82_FR_8659 82 FR 8642 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Convert the Listing of the Shares of the SPDR DoubleLine Short Term Total Return Tactical ETF and the SPDR DoubleLine Emerging Markets Fixed Income ETF, Both of Which Are a Series of the SSGA Active Trust, Pursuant to BZX Rule 14.11(i), Managed Fund Shares

82 FR 8642 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Convert the Listing of the Shares of the SPDR DoubleLine Short Term Total Return Tactical ETF and the SPDR DoubleLine Emerging Markets Fixed Income ETF, Both of Which Are a Series of the SSGA Active Trust, Pursuant to BZX Rule 14.11(i), Managed Fund Shares

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 17 (January 27, 2017)

Page Range8642-8644
FR Document2017-01835

Federal Register, Volume 82 Issue 17 (Friday, January 27, 2017)
[Federal Register Volume 82, Number 17 (Friday, January 27, 2017)]
[Notices]
[Pages 8642-8644]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-01835]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79865; File No. SR-BatsBZX-2017-03]


Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Convert 
the Listing of the Shares of the SPDR DoubleLine Short Term Total 
Return Tactical ETF and the SPDR DoubleLine Emerging Markets Fixed 
Income ETF, Both of Which Are a Series of the SSGA Active Trust, 
Pursuant to BZX Rule 14.11(i), Managed Fund Shares

January 23, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on January 13, 2017, Bats BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. The Exchange 
has designated this proposal as a ``non-controversial'' proposed rule 
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with 
the Commission. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to convert the shares of the SPDR 
DoubleLine Short Term Total Return Tactical ETF and the SPDR DoubleLine 
Emerging Markets Fixed Income ETF (collectively, the ``Funds''), both 
of which are a series of the SSGA Active Trust (the ``Trust''), from 
listing pursuant to Rule 14.11(i) and approval orders issued by the 
Commission to listing pursuant to Rule 19b-4(e) as provided in Rule 
14.11(i)(4)(C).
    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.

[[Page 8643]]

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 convert the listing of the shares of the 
Funds (the ``Shares'') from listing pursuant to approval orders issued 
by the Commission to listing pursuant to Rule 19b-4(e) as provided in 
Rule 14.11(i)(4)(C). The Shares began trading on the Exchange on April 
14, 2016 after the Commission issued orders approving the listing and 
trading of the Shares on the Exchange.\5\ At that time, the Exchange 
was required to file separate proposals under Section 19(b) of the Act 
before the listing of any funds listed pursuant to Rule 14.11(i) 
(``Managed Fund Shares'') and, as provided in the Filings, the Exchange 
will commence delisting procedures under Rule 14.12 for a Fund where 
the Fund is not in compliance with the applicable listing 
requirements.\6\ On July 22, 2016, the Commission approved generic 
listing standards for Managed Fund Shares that would allow a series of 
Managed Fund Shares to list on the Exchange pursuant to Rule 19b-4(e) 
so long as the components of that series of Managed Fund Shares meet 
the criteria in Rule 14.11(i)(4)(C) on an initial and continual 
basis.\7\ The Exchange now proposes to list the Shares pursuant to Rule 
19b-4(e) of the Act as provided in Rule 14.11(i)(4)(C) and, as such, 
the components of the Funds will be required to comply with the 
requirements of that rule on an initial and continual basis. The 
Exchange has confirmed that both of the Funds' respective portfolios 
currently comply with the requirements of Rule 14.11(i)(4)(C).\8\ The 
Exchange notes that if the Funds were not already listed, they could be 
listed pursuant to Rule 19b-4(e) without the submission of a rule 
filing.
---------------------------------------------------------------------------

