Exchange or FINRA, on behalf of the 
Exchange, may obtain information regarding trading in the Shares and 
the underlying futures contracts, equity securities, and certain of the 
listed credit default swaps held by the Fund via the ISG from other 
exchanges who are members or affiliates of the ISG or with which the 
Exchange has entered into a comprehensive surveillance sharing 
agreement.\23\ Additionally, the Exchange or FINRA, on behalf of the 
Exchange, may access, as needed, trade information for certain fixed 
income instruments reported to FINRA's Trade Reporting and Compliance 
Engine (``TRACE'').
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    \23\ See note 17, supra.
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    The Exchange notes that the Fund will meet and be subject to all 
other requirements of the Generic Listing Rules and other applicable 
continued listing requirements for Managed Fund Shares under Rule 
14.11(i), including those requirements regarding the Disclosed 
Portfolio and the requirement that the Disclosed Portfolio will be made 
available to all market participants at the same time,\24\ Intraday 
Indicative Value,\25\ suspension of trading or removal,\26\ trading 
halts,\27\ disclosure,\28\ and firewalls.\29\ Further, at least 100,000 
Shares will be outstanding upon the commencement of trading.
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    \24\ See Rule 14.11(i)(4)(B)(ii).
    \25\ See Rule 14.11(i)(4)(B)(i).
    \26\ See Rule 14.11(i)(4)(B)(iii).
    \27\ See Rule 14.11(i)(4)(B)(iv).
    \28\ See Rule 14.11(i)(6).
    \29\ See Rule 14.11(i)(7).
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    For the above reasons, the Exchange believes that the proposed rule 
change is consistent with the requirements of Section 6(b)(5) of the 
Act.

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, rather will facilitate the listing and trading of 
an additional actively-managed exchange-traded product that will 
enhance competition among both market participants and listing venues, 
to the benefit of investors and the marketplace.

[[Page 45106]]

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

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

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

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File No. SR-BatsBZX-2017-54 on the subject line.

Paper Comments

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

All submissions should refer to File No. SR-BatsBZX-2017-54. 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 No. SR-BatsBZX-2017-54 and should be 
submitted on or before October 18, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
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    \30\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-20625 Filed 9-26-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                                            Federal Register / Vol. 82, No. 186 / Wednesday, September 27, 2017 / Notices                                                      45103

                                                    change should be approved or                              For the Commission, by the Division of              statements may be examined at the
                                                    disapproved.                                            Trading and Markets, pursuant to delegated            places specified in Item IV below. The
                                                                                                            authority.24                                          Exchange has prepared summaries, set
                                                    IV. Solicitation of Comments                            Eduardo A. Aleman,                                    forth in Sections A, B, and C below, of
                                                      Interested persons are invited to                     Assistant Secretary.                                  the most significant parts of such
                                                    submit written data, views, and                         [FR Doc. 2017–20626 Filed 9–26–17; 8:45 am]           statements.
                                                    arguments concerning the foregoing,                     BILLING CODE 8011–01–P
                                                                                                                                                                  A. Self-Regulatory Organization’s
                                                    including whether the proposed rule                                                                           Statement of the Purpose of, and
                                                    change is consistent with the Act.                                                                            Statutory Basis for, the Proposed Rule
                                                    Comments may be submitted by any of                     SECURITIES AND EXCHANGE
                                                                                                                                                                  Change
                                                    the following methods:                                  COMMISSION
                                                                                                                                                                  1. Purpose
                                                                                                            [Release No. 34–81671; File No. SR–
                                                    Electronic Comments                                     BatsBZX–2017–54]                                         The Exchange proposes to list and
                                                                                                                                                                  trade the Shares under Rule 14.11(i),
                                                       • Use the Commission’s Internet                      Self-Regulatory Organizations; Bats                   which governs the listing and trading of
                                                    comment form (http://www.sec.gov/                       BZX Exchange, Inc.; Notice of Filing of               Managed Fund Shares on the
                                                    rules/sro.shtml); or                                    a Proposed Rule Change To List and                    Exchange.3 The Fund will be an actively
                                                       • Send an email to rule-comments@                    Trade Shares of the iShares Inflation                 managed exchange-traded fund that
                                                    sec.gov. Please include File Number SR–                 Hedged Corporate Bond ETF, a Series                   seeks to mitigate the inflation risk of a
                                                    NYSEAMER–2017–17 on the subject                         of the iShares U.S. ETF Trust, Under                  portfolio composed of U.S. dollar-
                                                    line.                                                   Rule 14.11(i), Managed Fund Shares                    denominated investment-grade
                                                                                                                                                                  corporate bonds either through holding
                                                    Paper Comments                                          September 21, 2017.
                                                                                                                                                                  such bonds or through holding
                                                                                                               Pursuant to Section 19(b)(1) of the                exchange-traded funds that hold such
                                                       • Send paper comments in triplicate                  Securities Exchange Act of 1934 (the
                                                    to Secretary, Securities and Exchange                                                                         bonds, as further described below. The
                                                                                                            ‘‘Act’’) 1 and Rule 19b–4 thereunder,2                Exchange submits this proposal in order
                                                    Commission, 100 F Street NE.,                           notice is hereby given that on
                                                    Washington, DC 20549–1090.                                                                                    to allow the Fund to hold Inflation
                                                                                                            September 7, 2017, Bats BZX Exchange,                 Hedging Instruments, as defined below,
                                                    All submissions should refer to File                    Inc. (‘‘Exchange’’ or ‘‘BZX’’) filed with             in a manner that may not comply with
                                                    Number SR–NYSEAMER–2017–17. This                        the Securities and Exchange                           Rule 14.11(i)(4)(C)(iv)(a),4 Rule
                                                    file number should be included on the                   Commission (‘‘Commission’’) the                       14.11(i)(4)(C)(iv)(b),5 and/or Rule
                                                    subject line if email is used. To help the              proposed rule change as described in
                                                    Commission process and review your                      Items I and II below, which Items have                   3 The Commission originally approved BZX Rule

