82_FR_61844 82 FR 61596 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 2 Thereto, 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 61596 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 2 Thereto, 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 248 (December 28, 2017)

Page Range61596-61598
FR Document2017-28076

Federal Register, Volume 82 Issue 248 (Thursday, December 28, 2017)
[Federal Register Volume 82, Number 248 (Thursday, December 28, 2017)]
[Notices]
[Pages 61596-61598]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-28076]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82388; File No. SR-BatsBZX-2017-54]


Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Order 
Instituting Proceedings To Determine Whether To Approve or Disapprove a 
Proposed Rule Change, as Modified by Amendment No. 2 Thereto, 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

December 22, 2017.

I. Introduction

    On September 7, 2017, Bats BZX Exchange, Inc. (``BZX'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to list and trade Shares 
(``Shares'') of the iShares Inflation Hedged Corporate Bond ETF 
(``Fund'') under Exchange Rule 14.11(i) (``Managed Fund Shares''). The 
Commission published notice of the proposed rule change in the Federal 
Register on September 27, 2017.\3\ On November 7, 2017, pursuant to 
Section 19(b)(2) of the Exchange Act,\4\ the Commission designated a 
longer period within which to approve the proposed rule change, 
disapprove the proposed rule change, or institute proceedings to 
determine whether to disapprove the proposed rule change.\5\ On 
December 8, 2017, the Exchange submitted Amendment No. 1 to the 
proposed rule change, which replaced and superseded the proposed rule 
change as originally filed. On December 15, 2017, the Exchange withdrew 
Amendment No.1 and submitted Amendment No. 2 to the proposed rule 
change, which replaced and superseded the proposed rule change.\6\ The 
Commission has received no comments on the proposed rule change. This 
order institutes proceedings under Section 19(b)(2)(B) of the Act \7\ 
to determine whether to

[[Page 61597]]

approve or disapprove the proposed rule change, as modified by 
Amendment No. 2.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 81671 (September 21, 
2017), 82 FR 45103.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 82025, 82 FR 52763 
(November 14, 2017). The Commission designated December 26, 2017, as 
the date by which it should approve or disapprove, or institute 
proceedings to determine whether to disapprove, the proposed rule 
change.
    \6\ In Amendment No. 2, the Exchange: (1) Identified the adviser 
of the Fund and made certain representations relating to the adviser 
and its personnel, including (a) that the adviser has implemented 
``fire walls'' with respect to its broker-dealer affiliates 
regarding access to information concerning the composition of and/or 
changes to the Fund's portfolio; and (b) personnel who make 
decisions regarding the Fund's portfolio are subject to procedures 
designed to prevent the use and dissemination of material nonpublic 
information regarding the Fund's portfolio; (2) clarified the 
investment strategy and holdings of the Fund, including that (a) all 
listed Inflation Swaps (as defined herein) held by the Fund will be 
traded on a U.S. Swap Execution Facility (``SEF'') registered with 
the Commodity Futures Trading Commission (``CFTC''); and (b) that 
all total return swaps held by the Fund will be traded over-the-
counter (``OTC'') and will generally reference Treasury Inflation-
Protected Securities, the Consumer Price Index, or a corporate bond 
index; (3) represented that the Fund's investments in derivative 
instruments will be made in accordance with the Investment Company 
Act of 1940 (``1940 Act'') and consistent with the Fund's investment 
objective and policies, and that the Fund would take certain actions 
to mitigate and disclose leveraging risk; (4) stated that price 
information for cash equivalents will be available from major market 
data vendors; (5) provided additional justification for why the 
Fund's proposed investments are consistent with the Exchange Act; 
(6) made additional representations regarding the ability of the 
Exchange to surveil trading in the Shares and certain of the 
underlying investments, including that the Exchange has a policy 
prohibiting the distribution of material non-public information by 
its employees; and (7) made other clarifications, corrections, and 
technical changes. Amendment No. 2 is available at https://www.sec.gov/comments/sr-batsbzx-2017-54/batsbzx201754.htm.
    \7\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

II. Exchange's Description of the Proposed Rule Change, as Modified by 
Amendment No. 2 \8\
---------------------------------------------------------------------------

    \8\ For more information regarding the Fund and the Shares, see 
Amendment No. 2, supra note 6.
---------------------------------------------------------------------------

    The Exchange proposes to list and trade Shares of the Fund under 
Rule 14.11(i), which governs the listing and trading of Managed Fund 
Shares on the Exchange. The Shares will be offered by the iShares U.S. 
ETF Trust (``Trust''), which is registered with the Commission as an 
open-end investment company.\9\ BlackRock Fund Advisors (``Adviser'') 
will be the investment adviser to the Fund.\10\
---------------------------------------------------------------------------