    \5\ See Securities Exchange Act Release Nos. 77567 (April 8, 
2016), 81 FR 22143 (April 14, 2016) (SR-BATS-2015-94) (order 
approving the listing and trading on the Exchange of the SPDR 
DoubleLine Emerging Markets Fixed Income ETF) and 77499 (April 1, 
2016), 81 FR 20428 (April 7, 2016) (SR-BATS-2016-04) (order 
approving the listing and trading on the Exchange of the SPDR 
DoubleLine Short Duration Total Return Tactical ETF) (collectively, 
the ``Filings'').
    \6\ As provided in the Filings, all statements and 
representations made in the Filings regarding (a) the description of 
the portfolio, (b) limitations on portfolio holdings or reference 
assets, or (c) the applicability of Exchange rules and surveillance 
procedures shall constitute continued listing requirements for 
listing the Shares on the Exchange.
    \7\ See Securities Exchange Act Release Nos. 78396 (July 22, 
2016), 81 FR 49698 (July 28, 2016) (SR-BATS-2015-100).
    \8\ As provided in Rule 14.11(i)(4)(C), each Fund must also 
comply with such requirements on a continual basis and any failure 
to meet such requirements will result in the Exchange initiating 
delisting proceedings for the Fund pursuant to Rule 14.12.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \9\ in general and Section 6(b)(5) of the Act \10\ in 
particular in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to remove impediments to, and perfect the 
mechanism of a free and open market and, in general, to protect 
investors and the public interest. Specifically, the Exchange believes 
that the proposal is designed to prevent fraudulent and manipulative 
acts and practices, to promote just and equitable principles of trade, 
to remove impediments to, and perfect the mechanism of a free and open 
market and, in general, to protect investors and the public interest 
because the only change in the proposal is to have the Funds listed and 
traded on the Exchange pursuant to the generic listing standards under 
Rule 14.11(i)(4)(C). As noted above, if the Funds were not already 
listed, they would be able to be listed pursuant to Rule 19b-4(e) 
without the submission of a rule filing because the Commission has 
approved rules on the Exchange related to generic listing standards for 
Managed Fund Shares on the basis that the generic listing criteria is 
consistent with the Act and, in particular, ``is consistent with 
Section 6(b)(5) of the Act,\11\ which requires, among other things, 
that the Exchange's rules be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to remove impediments to and perfect the mechanism 
of a free and open market and a national market system, and, in 
general, to protect investors and the public interest.'' \12\ As such, 
the Exchange believes that the proposal is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78f(b)(5).
    \11\ 15 U.S.C. 78f(b)(5).
    \12\ See note 7, supra.
---------------------------------------------------------------------------

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 believes that 
the proposal to allow the Funds to be listed on the Exchange pursuant 
to the generic listing standards under Rule 14.11(i)(4)(C) will have no 
impact on competition.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6) thereunder.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \14\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii)\15\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has asked

[[Page 8644]]

the Commission to waive the 30-day operative delay to allow the Funds 
to be subject to a single compliance regime under Rule 14.11(i)(4)(C) 
instead of the series of representations made in each Fund's respective 
19b-4 as soon as practicable, which will streamline and simplify 
compliance and the costs associated therewith. The Commission finds 
that waiving the 30-day operative delay in this instance is consistent 
with the protection of investors and the public interest. The 
Commission notes that, as represented by the Exchange, if the Funds 
were not currently listed pursuant to the previous Commission approval 
orders, they would be eligible for immediate listing pursuant to 
Exchange Rule 14.11(i)(4)(C). Therefore, the Commission designates the 
proposal operative upon filing.\16\
---------------------------------------------------------------------------

    \14\ 17 CFR 240.19b-4(f)(6).
    \15\ 17 CFR 240.19b-4(f)(6)(iii).
    \16\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-BatsBZX-2017-03 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-BatsBZX-2017-03. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-BatsBZX-2017-03 and should 
be submitted on or before February 17, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
---------------------------------------------------------------------------

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

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-01835 Filed 1-26-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                  8642                           Federal Register / Vol. 82, No. 17 / Friday, January 27, 2017 / Notices