                                                    comments more efficiently, please use                   been prepared by the Exchange. The                    14.11(i) in Securities Exchange Act Release No.
                                                    only one method. The Commission will                    Commission is publishing this notice to               65225 (August 30, 2011), 76 FR 55148 (September
                                                                                                                                                                  6, 2011) (SR–BATS–2011–018) and subsequently
                                                    post all comments on the Commission’s                   solicit comments on the proposed rule                 approved generic listing standards for Managed
                                                    Internet Web site (http://www.sec.gov/                  change from interested persons.                       Fund Shares under Rule 14.11(i) in Securities
                                                    rules/sro.shtml). Copies of the                                                                               Exchange Act Release No. 78396 (July 22, 2016), 81
                                                                                                            I. Self-Regulatory Organization’s                     FR 49698 (July 28, 2016) (SR–BATS–2015–100).
                                                    submission, all subsequent
                                                                                                            Statement of the Terms of Substance of                   4 Rule 14.11(i)(4)(C)(iv)(a) provides that ‘‘there
                                                    amendments, all written statements                      the Proposed Rule Change                              shall be no limitation to the percentage of the
                                                    with respect to the proposed rule                                                                             portfolio invested in such holdings; provided,
                                                    change that are filed with the                             The Exchange filed a proposal to list              however, that in the aggregate, at least 90% of the
                                                    Commission, and all written                             and trade shares of the iShares Inflation             weight of such holdings invested in futures,
                                                                                                            Hedged Corporate Bond ETF (the                        exchange-traded options, and listed swaps shall, on
                                                    communications relating to the                                                                                both an initial and continuing basis, consist of
                                                    proposed rule change between the                        ‘‘Fund’’), a series of the iShares U.S.               futures, options, and swaps for which the Exchange
                                                    Commission and any person, other than                   ETF Trust (the ‘‘Trust’’), under Rule                 may obtain information via the Intermarket
                                                    those that may be withheld from the                     14.11(i) (‘‘Managed Fund Shares’’). The               Surveillance Group (‘‘ISG’’) from other members or
                                                                                                            shares of the Fund are referred to herein             affiliates of the ISG or for which the principal
                                                    public in accordance with the                                                                                 market is a market with which the Exchange has a
                                                    provisions of 5 U.S.C. 552, will be                     as the ‘‘Shares.’’                                    comprehensive surveillance sharing agreement,
                                                    available for Web site viewing and                         The text of the proposed rule change               calculated using the aggregate gross notional value
                                                    printing in the Commission’s Public                     is available at the Exchange’s Web site               of such holdings.’’ The Exchange is proposing that
                                                                                                            at www.bats.com, at the principal office              the Fund be exempt from this requirement only as
                                                    Reference Room, 100 F Street NE.,                                                                             it relates to the Fund’s holdings in certain credit
                                                    Washington, DC 20549 on official                        of the Exchange, and at the                           default swaps and Inflation Swaps, as further
                                                    business days between the hours of                      Commission’s Public Reference Room.                   described below.
                                                                                                                                                                     5 Rule 14.11(i)(4)(C)(iv)(b) provides that ‘‘the
                                                    10:00 a.m. and 3:00 p.m. Copies of the                  II. Self-Regulatory Organization’s                    aggregate gross notional value of listed derivatives
                                                    filing also will be available for                       Statement of the Purpose of, and                      based on any five or fewer underlying reference
                                                    inspection and copying at the principal                 Statutory Basis for, the Proposed Rule                assets shall not exceed 65% of the weight of the
                                                    office of the Exchange. All comments                    Change                                                portfolio (including gross notional exposures), and
                                                                                                                                                                  the aggregate gross notional value of listed
                                                    received will be posted without change;
                                                                                                              In its filing with the Commission, the              derivatives based on any single underlying
                                                    the Commission does not edit personal
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                                                                            Exchange included statements                          reference asset shall not exceed 30% of the weight
                                                    identifying information from                                                                                  of the portfolio (including gross notional
                                                                                                            concerning the purpose of and basis for               exposures).’’ The Exchange is proposing that the
                                                    submissions. You should submit only
                                                                                                            the proposed rule change and discussed                Fund be exempt only from the requirement of Rule
                                                    information that you wish to make
                                                                                                            any comments it received on the                       14.11(i)(4)(C)(iv)(b) that prevents the aggregate gross
                                                    available publicly. All submissions                                                                           notional value of listed derivatives based on any
                                                                                                            proposed rule change. The text of these
                                                    should refer to File Number SR–                                                                               single underlying reference asset from exceeding
                                                    NYSEAMER–2017–17 and should be                                                                                30% of the weight of the portfolio (including gross
                                                                                                              24 17 CFR 200.30–3(a)(12).                          notional exposures). The Exchange is proposing
                                                    submitted on or before October 18,                        1 15 U.S.C. 78s(b)(1).                              that the Fund be exempt from this requirement only
                                                    2017.                                                     2 17 CFR 240.19b–4.                                                                              Continued