    \9\ The Trust is registered under the 1940 Act. The Trust has 
filed a registration statement on behalf of the Fund on Form N-1A 
with the Commission. See Registration Statement on Form N-1A for the 
Trust, dated April 6, 2017 (File Nos. 333-179904 and 811-22649). In 
addition, the Exchange states that the Commission has issued an 
order granting certain exemptive relief to the Adviser under the 
1940 Act. See Investment Company Act Release No. 29571 (January 24, 
2011) (File No. 812-13601).
    \10\ The Adviser is not a registered broker-dealer, but is 
affiliated with multiple broker-dealers and has implemented ``fire 
walls'' with respect to such broker-dealers regarding access to 
information concerning the composition of and/or changes to the 
Fund's portfolio. In addition, Adviser personnel who make decisions 
regarding the Fund's portfolio are subject to procedures designed to 
prevent the use and dissemination of material nonpublic information 
regarding the Fund's portfolio. In the event that (a) the Adviser 
becomes registered as a broker-dealer or newly affiliated with 
another broker-dealer, or (b) any new adviser or sub-adviser is a 
registered broker-dealer or becomes affiliated with a broker-dealer, 
it will implement a fire wall with respect to its relevant personnel 
or such broker-dealer affiliate, as applicable, regarding access to 
information concerning the composition of and/or changes to the 
portfolio, and will be subject to procedures designed to prevent the 
use and dissemination of material non-public information regarding 
such portfolio.
---------------------------------------------------------------------------

    According to the Exchange, the Fund will be an actively managed 
exchange-traded fund that seeks to mitigate the inflation risk of a 
portfolio with exposure to U.S. dollar-denominated investment-grade 
corporate bonds.

A. Fund Investments

    Under Normal Market Conditions,\11\ the Fund seeks to achieve its 
investment objective by investing at least 80% of its net assets in the 
iShares iBoxx $ Investment Grade Corporate Bond ETF (``Underlying 
Fund''), in U.S. dollar-denominated investment-grade corporate bonds, 
in one or more other exchange-traded funds (``ETFs'') that principally 
invest in U.S. dollar-denominated investment-grade corporate bonds,\12\ 
and in Inflation Hedging Instruments (as defined below).
---------------------------------------------------------------------------

    \11\ The term ``Normal Market Conditions'' is defined in Rule 
14.11(i)(3)(E).
    \12\ The Exchange states that for the purposes of this proposed 
rule change, 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.
---------------------------------------------------------------------------

    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 other 
ETFs that are listed on a U.S. national securities exchange that 
principally invest in U.S. dollar-denominated 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''),\13\ which are managed 
on an active basis. As an alternative, the Fund may also attempt to 
mitigate inflation risk 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,\14\ credit default swaps,\15\ and U.S. Treasury futures 
(collectively with Inflation Swaps, ``Inflation Hedging Instruments''). 
The Fund may hold up to 50% of the weight of its portfolio (including 
gross notional exposure) in Inflation Hedging Instruments.
---------------------------------------------------------------------------

    \13\ The Exchange states that all Inflation Swaps held by the 
Fund will be listed and/or centrally cleared in order to reduce 
counterparty risk. In addition, all listed Inflation Swaps held by 
the Fund will be traded on a U.S. SEF registered with the CFTC.
    \14\ All total return swaps held by the Fund will traded OTC and 
will generally reference TIPS, the Consumer Price Index, or a 
corporate bond index. The Exchange represents that 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.
    \15\ Credit default swaps held by the Fund will be traded on a 
U.S. SEF registered with the CFTC.
---------------------------------------------------------------------------

    The Fund may also hold certain fixed income securities and cash and 
cash equivalents in order to collateralize its derivatives positions.

B. Investment Restrictions

    The Exchange represents that the Fund's investments, including 
derivatives, will be consistent with the 1940 Act and the Fund's 
investment objective and policies and will not be used to enhance 
leverage (although certain derivatives and other investments may result 
in leverage).\16\ 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 
(e.g., 2Xs or 3Xs) of the Fund's primary broad-based securities 
benchmark index (as defined in Form N-1A).
---------------------------------------------------------------------------

    \16\ The Fund will include appropriate risk disclosure in its 
offering documents, including leveraging risk. Leveraging risk is 
the risk that certain transactions of a fund, including a fund's use 
of derivatives, may give rise to leverage, causing a fund to be more 
volatile than if it had not been leveraged. The Fund's investments 
in in derivative instruments will be made in accordance with the 
1940 Act and consistent with the Fund's investment objective and 
policies. To mitigate leveraging risk, the Fund will segregate or 
earmark liquid assets determined to be liquid by the Adviser in 
accordance with procedures established by the Trust's Board and in 
accordance with the 1940 Act or otherwise cover the transactions 
that give rise to such risk. These procedures have been adopted 
consistent with Section 18 of the 1940 Act and related Commission 
guidance.
---------------------------------------------------------------------------

    The Fund will only use those derivatives described above and 
included in the defined term Inflation Hedging Instruments. The Fund's 
use of derivative instruments will be collateralized. 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 exposure.