                                                     Section 12(d)(3) of the Investment                   rule 12d3–1 for this contract change                   SECURITIES AND EXCHANGE
                                                  Company Act of 1940 (15 U.S.C. 80a)                     would be 0.75 hours.2 Assuming that all                COMMISSION
                                                  generally prohibits registered                          319 funds that enter into new
                                                  investment companies (‘‘funds’’), and                   subadvisory contracts each year make                   [Release No. 34–79865; File No. SR–
                                                  companies controlled by funds, from                     the modification to their contract                     BatsBZX–2017–03]
                                                  purchasing securities issued by a                       required by the rule, we estimate that
                                                  registered investment adviser, broker,                  the rule’s contract modification                       Self-Regulatory Organizations; Bats
                                                  dealer, or underwriter (‘‘securities-                   requirement will result in 239.25                      BZX Exchange, Inc.; Notice of Filing
                                                  related businesses’’). Rule 12d3–1                      burden hours annually.3                                and Immediate Effectiveness of a
                                                  (‘‘Exemption of acquisitions of
                                                                                                             The estimate of average burden hours                Proposed Rule Change To Convert the
                                                  securities issued by persons engaged in
                                                                                                          is made solely for the purposes of the                 Listing of the Shares of the SPDR
                                                  securities related businesses’’ (17 CFR
                                                  270.12d3–1)) permits a fund to invest                   Paperwork Reduction Act. The estimate                  DoubleLine Short Term Total Return
                                                  up to five percent of its assets in                     is not derived from a comprehensive or                 Tactical ETF and the SPDR DoubleLine
                                                  securities of an issuer deriving more                   even a representative survey or study of               Emerging Markets Fixed Income ETF,
                                                  than fifteen percent of its gross revenues              the costs of Commission rules.                         Both of Which Are a Series of the
                                                  from securities-related businesses, but a               Complying with this collection of                      SSGA Active Trust, Pursuant to BZX
                                                  fund may not rely on rule 12d3–1 to                     information requirement is necessary to                Rule 14.11(i), Managed Fund Shares
                                                  acquire securities of its own investment                obtain the benefit of relying on rule                  January 23, 2017.
                                                  adviser or any affiliated person of its                 12d3–1. Responses will not be kept
                                                  own investment adviser.                                 confidential. An agency may not                           Pursuant to Section 19(b)(1) of the
                                                     A fund may, however, rely on an                      conduct or sponsor, and a person is not                Securities Exchange Act of 1934
                                                  exemption in rule 12d3–1 to acquire                     required to respond to, a collection of                (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                  securities issued by its subadvisers in                 information unless it displays a                       notice is hereby given that on January
                                                  circumstances in which the subadviser                                                                          13, 2017, Bats BZX Exchange, Inc. (the
                                                                                                          currently valid control number.
                                                  would have little ability to take                                                                              ‘‘Exchange’’ or ‘‘BZX’’) filed with the
                                                  advantage of the fund, because it is not                   The public may view the background
                                                                                                                                                                 Securities and Exchange Commission
                                                  in a position to direct the fund’s                      documentation for this information
                                                                                                                                                                 (‘‘Commission’’) the proposed rule
                                                  securities purchases. The exemption in                  collection at the following Web site,
                                                                                                                                                                 change as described in Items I and II
                                                  rule 12d3–1 is available if (i) the                     www.reginfo.gov. Comments should be
                                                                                                                                                                 below, which Items have been prepared
                                                  subadviser is not, and is not an affiliated             directed to: (i) Desk Officer for the
                                                                                                                                                                 by the Exchange. The Exchange has
                                                  person of, an investment adviser that                   Securities and Exchange Commission,
                                                                                                                                                                 designated this proposal as a ‘‘non-
                                                  provides advice with respect to the                     Office of Information and Regulatory
                                                                                                                                                                 controversial’’ proposed rule change
                                                  portion of the fund that is acquiring the               Affairs, Office of Management and
                                                                                                                                                                 pursuant to Section 19(b)(3)(A) of the
                                                  securities, and (ii) the advisory contracts             Budget, Room 10102, New Executive
                                                  of the subadviser, and any subadviser                                                                          Act 3 and Rule 19b–4(f)(6)(iii)
                                                                                                          Office Building, Washington, DC 20503,
                                                  that is advising the purchasing portion                                                                        thereunder,4 which renders it effective
                                                                                                          or by sending an email to: Shagufta_
                                                  of the fund, prohibit them from                                                                                upon filing with the Commission. The
                                                                                                          Ahmed@omb.eop.gov; and (ii) Pamela
                                                  consulting with each other concerning                                                                          Commission is publishing this notice to
                                                                                                          Dyson, Director/Chief Information
                                                  securities transactions of the fund, and                                                                       solicit comments on the proposed rule
                                                                                                          Officer, Securities and Exchange
                                                  limit their responsibility in providing                                                                        change from interested persons.
                                                                                                          Commission, c/o Remi Pavlik-Simon,
                                                  advice to providing advice with respect                 100 F Street NE., Washington, DC 20549                 I. Self-Regulatory Organization’s
                                                  to discrete portions of the fund’s                      or send an email to: PRA_Mailbox@                      Statement of the Terms of Substance of
                                                  portfolio.                                                                                                     the Proposed Rule Change
                                                                                                          sec.gov. Comments must be submitted to
                                                     Based on an analysis of third-party
                                                  information, the staff estimates that                   OMB within 30 days of this notice.
                                                                                                                                                                    The Exchange filed a proposal to
                                                  approximately 319 fund portfolios enter                   Dated: January 17, 2017.                             convert the shares of the SPDR
                                                  into subadvisory agreements each year.1                 Eduardo A. Aleman,                                     DoubleLine Short Term Total Return
                                                  Based on discussions with industry                      Assistant Secretary.                                   Tactical ETF and the SPDR DoubleLine
                                                  representatives, the staff estimates that               [FR Doc. 2017–01826 Filed 1–26–17; 8:45 am]            Emerging Markets Fixed Income ETF
                                                  it will require approximately 3 attorney                                                                       (collectively, the ‘‘Funds’’), both of
                                                                                                          BILLING CODE 8011–01–P
                                                  hours to draft and execute additional
                                                                                                                                                                 which are a series of the SSGA Active
                                                  clauses in new subadvisory contracts in
                                                                                                                                                                 Trust (the ‘‘Trust’’), from listing
                                                  order for funds and subadvisers to be
                                                  able to rely on the exemptions in rule                                                                         pursuant to Rule 14.11(i) and approval
                                                  12d3–1. Because these additional                                                                               orders issued by the Commission to
                                                  clauses are identical to the clauses that                                                                      listing pursuant to Rule 19b–4(e) as
                                                  a fund would need to insert in their                                                                           provided in Rule 14.11(i)(4)(C).
                                                  subadvisory contracts to rely on rules                                                                            The text of the proposed rule change
                                                  10f–3, 17a–10, and 17e–1 and because                                                                           is available at the Exchange’s Web site
                                                  we believe that funds that use one such                                                                        at www.bats.com, at the principal office
jstallworth on DSK7TPTVN1PROD with NOTICES