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                                                    45104                    Federal Register / Vol. 82, No. 186 / Wednesday, September 27, 2017 / Notices

                                                    14.11(i)(4)(C)(v),6 as further described                  Grade Corporate Bond ETF (the                           14.11(i)(4)(C)(iv)(a),14
                                                    below. Otherwise, the Fund will comply                    ‘‘Underlying Fund’’), U.S. dollar-                      14.11(i)(4)(C)(iv)(b),15 and/or
                                                    with all other listing requirements on an                 denominated investment-grade                            14.11(i)(4)(C)(v),16 as discussed above.
                                                    initial and continued listing basis under                 corporate bonds, in one or more other                      The Fund’s investments, including
                                                    Rule 14.11(i).                                            underlying ETFs 9 that principally                      derivatives, will be consistent with the
                                                      The Shares will be offered by the                       invest in investment-grade corporate                    Fund’s investment objective and will
                                                    Trust, which was established as a                         bonds, and in Inflation Hedging                         not be used to enhance leverage
                                                    Delaware statutory trust on June 21,                      Instruments, as defined below. The                      (although certain derivatives and other
                                                    2011. The Trust is registered with the                    Fund will gain exposure to U.S. dollar-                 investments may result in leverage).
                                                    Commission as an open-end investment                      denominated investment-grade                            That is, while the Fund will be
                                                    company and has filed a registration                      corporate bonds primarily through                       permitted to borrow as permitted under
                                                    statement on behalf of the Fund on                        investing in the Underlying Fund. As an                 the 1940 Act, the Fund’s investments
                                                    Form N–1A (‘‘Registration Statement’’)                    alternative, the Fund may gain such                     will not be used to seek performance
                                                    with the Commission.7                                     exposure by investing in U.S. dollar-                   that is the multiple or inverse multiple
                                                      The Fund intends to qualify each year                   denominated investment-grade                            (i.e., 2Xs and 3Xs) of the Fund’s primary
                                                    as a regulated investment company                         corporate bonds or through other                        broad-based securities benchmark index
                                                    under Subchapter M of the Internal                        exchange-traded funds that are listed on                (as defined in Form N–1A). The Fund
                                                    Revenue Code of 1986, as amended.                         a national securities exchange that                     will only use those derivatives included
                                                    iShares Inflation Hedged Corporate                        principally invest in investment-grade                  in the defined term Inflation Hedging
                                                    Bond ETF                                                  corporate bonds. The Fund will attempt                  Instruments. The Fund’s use of
                                                                                                              to mitigate the inflation risk of the                   derivative instruments will be
                                                      According to the Registration                           Fund’s exposure to U.S. dollar-                         collateralized. As noted above, the Fund
                                                    Statement, the Fund will be an actively                   denominated investment-grade                            will only use derivative instruments in
                                                    managed exchange-traded fund that will                    corporate bonds primarily through the                   order to attempt to mitigate the inflation
                                                    seek to mitigate the inflation risk of a                  use of either OTC or listed inflation                   risk of the U.S. dollar-denominated
                                                    portfolio composed of U.S. dollar-                        swaps (i.e., contracts in which the Fund                investment-grade corporate bonds.
                                                    denominated investment-grade                              will make fixed-rate payments based on                     The Exchange notes that the Fund
                                                    corporate bonds. The Fund seeks to                        notional amount while receiving                         may also hold certain fixed income
                                                    achieve its investment objective by                       floating-rate payments determined from                  securities and cash and cash equivalents
                                                    investing, under Normal Market                            an inflation index) (‘‘Inflation                        in compliance with Rules
                                                    Conditions,8 at least 80% of its net                      Swaps’’),10 which are managed on an                     14.11(i)(4)(C)(ii) and (iii) in order to
                                                    assets in the iShares iBoxx $ Investment                  active basis. As an alternative, the Fund               collateralize its derivatives positions.
                                                                                                              may also attempt to mitigate the
                                                    as it relates to the Fund’s holdings in listed                                                                    Surveillance
                                                                                                              inflation risk of the underlying
                                                    derivatives, which include U.S. Treasury futures,                                                                    The Exchange represents that, except
                                                    credit default swaps, and certain Inflation Swaps,
                                                                                                              securities or the Underlying Fund
                                                    as further described below. The Fund will meet the        through investing in other products                     for the exceptions to BZX Rule
                                                    requirement that the aggregate gross notional value       designed to transfer inflation risk from                14.11(i)(4)(C) described above, the
                                                    of listed derivatives based on any five or fewer          one party to another, including but not                 Fund’s proposed investments will
                                                    underlying reference assets shall not exceed 65% of       limited to Treasury Inflation-Protected                 satisfy, on an initial and continued