C. Application of Generic Listing Standards

    The Exchange proposes to list and trade the Shares under Rule 
14.11(i), which provides generic listing standards for Managed Fund 
Shares. According to the Exchange, certain of the Fund's investments 
may not comply with all of the generic listing requirements of Rule 
14.11(i). Specifically, the Fund will meet all the requirements of Rule 
14.11(i) on an initial and ongoing basis except for those set forth in 
Rules 14.11(i)(4)(C)(iv)(a), 14.11(i)(4)(C)(iv)(b), and 
14.11(i)(4)(C)(v).
    Rule 14.11(i)(4)(C)(iv)(a) requires that, on both an initial and 
continuing basis, in the aggregate, at least 90% of the weight of the 
portfolio holdings invested in futures, exchange-traded options, and 
listed swaps (calculated using the aggregate gross notional value of 
such holdings) shall consist of futures, options, and swaps for which 
the Exchange may obtain information via the Intermarket Surveillance 
Group (``ISG'') from other members or affiliates

[[Page 61598]]

of the ISG or for which the principal market is a market with which the 
Exchange has a comprehensive surveillance sharing agreement. The 
Exchange states that the Fund's investments in certain listed credit 
default swaps and listed Inflation Swaps will not comply with this 
requirement.
    Rule 14.11(i)(4)(C)(iv)(b) requires that the aggregate gross 
notional value of listed derivatives based on any single underlying 
reference asset not exceed 30% of the weight of the portfolio 
(including gross notional exposures). The Exchange states that the 
Fund's investments in listed derivatives, which include U.S. Treasury 
futures, credit default swaps, and certain Inflation Swaps, will not 
comply with this requirement.\17\
---------------------------------------------------------------------------

    \17\ Rule 14.11(i)(4)(C)(iv)(b) also requires that the aggregate 
gross notional value of listed derivatives based on any five or 
fewer underlying reference assets not exceed 65% of the weight of 
the portfolio (including gross notional exposures). The Exchange 
states that the Fund will meet this requirement.
---------------------------------------------------------------------------

    Rule 14.11(i)(4)(C)(v) requires that, on both an initial and 
continuing basis, the aggregate gross notional value of OTC derivatives 
shall not exceed 20% of the weight of the portfolio (including gross 
notional exposures). The Exchange states that the Fund's holdings in 
OTC derivatives, which include total return swaps and OTC Inflation 
Swaps, will not comply with this requirement.

III. Proceedings To Determine Whether To Approve or Disapprove SR-
BatsBZX-2017-54 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Act \18\ to determine whether the proposed rule 
change should be approved or disapproved. Institution of such 
proceedings is appropriate at this time in view of the legal and policy 
issues raised by the proposed rule change. Institution of proceedings 
does not indicate that the Commission has reached any conclusions with 
respect to any of the issues involved. Rather, as described below, the 
Commission seeks and encourages interested persons to provide comments 
on the proposed rule change.
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act,\19\ the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis of the proposed rule change's consistency with Section 6(b)(5) 
of the Act, which requires, among other things, that the rules of a 
national securities exchange be ``designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade,'' and ``to protect investors and the public 
interest.'' \20\
---------------------------------------------------------------------------

    \19\ Id.
    \20\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Under the proposal, the Fund may hold up to 50% of the weight of 
its portfolio (including gross notional exposure) in Inflation Hedging 
Instruments, which include, but are not limited to, TIPS, listed and 
OTC Inflation Swaps, OTC total return swaps, listed credit default 
swaps, and U.S. Treasury futures.\21\ The Commission notes that the 
definition of Inflation Hedging Instruments is not exhaustive and may 
include certain investments that are not enumerated in the filing. The 
Commission seeks commenters' views on the sufficiency of the 
information that is provided with respect to Inflation Hedging 
Instruments, which could comprise up to 50% of the weight of the Fund's 
portfolio, to support a determination that the listing and trading of 
the Shares would be consistent with Section 6(b)(5) of the Act.
---------------------------------------------------------------------------

    \21\ See Amendment No. 2, supra note 6.
---------------------------------------------------------------------------

IV. Procedure: Request for Written Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended by Amendment No. 2, is consistent with Section 
6(b)(5) of the Act or any other provision of the Act, or the rules and 
regulations thereunder. Although there do not appear to be any issues 
relevant to approval or disapproval that would be facilitated by an 
oral presentation of views, data, and arguments, the Commission will 
consider, pursuant to Rule 19b-4, any request for an opportunity to 
make an oral presentation.\22\
---------------------------------------------------------------------------

    \22\ Section 19(b)(2) of the Act, as amended by the Securities 
Act Amendments of 1975, Pub. L. 94-29 (June 4, 1975), grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Act Amendments of 1975, Senate Comm. on 
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
---------------------------------------------------------------------------

    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposal should be approved or 
disapproved by January 18, 2018. Any person who wishes to file a 
rebuttal to any other person's submission must file that rebuttal by 
February 1, 2018.
    Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-BatsBZX-2017-54 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 Numbers 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 website (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 website 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. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-BatsBZX-2017-54 and should be submitted 
on or before January 18, 2018. Rebuttal comments should be submitted by 
February 1, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

    \23\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-28076 Filed 12-27-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                61596                     Federal Register / Vol. 82, No. 248 / Thursday, December 28, 2017 / Notices