                                                  rule generally use all of these rules, we                                                                      of the Exchange, and at the
                                                  apportion this 3 hour time burden                                                                              Commission’s Public Reference Room.
                                                  equally to all four rules. Therefore, we
                                                  estimate that the burden allocated to                     2 This estimate is based on the following
                                                                                                                                                                   1 15
                                                                                                          calculation (3 hours ÷ 4 rules = .75 hours).                  U.S.C. 78s(b)(1).
                                                                                                            3 This estimate is based on the following              2 17 CFR 240.19b–4.
                                                    1 Basedon information available from
                                                  Morningstar and the ICI Fact Book, we estimate that     calculation: (0.75 hours × 319 portfolios = 239.25       3 15 U.S.C. 78s(b)(3)(A).

                                                  37 percent of funds are advised by subadvisers.         burden hours).                                           4 17 CFR 240.19b–4(f)(6)(iii).




                                             VerDate Sep<11>2014   13:58 Jan 26, 2017   Jkt 241001   PO 00000   Frm 00044   Fmt 4703   Sfmt 4703   E:\FR\FM\27JAN1.SGM    27JAN1


                                                                                 Federal Register / Vol. 82, No. 17 / Friday, January 27, 2017 / Notices                                                      8643

                                                  II. Self-Regulatory Organization’s                      continual basis.7 The Exchange now                     perfect the mechanism of a free and
                                                  Statement of the Purpose of, and                        proposes to list the Shares pursuant to                open market and a national market
                                                  Statutory Basis for, the Proposed Rule                  Rule 19b–4(e) of the Act as provided in                system, and, in general, to protect
                                                  Change                                                  Rule 14.11(i)(4)(C) and, as such, the                  investors and the public interest.’’ 12 As
                                                                                                          components of the Funds will be                        such, the Exchange believes that the
                                                    In its filing with the Commission, the                required to comply with the                            proposal is designed to prevent
                                                  Exchange included statements                            requirements of that rule on an initial                fraudulent and manipulative acts and
                                                  concerning the purpose of and basis for                 and continual basis. The Exchange has                  practices, to promote just and equitable
                                                  the proposed rule change and discussed                  confirmed that both of the Funds’                      principles of trade, to remove
                                                  any comments it received on the                         respective portfolios currently comply                 impediments to and perfect the
                                                  proposed rule change. The text of these                 with the requirements of Rule                          mechanism of a free and open market
                                                  statements may be examined at the                       14.11(i)(4)(C).8 The Exchange notes that               and a national market system, and, in
                                                  places specified in Item IV below. The                  if the Funds were not already listed,                  general, to protect investors and the
                                                  Exchange has prepared summaries, set                    they could be listed pursuant to Rule                  public interest.
                                                  forth in Sections A, B, and C below, of                 19b–4(e) without the submission of a
                                                                                                                                                                 B. Self-Regulatory Organization’s
                                                  the most significant parts of such                      rule filing.
                                                                                                                                                                 Statement on Burden on Competition
                                                  statements.                                             2. Statutory Basis                                       The Exchange does not believe that
                                                  A. Self-Regulatory Organization’s                          The Exchange believes that the                      the proposed rule change will impose
                                                  Statement of the Purpose of, and                        proposal is consistent with Section 6(b)               any burden on competition that is not
                                                  Statutory Basis for, the Proposed Rule                  of the Act 9 in general and Section                    necessary or appropriate in furtherance
                                                  Change                                                  6(b)(5) of the Act 10 in particular in that            of the purpose of the Act. The Exchange
                                                                                                          it is designed to prevent fraudulent and               believes that the proposal to allow the
                                                  1. Purpose                                              manipulative acts and practices, to                    Funds to be listed on the Exchange
                                                     The Exchange proposes to convert the                 promote just and equitable principles of               pursuant to the generic listing standards
                                                  listing of the shares of the Funds (the                 trade, to remove impediments to, and                   under Rule 14.11(i)(4)(C) will have no
                                                  ‘‘Shares’’) from listing pursuant to                    perfect the mechanism of a free and                    impact on competition.
                                                  approval orders issued by the                           open market and, in general, to protect
                                                                                                                                                                 C. Self-Regulatory Organization’s
                                                  Commission to listing pursuant to Rule                  investors and the public interest.