                                                    the weight of the portfolio (including gross notional
                                                    exposures).                                               Securities (‘‘TIPS’’), total return                     listing basis, all of the generic listing
                                                       6 Rule 14.11(i)(4)(C)(v) provides that ‘‘the           swaps,11 credit default swaps,12 and                    standards under BZX Rule 14.11(i)(4)(C)
                                                    portfolio may, on both an initial and continuing          U.S. Treasury futures 13 (collectively                  and all other applicable requirements
                                                    basis, hold OTC derivatives, including forwards,          with Inflation Swaps, ‘‘Inflation                       for Managed Fund Shares under Rule
                                                    options, and swaps on commodities, currencies and                                                                 14.11(i). The Trust is required to comply
                                                    financial instruments (e.g., stocks, fixed income,
                                                                                                              Hedging Instruments’’). The Exchange is
                                                    interest rates, and volatility) or a basket or index of   proposing to allow the Fund to hold up                  with Rule 10A–3 under the Act for the
                                                    any of the foregoing, however the aggregate gross         to 50% of the weight of its portfolio                   initial and continued listing of the
                                                    notional value of OTC Derivatives shall not exceed        (including gross notional exposure) in                  Shares of the Fund. In addition, the
                                                    20% of the weight of the portfolio (including gross       Inflation Hedging Instruments,                          Exchange represents that the Shares of
                                                    notional exposures).’’ The Exchange is proposing
                                                    that the Fund be exempt from this requirement only        collectively, in a manner that may not                  the Fund will comply with all other
                                                    as it relates to the Fund’s holdings in OTC               comply with Rules                                       requirements applicable to Managed
                                                    derivatives, which include total return swaps and                                                                 Fund Shares including, but not limited
                                                    certain inflation swaps, as further described below.        9 For purposes of this proposal, the term ETF
                                                                                                                                                                      to, requirements relating to the
                                                       7 See Registration Statement on Form N–1A for
                                                                                                              includes Portfolio Depositary Receipts, Index Fund      dissemination of key information such
                                                    the Trust, dated April 6, 2017 (File Nos. 333–            Shares, and Managed Fund Shares as defined in
                                                    179904 and 811–22649). The descriptions of the            Rule 14.11(b), (c), and (i), respectively, and their    as the Disclosed Portfolio, Net Asset
                                                    Fund and the Shares contained herein are based, in        equivalents on other national securities exchanges.     Value, and the Intraday Indicative
                                                    part, on information in the Registration Statement.         10 See supra notes 4, 5, and 6. All Inflation Swaps
                                                                                                                                                                      Value, rules governing the trading of
                                                    The Commission has issued an order granting               held by the Fund will be listed and/or centrally
                                                    certain exemptive relief to the Company under the         cleared in order to reduce counterparty risk.
                                                                                                                                                                      equity securities, trading hours, trading
                                                    Investment Company Act of 1940 (15 U.S.C. 80a–              11 See supra note 6. The Fund will attempt to         halts, surveillance, and the information
                                                    1) (‘‘1940 Act’’) (the ‘‘Exemptive Order’’). See          limit counterparty risk in non-cleared swap             circular, as set forth in Exchange rules
                                                    Investment Company Act Release No. 29571                  contracts by entering into such contracts only with     applicable to Managed Fund Shares and
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    (January 24, 2011) (File No. 812–13601).                  counterparties the Adviser believes are
                                                       8 As defined in Rule 14.11(i)(3)(E), the term          creditworthy and by limiting the Fund’s exposure
                                                                                                                                                                      the orders approving such rules. At least
                                                    ‘‘Normal Market Conditions’’ includes, but is not         to each counterparty. The Adviser will monitor the      100,000 Shares will be outstanding
                                                    limited to, the absence of trading halts in the           creditworthiness of each counterparty and the           upon the commencement of trading.
                                                    applicable financial markets generally; operational       Fund’s exposure to each counterparty on an                 Moreover, all of the equity securities
                                                    issues causing dissemination of inaccurate market         ongoing basis.
                                                                                                                12 See supra notes 4 and 5. Credit default swaps
                                                                                                                                                                      and futures contracts held by the Fund
                                                    information or system failures; or force majeure
                                                    type events such as natural or man-made disaster,         held by the Fund will be traded on a U.S. Swap
                                                                                                                                                                       14 See supra note 4.
                                                    act of God, armed conflict, act of terrorism, riot or     Execution Facility registered with the Commodity
                                                                                                              Futures Trading Commission.                              15 See supra note 5.
                                                    labor disruption, or any similar intervening
                                                    circumstance.                                               13 See supra note 5.                                   16 See supra note 6.