                                                SUMMARY:    The Postal Service gives                    POSTAL SERVICE                                          Rule 14.11(i) (‘‘Managed Fund Shares’’).
                                                notice of filing a request with the Postal                                                                      The Commission published notice of the
                                                Regulatory Commission to add a                          Product Change—First-Class Package                      proposed rule change in the Federal
                                                domestic shipping services contract to                  Service Negotiated Service Agreement                    Register on September 27, 2017.3 On
                                                the list of Negotiated Service                                                                                  November 7, 2017, pursuant to Section
                                                                                                        AGENCY:     Postal ServiceTM.
                                                Agreements in the Mail Classification                                                                           19(b)(2) of the Exchange Act,4 the
                                                Schedule’s Competitive Products List.                   ACTION:     Notice.                                     Commission designated a longer period
                                                                                                        SUMMARY:    The Postal Service gives                    within which to approve the proposed
                                                DATES: Date of notice required under 39                                                                         rule change, disapprove the proposed
                                                U.S.C. 3642(d)(1): December 28, 2017.                   notice of filing a request with the Postal
                                                                                                        Regulatory Commission to add a                          rule change, or institute proceedings to
                                                FOR FURTHER INFORMATION CONTACT:                        domestic shipping services contract to                  determine whether to disapprove the
                                                Elizabeth A. Reed, 202–268–3179.                        the list of Negotiated Service                          proposed rule change.5 On December 8,
                                                                                                                                                                2017, the Exchange submitted
                                                SUPPLEMENTARY INFORMATION:      The                     Agreements in the Mail Classification
                                                                                                                                                                Amendment No. 1 to the proposed rule
                                                United States Postal Service® hereby                    Schedule’s Competitive Products List.
                                                                                                                                                                change, which replaced and superseded
                                                gives notice that, pursuant to 39 U.S.C.                DATES: Date of notice required under 39                 the proposed rule change as originally
                                                3642 and 3632(b)(3), on December 20,                    U.S.C. 3642(d)(1): December 28, 2017.                   filed. On December 15, 2017, the
                                                2017, it filed with the Postal Regulatory               FOR FURTHER INFORMATION CONTACT:                        Exchange withdrew Amendment No.1
                                                Commission a USPS Request to Add                        Elizabeth A. Reed, 202–268–3179.                        and submitted Amendment No. 2 to the
                                                Priority Mail Contract 400 to                           SUPPLEMENTARY INFORMATION: The                          proposed rule change, which replaced
                                                Competitive Product List. Documents                     United States Postal Service® hereby                    and superseded the proposed rule
                                                are available at www.prc.gov, Docket                    gives notice that, pursuant to 39 U.S.C.                change.6 The Commission has received
                                                Nos. MC2018–75, CP2018–116.                             3642 and 3632(b)(3), on December 21,                    no comments on the proposed rule
                                                Elizabeth A. Reed,                                      2017, it filed with the Postal Regulatory               change. This order institutes
                                                                                                        Commission a USPS Request to Add                        proceedings under Section 19(b)(2)(B) of
                                                Attorney, Corporate and Postal Business Law.
                                                                                                        First-Class Package Service Contract 90                 the Act 7 to determine whether to
                                                [FR Doc. 2017–27982 Filed 12–27–17; 8:45 am]
                                                                                                        to Competitive Product List. Documents
                                                BILLING CODE 7710–12–P                                                                                             3 See Securities Exchange Act Release No. 81671
                                                                                                        are available at www.prc.gov, Docket
                                                                                                                                                                (September 21, 2017), 82 FR 45103.
                                                                                                        Nos. MC2018–79, CP2018–121.                                4 15 U.S.C. 78s(b)(2).

                                                POSTAL SERVICE                                          Elizabeth A. Reed,                                         5 See Securities Exchange Act Release No. 82025,