                                                                                                                                                                 Statement on Comments on the
                                                  19b–4(e) as provided in Rule                            Specifically, the Exchange believes that
                                                                                                                                                                 Proposed Rule Change Received From
                                                  14.11(i)(4)(C). The Shares began trading                the proposal is designed to prevent
                                                                                                                                                                 Members, Participants, or Others
                                                                                                          fraudulent and manipulative acts and
                                                  on the Exchange on April 14, 2016 after                                                                          The Exchange has neither solicited
                                                                                                          practices, to promote just and equitable
                                                  the Commission issued orders                                                                                   nor received written comments on the
                                                                                                          principles of trade, to remove
                                                  approving the listing and trading of the                                                                       proposed rule change.
                                                                                                          impediments to, and perfect the
                                                  Shares on the Exchange.5 At that time,
                                                                                                          mechanism of a free and open market                    III. Date of Effectiveness of the
                                                  the Exchange was required to file                       and, in general, to protect investors and
                                                  separate proposals under Section 19(b)                                                                         Proposed Rule Change and Timing for
                                                                                                          the public interest because the only                   Commission Action
                                                  of the Act before the listing of any funds              change in the proposal is to have the
                                                  listed pursuant to Rule 14.11(i)                        Funds listed and traded on the                            Because the foregoing proposed rule
                                                  (‘‘Managed Fund Shares’’) and, as                       Exchange pursuant to the generic listing               change does not: (i) Significantly affect
                                                  provided in the Filings, the Exchange                   standards under Rule 14.11(i)(4)(C). As                the protection of investors or the public
                                                  will commence delisting procedures                      noted above, if the Funds were not                     interest; (ii) impose any significant
                                                  under Rule 14.12 for a Fund where the                   already listed, they would be able to be               burden on competition; and (iii) become
                                                  Fund is not in compliance with the                      listed pursuant to Rule 19b–4(e) without               operative for 30 days from the date on
                                                  applicable listing requirements.6 On                    the submission of a rule filing because                which it was filed, or such shorter time
                                                  July 22, 2016, the Commission approved                  the Commission has approved rules on                   as the Commission may designate, it has
                                                  generic listing standards for Managed                   the Exchange related to generic listing                become effective pursuant to Section
                                                  Fund Shares that would allow a series                   standards for Managed Fund Shares on                   19(b)(3)(A) of the Act and Rule 19b–
                                                  of Managed Fund Shares to list on the                   the basis that the generic listing criteria            4(f)(6) thereunder.13
                                                  Exchange pursuant to Rule 19b–4(e) so                   is consistent with the Act and, in                        A proposed rule change filed
                                                  long as the components of that series of                particular, ‘‘is consistent with Section               pursuant to Rule 19b–4(f)(6) under the
                                                  Managed Fund Shares meet the criteria                   6(b)(5) of the Act,11 which requires,                  Act 14 normally does not become
                                                  in Rule 14.11(i)(4)(C) on an initial and                among other things, that the Exchange’s                operative for 30 days after the date of its
                                                                                                          rules be designed to prevent fraudulent                filing. However, Rule 19b–4(f)(6)(iii)15
                                                     5 See Securities Exchange Act Release Nos. 77567     and manipulative acts and practices, to                permits the Commission to designate a
                                                  (April 8, 2016), 81 FR 22143 (April 14, 2016) (SR–      promote just and equitable principles of               shorter time if such action is consistent
                                                  BATS–2015–94) (order approving the listing and
                                                                                                          trade, to remove impediments to and                    with the protection of investors and the
                                                  trading on the Exchange of the SPDR DoubleLine                                                                 public interest. The Exchange has asked
                                                  Emerging Markets Fixed Income ETF) and 77499
                                                                                                             7 See Securities Exchange Act Release Nos. 78396
                                                  (April 1, 2016), 81 FR 20428 (April 7, 2016) (SR–
                                                                                                                                                                   12 See  note 7, supra.
                                                  BATS–2016–04) (order approving the listing and          (July 22, 2016), 81 FR 49698 (July 28, 2016) (SR–
                                                  trading on the Exchange of the SPDR DoubleLine          BATS–2015–100).                                          13 17  CFR 240.19b–4(f)(6). As required under Rule
jstallworth on DSK7TPTVN1PROD with NOTICES