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                                                                             Federal Register / Vol. 82, No. 186 / Wednesday, September 27, 2017 / Notices                                             45105

                                                    will trade on markets that are a member                 of the Act 18 in general and Section                  will trade on markets that are a member
                                                    of Intermarket Surveillance Group                       6(b)(5) of the Act 19 in particular in that           of ISG or affiliated with a member of
                                                    (‘‘ISG’’) or affiliated with a member of                it is designed to prevent fraudulent and              ISG or with which the Exchange has in
                                                    ISG or with which the Exchange has in                   manipulative acts and practices, to                   place a comprehensive surveillance
                                                    place a comprehensive surveillance                      promote just and equitable principles of              sharing agreement. The Exchange or
                                                    sharing agreement.17 Additionally, the                  trade, to foster cooperation and                      FINRA, on behalf of the Exchange, may
                                                    Exchange or FINRA, on behalf of the                     coordination with persons engaged in                  obtain information regarding trading in
                                                    Exchange, are able to access, as needed,                facilitating transactions in securities, to           the Shares and the underlying futures
                                                    trade information for certain fixed                     remove impediments to and perfect the                 contracts, equity securities, and certain
                                                    income instruments reported to FINRA’s                  mechanism of a free and open market
                                                                                                                                                                  of the listed credit default swaps held
                                                    Trade Reporting and Compliance Engine                   and a national market system and, in
                                                                                                                                                                  by the Fund via the ISG from other
                                                    (‘‘TRACE’’). All statements and                         general, to protect investors and the
                                                    representations made in this filing                     public interest.                                      exchanges who are members or affiliates
                                                    regarding the description of the                           The Exchange believes that the                     of the ISG or with which the Exchange
                                                    portfolio or reference assets, limitations              proposed rule change is designed to                   has entered into a comprehensive
                                                    on portfolio holdings or reference assets,              prevent fraudulent and manipulative                   surveillance sharing agreement.23
                                                    dissemination and availability of index,                acts and practices, to promote just and               Additionally, the Exchange or FINRA,
                                                    reference asset, and intraday indicative                equitable principles of trade, to foster              on behalf of the Exchange, may access,
                                                    values, and the applicability of                        cooperation and coordination with                     as needed, trade information for certain
                                                    Exchange rules specified in this filing                 persons engaged in facilitating                       fixed income instruments reported to
                                                    shall constitute continued listing                      transactions in securities, to remove                 FINRA’s Trade Reporting and
                                                    requirements for the Fund. The issuer                   impediments to and perfect the                        Compliance Engine (‘‘TRACE’’).
                                                    has represented to the Exchange that it                 mechanism of a free and open market                      The Exchange notes that the Fund
                                                    will advise the Exchange of any failure                 and a national market system and, in                  will meet and be subject to all other
                                                    by the Fund or the Shares to comply                     general, to protect investors and the
                                                                                                                                                                  requirements of the Generic Listing
                                                    with the continued listing requirements,                public interest in that the Shares will
                                                                                                                                                                  Rules and other applicable continued
                                                    and, pursuant to its obligations under                  meet each of the initial and continued
                                                                                                            listing criteria in BZX Rule 14.11(i)                 listing requirements for Managed Fund
                                                    Section 19(g)(1) of the Act, the Exchange
                                                                                                            except that the Fund may not comply                   Shares under Rule 14.11(i), including
                                                    will surveil for compliance with the
                                                                                                            with Rules 14.11(i)(4)(C)(iv)(a),20                   those requirements regarding the
                                                    continued listing requirements. If the
                                                    Fund or the Shares are not in                           14.11(i)(4)(C)(iv)(b),21 and/or                       Disclosed Portfolio and the requirement
                                                    compliance with the applicable listing                  14.11(i)(4)(C)(v).22 Further, the                     that the Disclosed Portfolio will be
                                                    requirements, the Exchange will                         Exchange believes that the liquidity in               made available to all market