                                                                                                                                                                82 FR 52763 (November 14, 2017). The Commission
                                                                                                        Attorney, Corporate and Postal Business Law.            designated December 26, 2017, as the date by which
                                                Product Change—Priority Mail                            [FR Doc. 2017–27987 Filed 12–27–17; 8:45 am]            it should approve or disapprove, or institute
                                                Express, Priority Mail, & First-Class                                                                           proceedings to determine whether to disapprove,
                                                                                                        BILLING CODE 7710–12–P
                                                Package Service Negotiated Service                                                                              the proposed rule change.
                                                                                                                                                                   6 In Amendment No. 2, the Exchange: (1)
                                                Agreement
                                                                                                                                                                Identified the adviser of the Fund and made certain
                                                                                                        SECURITIES AND EXCHANGE                                 representations relating to the adviser and its
                                                AGENCY:    Postal ServiceTM.                                                                                    personnel, including (a) that the adviser has
                                                                                                        COMMISSION                                              implemented ‘‘fire walls’’ with respect to its broker-
                                                ACTION:   Notice.                                                                                               dealer affiliates regarding access to information
                                                                                                        [Release No. 34–82388; File No. SR–
                                                                                                                                                                concerning the composition of and/or changes to
                                                                                                        BatsBZX–2017–54]                                        the Fund’s portfolio; and (b) personnel who make
                                                SUMMARY:    The Postal Service gives
                                                                                                                                                                decisions regarding the Fund’s portfolio are subject
                                                notice of filing a request with the Postal              Self-Regulatory Organizations; Bats                     to procedures designed to prevent the use and
                                                Regulatory Commission to add a                          BZX Exchange, Inc.; Order Instituting                   dissemination of material nonpublic information
                                                domestic shipping services contract to                  Proceedings To Determine Whether To                     regarding the Fund’s portfolio; (2) clarified the
                                                the list of Negotiated Service                                                                                  investment strategy and holdings of the Fund,
                                                                                                        Approve or Disapprove a Proposed                        including that (a) all listed Inflation Swaps (as
                                                Agreements in the Mail Classification                   Rule Change, as Modified by                             defined herein) held by the Fund will be traded on
                                                Schedule’s Competitive Products List.                   Amendment No. 2 Thereto, To List and                    a U.S. Swap Execution Facility (‘‘SEF’’) registered
                                                                                                        Trade Shares of the iShares Inflation                   with the Commodity Futures Trading Commission
                                                DATES: Date of notice required under 39                                                                         (‘‘CFTC’’); and (b) that all total return swaps held
                                                U.S.C. 3642(d)(1): December 28, 2017.                   Hedged Corporate Bond ETF, a Series                     by the Fund will be traded over-the-counter
                                                                                                        of the iShares U.S. ETF Trust, Under                    (‘‘OTC’’) and will generally reference Treasury
                                                FOR FURTHER INFORMATION CONTACT:                        Rule 14.11(i), Managed Fund Shares                      Inflation-Protected Securities, the Consumer Price
                                                Elizabeth A. Reed, 202–268–3179.                                                                                Index, or a corporate bond index; (3) represented
                                                                                                        December 22, 2017.                                      that the Fund’s investments in derivative
                                                SUPPLEMENTARY INFORMATION:      The                                                                             instruments will be made in accordance with the
                                                United States Postal Service® hereby                    I. Introduction                                         Investment Company Act of 1940 (‘‘1940 Act’’) and
                                                                                                                                                                consistent with the Fund’s investment objective and
                                                gives notice that, pursuant to 39 U.S.C.                   On September 7, 2017, Bats BZX                       policies, and that the Fund would take certain
                                                3642 and 3632(b)(3), on December 21,                    Exchange, Inc. (‘‘BZX’’ or ‘‘Exchange’’)                actions to mitigate and disclose leveraging risk; (4)
                                                2017, it filed with the Postal Regulatory               filed with the Securities and Exchange                  stated that price information for cash equivalents
                                                                                                                                                                will be available from major market data vendors;
                                                Commission a USPS Request to Add                        Commission (‘‘Commission’’), pursuant                   (5) provided additional justification for why the
                                                Priority Mail Express, Priority Mail, &                 to Section 19(b)(1) of the Securities                   Fund’s proposed investments are consistent with
                                                First-Class Package Service Contract 31                 Exchange Act of 1934 (‘‘Act’’ or                        the Exchange Act; (6) made additional
                                                                                                                                                                representations regarding the ability of the
sradovich on DSK3GMQ082PROD with NOTICES




                                                to Competitive Product List. Documents                  ‘‘Exchange Act’’) 1 and Rule 19b–4                      Exchange to surveil trading in the Shares and
                                                are available at www.prc.gov, Docket                    thereunder,2 a proposed rule change to                  certain of the underlying investments, including
                                                Nos. MC2018–76, CP2018–118.                             list and trade Shares (‘‘Shares’’) of the               that the Exchange has a policy prohibiting the
                                                                                                        iShares Inflation Hedged Corporate                      distribution of material non-public information by
                                                Elizabeth A. Reed,                                                                                              its employees; and (7) made other clarifications,
                                                                                                        Bond ETF (‘‘Fund’’) under Exchange                      corrections, and technical changes. Amendment No.
                                                Attorney, Corporate and Postal Business Law.
                                                                                                                                                                2 is available at https://www.sec.gov/comments/sr-
                                                [FR Doc. 2017–27985 Filed 12–27–17; 8:45 am]              1 15   U.S.C. 78s(b)(1).                              batsbzx-2017-54/batsbzx201754.htm.
                                                BILLING CODE 7710–12–P                                    2 17   CFR 240.19b–4.                                    7 15 U.S.C. 78s(b)(2)(B).




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                                                                          Federal Register / Vol. 82, No. 248 / Thursday, December 28, 2017 / Notices                                                     61597