                                                  Short Duration Total Return Tactical ETF)                  8 As provided in Rule 14.11(i)(4)(C), each Fund     19b–4(f)(6)(iii), the Exchange provided the
                                                  (collectively, the ‘‘Filings’’).                        must also comply with such requirements on a           Commission with written notice of its intent to file
                                                     6 As provided in the Filings, all statements and     continual basis and any failure to meet such           the proposed rule change, along with a brief
                                                  representations made in the Filings regarding (a) the   requirements will result in the Exchange initiating    description and the text of the proposed rule
                                                  description of the portfolio, (b) limitations on        delisting proceedings for the Fund pursuant to Rule    change, at least five business days prior to the date
                                                  portfolio holdings or reference assets, or (c) the      14.12.                                                 of filing of the proposed rule change, or such
                                                  applicability of Exchange rules and surveillance
                                                                                                             9 15 U.S.C. 78f.                                    shorter time as designated by the Commission.
                                                                                                             10 15 U.S.C. 78f(b)(5).                               14 17 CFR 240.19b–4(f)(6).
                                                  procedures shall constitute continued listing
                                                  requirements for listing the Shares on the Exchange.       11 15 U.S.C. 78f(b)(5).                               15 17 CFR 240.19b–4(f)(6)(iii).




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                                                  8644                           Federal Register / Vol. 82, No. 17 / Friday, January 27, 2017 / Notices