                                                    commence delisting procedures under                     the Treasury futures, credit default                  participants at the same time,24 Intraday
                                                    Exchange Rule 14.12.                                    swaps, and listed Inflation Swaps                     Indicative Value,25 suspension of
                                                                                                            markets mitigates the concerns that Rule              trading or removal,26 trading halts,27
                                                    Availability of Information                             14.11(i)(4)(C)(iv)(b) is intended to                  disclosure,28 and firewalls.29 Further, at
                                                       As noted above, the Fund will comply                 address and that such liquidity would                 least 100,000 Shares will be outstanding
                                                    with the requirements for Managed                       prevent the Shares from being                         upon the commencement of trading.
                                                    Fund Shares related to Disclosed                        susceptible to manipulation. The                         For the above reasons, the Exchange
                                                    Portfolio, Net Asset Value, and the                     Exchange also notes that the Fund will                believes that the proposed rule change
                                                    Intraday Indicative Value. Additionally,                attempt to limit counterparty risk in                 is consistent with the requirements of
                                                    the intra-day, closing and settlement                   non-cleared OTC swap contracts,                       Section 6(b)(5) of the Act.
                                                    prices of exchange-traded portfolio                     namely total return swaps and certain
                                                    assets, including ETPs and futures, will                Inflation Swaps, by entering into such                B. Self-Regulatory Organization’s
                                                    be readily available from the securities                contracts only with counterparties the                Statement on Burden on Competition
                                                    exchanges and futures exchanges                         Adviser believes are creditworthy and
                                                    trading such securities and futures, as                 by limiting the Fund’s exposure to each                  The Exchange does not believe that
                                                    the case may be, automated quotation                    counterparty. The Adviser will monitor                the proposed rule change will impose
                                                    systems, published or other public                      the creditworthiness of each                          any burden on competition that is not
                                                    sources, or online information services                 counterparty and the Fund’s exposure to               necessary or appropriate in furtherance
                                                    such as Bloomberg or Reuters. Intraday                  each counterparty on an ongoing basis.                of the purpose of the Act. The Exchange
                                                    price quotations on swaps, TIPS, and                       As it relates to Rule                              notes that the proposed rule change,
                                                    fixed income instruments are available                  14.11(i)(4)(C)(iv)(a), the Exchange                   rather will facilitate the listing and
                                                    from major broker-dealer firms and from                 believes that its surveillance procedures             trading of an additional actively-
                                                    third-parties, which may provide prices                 are adequate to properly monitor the                  managed exchange-traded product that
                                                    free with a time delay or in real-time for              trading of the Shares on the Exchange                 will enhance competition among both
                                                    a paid fee.                                             during all trading sessions and to deter              market participants and listing venues,
                                                                                                            and detect violations of Exchange rules               to the benefit of investors and the
                                                    2. Statutory Basis
                                                                                                            and the applicable federal securities                 marketplace.
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                       The Exchange believes that the                       laws. All of the futures contracts, equity
                                                    proposal is consistent with Section 6(b)                securities, and certain of the listed
                                                                                                            credit default swaps held by the Fund                   23 See note 17, supra.
                                                      17 For a list of the current members and affiliate                                                            24 See Rule 14.11(i)(4)(B)(ii).
                                                    members of ISG, see www.isgportal.com. The                18 15                                                 25 See Rule 14.11(i)(4)(B)(i).
                                                                                                                    U.S.C. 78f.
                                                    Exchange notes that not all components of the             19 15                                                 26 See Rule 14.11(i)(4)(B)(iii).
                                                    Disclosed Portfolio for the Fund may trade on                   U.S.C. 78f(b)(5).
                                                                                                              20 See supra note 4.                                  27 See Rule 14.11(i)(4)(B)(iv).
                                                    markets that are members of ISG or with which the
                                                                                                              21 See supra note 5.                                  28 See Rule 14.11(i)(6).
                                                    Exchange has in place a comprehensive
                                                    surveillance sharing agreement.                           22 See supra note 6.                                  29 See Rule 14.11(i)(7).