                                                approve or disapprove the proposed                      corporate bonds,12 and in Inflation                   derivatives, will be consistent with the
                                                rule change, as modified by Amendment                   Hedging Instruments (as defined below).               1940 Act and the Fund’s investment
                                                No. 2.                                                     The Fund will gain exposure to U.S.                objective and policies and will not be
                                                                                                        dollar-denominated investment-grade                   used to enhance leverage (although
                                                II. Exchange’s Description of the                       corporate bonds primarily through                     certain derivatives and other
                                                Proposed Rule Change, as Modified by                    investing in the Underlying Fund. As an               investments may result in leverage).16
                                                Amendment No. 2 8                                       alternative, the Fund may gain such                   That is, while the Fund will be
                                                   The Exchange proposes to list and                    exposure by investing in U.S. dollar-                 permitted to borrow as permitted under
                                                trade Shares of the Fund under Rule                     denominated investment-grade                          the 1940 Act, the Fund’s investments
                                                14.11(i), which governs the listing and                 corporate bonds or other ETFs that are                will not be used to seek performance
                                                trading of Managed Fund Shares on the                   listed on a U.S. national securities                  that is the multiple or inverse multiple
                                                Exchange. The Shares will be offered by                 exchange that principally invest in U.S.              (e.g., 2Xs or 3Xs) of the Fund’s primary
                                                the iShares U.S. ETF Trust (‘‘Trust’’),                 dollar-denominated investment-grade                   broad-based securities benchmark index
                                                which is registered with the                            corporate bonds.                                      (as defined in Form N–1A).
                                                                                                           The Fund will attempt to mitigate the                 The Fund will only use those
                                                Commission as an open-end investment
                                                                                                        inflation risk of the Fund’s exposure to              derivatives described above and
                                                company.9 BlackRock Fund Advisors
                                                                                                        U.S. dollar-denominated investment-                   included in the defined term Inflation
                                                (‘‘Adviser’’) will be the investment                    grade corporate bonds primarily through
                                                adviser to the Fund.10                                                                                        Hedging Instruments. The Fund’s use of
                                                                                                        the use of either OTC or listed inflation             derivative instruments will be
                                                   According to the Exchange, the Fund                  swaps (i.e., contracts in which the Fund              collateralized. The Fund will only use
                                                will be an actively managed exchange-                   will make fixed-rate payments based on                derivative instruments in order to
                                                traded fund that seeks to mitigate the                  notional amount while receiving                       attempt to mitigate the inflation risk of
                                                inflation risk of a portfolio with                      floating-rate payments determined from                the U.S. dollar-denominated
                                                exposure to U.S. dollar-denominated                     an inflation index) (‘‘Inflation                      investment-grade corporate bonds
                                                investment-grade corporate bonds.                       Swaps’’),13 which are managed on an                   exposure.
                                                                                                        active basis. As an alternative, the Fund
                                                A. Fund Investments                                                                                           C. Application of Generic Listing
                                                                                                        may also attempt to mitigate inflation
                                                   Under Normal Market Conditions,11                    risk through investing in other products              Standards
                                                the Fund seeks to achieve its investment                designed to transfer inflation risk from                 The Exchange proposes to list and
                                                objective by investing at least 80% of its              one party to another, including, but not              trade the Shares under Rule 14.11(i),
                                                net assets in the iShares iBoxx $                       limited to, Treasury Inflation-Protected              which provides generic listing standards
                                                Investment Grade Corporate Bond ETF                     Securities (‘‘TIPS’’), total return                   for Managed Fund Shares. According to
                                                (‘‘Underlying Fund’’), in U.S. dollar-                  swaps,14 credit default swaps,15 and                  the Exchange, certain of the Fund’s
                                                denominated investment-grade                            U.S. Treasury futures (collectively with              investments may not comply with all of
                                                corporate bonds, in one or more other                   Inflation Swaps, ‘‘Inflation Hedging                  the generic listing requirements of Rule
                                                exchange-traded funds (‘‘ETFs’’) that                   Instruments’’). The Fund may hold up                  14.11(i). Specifically, the Fund will
                                                principally invest in U.S. dollar-                      to 50% of the weight of its portfolio                 meet all the requirements of Rule
                                                denominated investment-grade                            (including gross notional exposure) in                14.11(i) on an initial and ongoing basis
                                                                                                        Inflation Hedging Instruments.                        except for those set forth in Rules
                                                   8 For more information regarding the Fund and
                                                                                                           The Fund may also hold certain fixed               14.11(i)(4)(C)(iv)(a), 14.11(i)(4)(C)(iv)(b),
                                                the Shares, see Amendment No. 2, supra note 6.          income securities and cash and cash                   and 14.11(i)(4)(C)(v).
                                                   9 The Trust is registered under the 1940 Act. The    equivalents in order to collateralize its                Rule 14.11(i)(4)(C)(iv)(a) requires that,
                                                Trust has filed a registration statement on behalf of   derivatives positions.                                on both an initial and continuing basis,
                                                the Fund on Form N–1A with the Commission. See
                                                Registration Statement on Form N–1A for the Trust,      B. Investment Restrictions                            in the aggregate, at least 90% of the
                                                dated April 6, 2017 (File Nos. 333–179904 and 811–                                                            weight of the portfolio holdings
                                                                                                          The Exchange represents that the
                                                22649). In addition, the Exchange states that the                                                             invested in futures, exchange-traded
                                                Commission has issued an order granting certain         Fund’s investments, including
                                                                                                                                                              options, and listed swaps (calculated
                                                exemptive relief to the Adviser under the 1940 Act.
                                                See Investment Company Act Release No. 29571               12 The Exchange states that for the purposes of
                                                                                                                                                              using the aggregate gross notional value
                                                (January 24, 2011) (File No. 812–13601).                this proposed rule change, the term ETF includes      of such holdings) shall consist of
                                                   10 The Adviser is not a registered broker-dealer,    Portfolio Depositary Receipts, Index Fund Shares,     futures, options, and swaps for which
                                                but is affiliated with multiple broker-dealers and      and Managed Fund Shares as defined in Rule            the Exchange may obtain information
                                                has implemented ‘‘fire walls’’ with respect to such     14.11(b), (c), and (i), respectively, and their
                                                broker-dealers regarding access to information          equivalents on other national securities exchanges.
                                                                                                                                                              via the Intermarket Surveillance Group
                                                concerning the composition of and/or changes to            13 The Exchange states that all Inflation Swaps    (‘‘ISG’’) from other members or affiliates
                                                the Fund’s portfolio. In addition, Adviser personnel    held by the Fund will be listed and/or centrally
                                                who make decisions regarding the Fund’s portfolio       cleared in order to reduce counterparty risk. In         16 The Fund will include appropriate risk
                                                are subject to procedures designed to prevent the       addition, all listed Inflation Swaps held by the      disclosure in its offering documents, including
                                                use and dissemination of material nonpublic             Fund will be traded on a U.S. SEF registered with     leveraging risk. Leveraging risk is the risk that
                                                information regarding the Fund’s portfolio. In the      the CFTC.                                             certain transactions of a fund, including a fund’s
                                                event that (a) the Adviser becomes registered as a         14 All total return swaps held by the Fund will    use of derivatives, may give rise to leverage, causing
                                                broker-dealer or newly affiliated with another          traded OTC and will generally reference TIPS, the     a fund to be more volatile than if it had not been
                                                broker-dealer, or (b) any new adviser or sub-adviser    Consumer Price Index, or a corporate bond index.      leveraged. The Fund’s investments in in derivative
                                                is a registered broker-dealer or becomes affiliated     The Exchange represents that the Fund will attempt    instruments will be made in accordance with the
                                                with a broker-dealer, it will implement a fire wall     to limit counterparty risk in non-cleared swap        1940 Act and consistent with the Fund’s investment
sradovich on DSK3GMQ082PROD with NOTICES