                                                  the Commission to waive the 30-day                      only one method. The Commission will                    Rule 201 (17 CFR 242.201) and Rule
                                                  operative delay to allow the Funds to be                post all comments on the Commission’s                   200(g) (17 CFR 242.200(g)) under the
                                                  subject to a single compliance regime                   Internet Web site (http://www.sec.gov/                  Securities Exchange Act of 1934 (15
                                                  under Rule 14.11(i)(4)(C) instead of the                rules/sro.shtml). Copies of the                         U.S.C. 78a et seq.).
                                                  series of representations made in each                  submission, all subsequent                                 Rule 201 is a short sale-related circuit
                                                  Fund’s respective 19b–4 as soon as                      amendments, all written statements                      breaker rule that, if triggered, imposes a
                                                  practicable, which will streamline and                  with respect to the proposed rule                       restriction on the prices at which
                                                  simplify compliance and the costs                       change that are filed with the                          securities may be sold short. Rule 200(g)
                                                  associated therewith. The Commission                    Commission, and all written                             provides that a broker-dealer may mark
                                                  finds that waiving the 30-day operative                 communications relating to the                          certain qualifying sell orders ‘‘short
                                                  delay in this instance is consistent with               proposed rule change between the                        exempt.’’ The information collected
                                                  the protection of investors and the                     Commission and any person, other than                   under Rule 201’s written policies and
                                                  public interest. The Commission notes                   those that may be withheld from the                     procedures requirement applicable to
                                                  that, as represented by the Exchange, if                public in accordance with the                           trading centers, the written policies and
                                                  the Funds were not currently listed                     provisions of 5 U.S.C. 552, will be                     procedures requirement of the broker-
                                                  pursuant to the previous Commission                     available for Web site viewing and                      dealer provision of Rule 201(c), the
                                                  approval orders, they would be eligible                 printing in the Commission’s Public                     written policies and procedures
                                                  for immediate listing pursuant to                       Reference Room, 100 F Street NE.,                       requirement of the riskless principal
                                                  Exchange Rule 14.11(i)(4)(C). Therefore,                Washington, DC 20549, on official                       provision of Rule 201(d)(6), and the
                                                  the Commission designates the proposal                  business days between the hours of                      ‘‘short exempt’’ marking requirement of
                                                  operative upon filing.16                                10:00 a.m. and 3:00 p.m. Copies of the                  Rule 200(g) enable the Commission and
                                                     At any time within 60 days of the                    filing also will be available for                       self-regulatory organizations (‘‘SROs’’)
                                                  filing of such proposed rule change, the                inspection and copying at the principal                 to examine and monitor for compliance
                                                  Commission summarily may                                office of the Exchange. All comments                    with the requirements of Rule 201 and
                                                  temporarily suspend such rule change if                 received will be posted without change;                 Rule 200(g).
                                                  it appears to the Commission that such                  the Commission does not edit personal                      In addition, the information collected
                                                  action is necessary or appropriate in the               identifying information from                            under Rule 201’s written policies and
                                                  public interest, for the protection of                  submissions. You should submit only                     procedures requirement applicable to
                                                  investors, or otherwise in furtherance of               information that you wish to make                       trading centers helps ensure that trading
                                                  the purposes of the Act. If the                         available publicly. All submissions                     centers do not execute or display any
                                                  Commission takes such action, the                       should refer to File Number SR–                         impermissibly priced short sale orders,
                                                  Commission shall institute proceedings                  BatsBZX–2017–03 and should be                           unless an order is marked ‘‘short
                                                                                                          submitted on or before February 17,                     exempt,’’ in accordance with the rule’s
                                                  to determine whether the proposed rule
                                                                                                          2017.                                                   requirements. Similarly, the information
                                                  change should be approved or
                                                                                                                                                                  collected under the written policies and
                                                  disapproved.                                              For the Commission, by the Division of