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                                                    45106                   Federal Register / Vol. 82, No. 186 / Wednesday, September 27, 2017 / Notices

                                                    C. Self-Regulatory Organization’s                       available for Web site viewing and                    I. Clearing Agencies’ Statement of the
                                                    Statement on Comments on the                            printing in the Commission’s Public                   Terms of Substance of the Proposed
                                                    Proposed Rule Change Received From                      Reference Room, 100 F Street NE.,                     Rule Changes
                                                    Members, Participants or Others                         Washington, DC 20549, on official
                                                                                                            business days between the hours of                      The proposed rule changes would
                                                      The Exchange has neither solicited                                                                          adopt the Clearing Agency Securities
                                                    nor received written comments on the                    10:00 a.m. and 3:00 p.m. Copies of the
                                                                                                            filing also will be available for                     Valuation Framework (‘‘Framework’’) 3
                                                    proposed rule change.
                                                                                                            inspection and copying at the principal               of the Clearing Agencies, as described
                                                    III. Date of Effectiveness of the                       office of the Exchange. All comments                  below, including both of FICC’s
                                                    Proposed Rule Change and Timing for                     received will be posted without change;               divisions: the Government Securities
                                                    Commission Action                                       the Commission does not edit personal                 Division (‘‘GSD’’) and the Mortgage-
                                                      Within 45 days of the date of                         identifying information from                          Backed Securities Division (‘‘MBSD’’).
                                                    publication of this notice in the Federal               submissions. You should submit only                   The Framework would be maintained
                                                    Register or within such longer period                   information that you wish to make                     by the Clearing Agencies to support
                                                    up to 90 days (i) as the Commission may                 available publicly. All submissions                   their compliance with Rule 17Ad–
                                                    designate if it finds such longer period                should refer to File No. SR–BatsBZX–                  22(e)(4)(i) 4 under the Act and, with
                                                    to be appropriate and publishes its                     2017–54 and should be submitted on or                 respect to NSCC and FICC as central
                                                    reasons for so finding or (ii) as to which              before October 18, 2017.                              counterparties (the ‘‘CCPs’’), Rule
                                                    the Exchange consents, the Commission                     For the Commission, by the Division of              17Ad–22(e)(6)(iv) 5 under the Act, as
                                                    shall: (a) By order approve or                          Trading and Markets, pursuant to delegated            described below.
                                                    disapprove such proposed rule change,                   authority.30                                            Although the Clearing Agencies
                                                    or (b) institute proceedings to determine               Eduardo A. Aleman,                                    would consider the Framework to be a
                                                    whether the proposed rule change
                                                                                                            Assistant Secretary.                                  rule, the proposed rule changes do not
                                                    should be disapproved.
                                                                                                            [FR Doc. 2017–20625 Filed 9–26–17; 8:45 am]           require any changes to the Rules, By-
                                                    IV. Solicitation of Comments                            BILLING CODE 8011–01–P                                laws and Organization Certificate of
                                                      Interested persons are invited to                                                                           DTC (‘‘DTC Rules’’), the Rulebook of
                                                    submit written data, views and                                                                                GSD (‘‘GSD Rules’’), the Clearing Rules
                                                    arguments concerning the foregoing,                     SECURITIES AND EXCHANGE                               of MBSD (‘‘MBSD Rules’’), or the Rules
                                                    including whether the proposal is                       COMMISSION                                            & Procedures of NSCC (‘‘NSCC Rules’’),
                                                    consistent with the Act. Comments may                                                                         as the Framework would be a
                                                    be submitted by any of the following                    [Release No. 34–81667; File Nos. SR–DTC–              standalone document.6
                                                    methods:                                                2017–016; SR–NSCC–2017–016; SR–FICC–
                                                                                                                                                                  II. Clearing Agencies’ Statement of the
                                                                                                            2017–020]
                                                    Electronic Comments                                                                                           Purpose of, and Statutory Basis for, the
                                                      • Use the Commission’s Internet                       Self-Regulatory Organizations; The                    Proposed Rule Changes
                                                    comment form (http://www.sec.gov/                       Depository Trust Company; National                      In their filings with the Commission,
                                                    rules/sro.shtml); or                                    Securities Clearing Corporation; Fixed                the Clearing Agencies included
                                                      • Send an email to rule-comments@                     Income Clearing Corporation; Notice of                statements concerning the purpose of
                                                    sec.gov. Please include File No. SR–                    Filings of Proposed Rule Changes To                   and basis for the proposed rule changes
                                                    BatsBZX–2017–54 on the subject line.                    Adopt the Clearing Agency Securities
                                                                                                                                                                  and discussed any comments they
                                                    Paper Comments                                          Valuation Framework
                                                                                                                                                                  received on the proposed rule changes.
                                                       • Send paper comments in triplicate                  September 21, 2017.                                   The text of these statements may be
                                                    to Secretary, Securities and Exchange                                                                         examined at the places specified in Item
                                                                                                               Pursuant to Section 19(b)(1) of the
                                                    Commission, 100 F Street NE.,                                                                                 IV below. The Clearing Agencies have
                                                                                                            Securities Exchange Act of 1934
                                                    Washington, DC 20549–1090.                              (‘‘Act’’) 1 and Rule 19b–4 thereunder,2               prepared summaries, set forth in
                                                    All submissions should refer to File No.                notice is hereby given that on                        sections A, B, and C below, of the most
                                                    SR–BatsBZX–2017–54. This file number                    September 8, 2017, The Depository                     significant aspects of such statements.
                                                    should be included on the subject line                  Trust Company (‘‘DTC’’), National
                                                    if email is used. To help the                           Securities Clearing Corporation
                                                    Commission process and review your                      (‘‘NSCC’’), and Fixed Income Clearing                    3 Pursuant to a telephone call with the Clearing
                                                    comments more efficiently, please use                   Corporation (‘‘FICC,’’ each a ‘‘Clearing              Agencies’ internal counsel on September 19, 2017,
                                                    only one method. The Commission will                    Agency,’’ and together with DTC and                   staff in the Commission’s Office of Clearance and
                                                    post all comments on the Commission’s                   NSCC, the ‘‘Clearing Agencies’’), filed               Settlement corrected the title of the Framework
                                                                                                                                                                  from ‘‘Clearing Agency Securities Framework’’ to
                                                    Internet Web site (http://www.sec.gov/                  with the Securities and Exchange                      ‘‘Clearing Agency Securities Valuation
                                                    rules/sro.shtml). Copies of the                         Commission (‘‘Commission’’) the                       Framework,’’ as it now reads.
                                                    submission, all subsequent                              proposed rule changes as described in                    4 17 CFR 240.17Ad–22(e)(4)(i).