                                                with respect to its relevant personnel or such          contracts by entering into such contracts only with   objective and policies. To mitigate leveraging risk,
                                                broker-dealer affiliate, as applicable, regarding       counterparties the Adviser believes are               the Fund will segregate or earmark liquid assets
                                                access to information concerning the composition        creditworthy and by limiting the Fund’s exposure      determined to be liquid by the Adviser in
                                                of and/or changes to the portfolio, and will be         to each counterparty. The Adviser will monitor the    accordance with procedures established by the
                                                subject to procedures designed to prevent the use       creditworthiness of each counterparty and the         Trust’s Board and in accordance with the 1940 Act
                                                and dissemination of material non-public                Fund’s exposure to each counterparty on an            or otherwise cover the transactions that give rise to
                                                information regarding such portfolio.                   ongoing basis.                                        such risk. These procedures have been adopted
                                                   11 The term ‘‘Normal Market Conditions’’ is             15 Credit default swaps held by the Fund will be   consistent with Section 18 of the 1940 Act and
                                                defined in Rule 14.11(i)(3)(E).                         traded on a U.S. SEF registered with the CFTC.        related Commission guidance.



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                                                61598                       Federal Register / Vol. 82, No. 248 / Thursday, December 28, 2017 / Notices

                                                of the ISG or for which the principal                     national securities exchange be                          Comments may be submitted by any
                                                market is a market with which the                         ‘‘designed to prevent fraudulent and                   of the following methods:
                                                Exchange has a comprehensive                              manipulative acts and practices, to
                                                                                                                                                                 Electronic Comments
                                                surveillance sharing agreement. The                       promote just and equitable principles of
                                                Exchange states that the Fund’s                           trade,’’ and ‘‘to protect investors and the              • Use the Commission’s internet
                                                investments in certain listed credit                      public interest.’’ 20                                  comment form (http://www.sec.gov/
                                                default swaps and listed Inflation Swaps                     Under the proposal, the Fund may                    rules/sro.shtml); or
                                                will not comply with this requirement.                    hold up to 50% of the weight of its                      • Send an email to rule-comments@
                                                   Rule 14.11(i)(4)(C)(iv)(b) requires that               portfolio (including gross notional                    sec.gov. Please include File Number SR–
                                                the aggregate gross notional value of                     exposure) in Inflation Hedging                         BatsBZX–2017–54 on the subject line.
                                                listed derivatives based on any single                    Instruments, which include, but are not                Paper Comments
                                                underlying reference asset not exceed                     limited to, TIPS, listed and OTC
                                                30% of the weight of the portfolio                                                                                  • Send paper comments in triplicate
                                                                                                          Inflation Swaps, OTC total return
                                                (including gross notional exposures).                                                                            to Secretary, Securities and Exchange
                                                                                                          swaps, listed credit default swaps, and
                                                The Exchange states that the Fund’s                                                                              Commission, 100 F Street NE,
                                                                                                          U.S. Treasury futures.21 The
                                                investments in listed derivatives, which                                                                         Washington, DC 20549–1090.
                                                                                                          Commission notes that the definition of
                                                include U.S. Treasury futures, credit                     Inflation Hedging Instruments is not                   All submissions should refer to File
                                                default swaps, and certain Inflation                      exhaustive and may include certain                     Numbers SR–BatsBZX–2017–54. This
                                                Swaps, will not comply with this                          investments that are not enumerated in                 file number should be included on the
                                                requirement.17                                            the filing. The Commission seeks                       subject line if email is used. To help the
                                                   Rule 14.11(i)(4)(C)(v) requires that, on               commenters’ views on the sufficiency of                Commission process and review your
                                                both an initial and continuing basis, the                 the information that is provided with                  comments more efficiently, please use
                                                aggregate gross notional value of OTC                     respect to Inflation Hedging                           only one method. The Commission will
                                                derivatives shall not exceed 20% of the                   Instruments, which could comprise up                   post all comments on the Commission’s
                                                weight of the portfolio (including gross                  to 50% of the weight of the Fund’s                     internet website (http://www.sec.gov/
                                                notional exposures). The Exchange                         portfolio, to support a determination                  rules/sro.shtml). Copies of the
                                                states that the Fund’s holdings in OTC                    that the listing and trading of the Shares             submission, all subsequent
                                                derivatives, which include total return                   would be consistent with Section 6(b)(5)               amendments, all written statements
                                                swaps and OTC Inflation Swaps, will                       of the Act.                                            with respect to the proposed rule
                                                not comply with this requirement.                                                                                change that are filed with the
                                                                                                          IV. Procedure: Request for Written                     Commission, and all written
                                                III. Proceedings To Determine Whether                     Comments                                               communications relating to the
                                                To Approve or Disapprove SR–
                                                                                                             Interested persons are invited to                   proposed rule change between the
                                                BatsBZX–2017–54 and Grounds for
                                                                                                          submit written data, views, and                        Commission and any person, other than
                                                Disapproval Under Consideration
                                                                                                          arguments concerning the foregoing,                    those that may be withheld from the
                                                   The Commission is instituting                                                                                 public in accordance with the
                                                                                                          including whether the proposed rule