                                                    amendments, all written statements                      Items I, II and III below, which Items                   5 17 CFR 240.17Ad–22(e)(6)(iv). Each of the

                                                                                                                                                                  Clearing Agencies is a ‘‘covered clearing agency’’ as
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    with respect to the proposed rule                       have been prepared primarily by the
                                                                                                                                                                  defined in Rule 17Ad–22(a)(5), and must comply
                                                    change that are filed with the                          Clearing Agencies. The Commission is                  with subsection (e) of Rule 17Ad–22. As Rule
                                                    Commission, and all written                             publishing this notice to solicit                     17Ad–22(e)(6)(iv) only applies to covered clearing
                                                    communications relating to the                          comments on the proposed rule changes                 agencies that are central counterparties, references
                                                    proposed rule change between the                        from interested persons.                              thereto and compliance therewith apply to the CCPs
                                                    Commission and any person, other than                                                                         only and do not apply to DTC.
                                                                                                                                                                     6 Capitalized terms not defined herein are defined
                                                    those that may be withheld from the                       30 17 CFR 200.30–3(a)(12).                          in the DTC Rules, GSD Rules, MBSD Rules, or
                                                    public in accordance with the                             1 15 U.S.C. 78s(b)(1).                              NSCC Rules, as applicable, available at http://
                                                    provisions of 5 U.S.C. 552, will be                       2 17 CFR 240.19b–4.                                 dtcc.com/legal/rules-and-procedures.



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Document Created: 2018-10-24 14:46:23
Document Modified: 2018-10-24 14:46:23
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 45103 

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