                                                proceedings pursuant to Section                                                                                  provisions of 5 U.S.C. 552, will be
                                                                                                          change, as amended by Amendment No.
                                                19(b)(2)(B) of the Act 18 to determine                                                                           available for website viewing and
                                                                                                          2, is consistent with Section 6(b)(5) of
                                                whether the proposed rule change                                                                                 printing in the Commission’s Public
                                                                                                          the Act or any other provision of the
                                                should be approved or disapproved.                                                                               Reference Room, 100 F Street NE,
                                                                                                          Act, or the rules and regulations
                                                Institution of such proceedings is                                                                               Washington, DC 20549, on official
                                                                                                          thereunder. Although there do not
                                                appropriate at this time in view of the                                                                          business days between the hours of
                                                                                                          appear to be any issues relevant to
                                                legal and policy issues raised by the                                                                            10:00 a.m. and 3:00 p.m. Copies of the
                                                                                                          approval or disapproval that would be
                                                proposed rule change. Institution of                                                                             filing also will be available for
                                                                                                          facilitated by an oral presentation of
                                                proceedings does not indicate that the                                                                           inspection and copying at the principal
                                                                                                          views, data, and arguments, the
                                                Commission has reached any                                                                                       office of the Exchange. All comments
                                                                                                          Commission will consider, pursuant to
                                                conclusions with respect to any of the                                                                           received will be posted without change.
                                                                                                          Rule 19b–4, any request for an
                                                issues involved. Rather, as described                                                                            Persons submitting comments are
                                                                                                          opportunity to make an oral
                                                below, the Commission seeks and                                                                                  cautioned that we do not redact or edit
                                                                                                          presentation.22
                                                encourages interested persons to                                                                                 personal identifying information from
                                                provide comments on the proposed rule                        Interested persons are invited to
                                                                                                          submit written data, views, and                        comment submissions. You should
                                                change.                                                                                                          submit only information that you wish
                                                   Pursuant to Section 19(b)(2)(B) of the                 arguments regarding whether the
                                                                                                          proposal should be approved or                         to make available publicly. All
                                                Act,19 the Commission is providing                                                                               submissions should refer to File
                                                notice of the grounds for disapproval                     disapproved by January 18, 2018. Any
                                                                                                          person who wishes to file a rebuttal to                Number SR–BatsBZX–2017–54 and
                                                under consideration. The Commission is                                                                           should be submitted on or before
                                                instituting proceedings to allow for                      any other person’s submission must file
                                                                                                          that rebuttal by February 1, 2018.                     January 18, 2018. Rebuttal comments
                                                additional analysis of the proposed rule                                                                         should be submitted by February 1,
                                                change’s consistency with Section                                                                                2018.
                                                                                                            20 15  U.S.C. 78f(b)(5).
                                                6(b)(5) of the Act, which requires,
                                                among other things, that the rules of a
                                                                                                            21 See  Amendment No. 2, supra note 6.                 For the Commission, by the Division of
                                                                                                             22 Section 19(b)(2) of the Act, as amended by the   Trading and Markets, pursuant to delegated
sradovich on DSK3GMQ082PROD with NOTICES




                                                   17 Rule 14.11(i)(4)(C)(iv)(b) also requires that the
                                                                                                          Securities Act Amendments of 1975, Pub. L. 94–29       authority.23
                                                                                                          (June 4, 1975), grants the Commission flexibility to
                                                aggregate gross notional value of listed derivatives                                                             Eduardo A. Aleman,
                                                                                                          determine what type of proceeding—either oral or
                                                based on any five or fewer underlying reference           notice and opportunity for written comments—is         Assistant Secretary.
                                                assets not exceed 65% of the weight of the portfolio      appropriate for consideration of a particular          [FR Doc. 2017–28076 Filed 12–27–17; 8:45 am]
                                                (including gross notional exposures). The Exchange        proposal by a self-regulatory organization. See
                                                states that the Fund will meet this requirement.                                                                 BILLING CODE 8011–01–P
                                                                                                          Securities Act Amendments of 1975, Senate Comm.
                                                   18 15 U.S.C. 78s(b)(2)(B).
                                                                                                          on Banking, Housing & Urban Affairs, S. Rep. No.
                                                   19 Id.                                                 75, 94th Cong., 1st Sess. 30 (1975).                     23 17   CFR 200.30–3(a)(57).



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Document Created: 2017-12-28 00:43:37
Document Modified: 2017-12-28 00:43:37
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 61596 

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