                                                                                                          Trading and Markets, pursuant to delegated              procedures requirement of the broker-
                                                  IV. Solicitation of Comments                            authority.17                                            dealer provision of Rule 201(c) and the
                                                    Interested persons are invited to                     Eduardo A. Aleman,                                      riskless principal provision of Rule
                                                  submit written data, views, and                         Assistant Secretary.                                    201(d)(6) helps to ensure that broker-
                                                  arguments concerning the foregoing,                                                                             dealers comply with the requirements of
                                                                                                          [FR Doc. 2017–01835 Filed 1–26–17; 8:45 am]
                                                  including whether the proposed rule                                                                             these provisions. The information
                                                                                                          BILLING CODE 8011–01–P
                                                  change is consistent with the Act.                                                                              collected pursuant to the ‘‘short
                                                                                                                                                                  exempt’’ marking requirement of Rule
                                                  Comments may be submitted by any of
                                                                                                          SECURITIES AND EXCHANGE                                 200(g) also provides an indication to a
                                                  the following methods:
                                                                                                          COMMISSION                                              trading center when it must execute or
                                                  Electronic Comments                                                                                             display a short sale order without regard
                                                    • Use the Commission’s Internet                       Submission for OMB Review;                              to whether the short sale order is at a
                                                  comment form (http://www.sec.gov/                       Comment Request                                         price that is less than or equal to the
                                                  rules/sro.shtml); or                                                                                            current national best bid.
                                                                                                          Upon Written Request, Copies Available                     It is estimated that SRO and non-SRO
                                                    • Send an email to rule-comments@                      From: Securities and Exchange                          respondents registered with the
                                                  sec.gov. Please include File Number SR–                  Commission, Office of FOIA Services,                   Commission and subject to the
                                                  BatsBZX–2017–03 on the subject line.                     100 F Street NE., Washington, DC                       collection of information requirements
                                                  Paper Comments                                           20549–2736                                             of Rule 201 and Rule 200(g) incur an
                                                    • Send paper comments in triplicate                   Extension:                                              aggregate annual burden of 2,908,309
                                                  to Brent J. Fields, Secretary, Securities                 Rule 201 and Rule 200(g) of Regulation                hours to comply with the rules and an
                                                                                                              SHO SEC File No. 270–606, OMB                       aggregate annual external cost of
                                                  and Exchange Commission, 100 F Street                       Control No. 3235–0670
                                                  NE., Washington, DC 20549–1090.                                                                                 $120,000.
                                                                                                             Notice is hereby given that pursuant                    Any records generated in connection
                                                  All submissions should refer to File                    to the Paperwork Reduction Act of 1995                  with Rule 201’s requirements that
                                                  Number SR–BatsBZX–2017–03. This file                    (44 U.S.C. 3501 et seq.) (‘‘PRA’’), the                 trading centers and broker-dealers (with
                                                  number should be included on the                                                                                respect to the broker-dealer and riskless
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                                                                                                          Securities and Exchange Commission
                                                  subject line if email is used. To help the              (‘‘Commission’’) has submitted to the                   principal provisions) establish written
                                                  Commission process and review your                      Office of Management and Budget                         policies and procedures must be
                                                  comments more efficiently, please use                   (‘‘OMB’’) a request for approval of                     preserved in accordance with, and for
                                                    16 For purposes only of waiving the 30-day
                                                                                                          extension of the previously approved                    the periods specified in, Exchange Act
                                                  operative delay, the Commission has considered the      collection of information provided for in               Rules 17a–1 for SRO trading centers and
                                                  proposed rule’s impact on efficiency, competition,                                                              17a–4(e)(7) for non-SRO trading centers
                                                  and capital formation. 15 U.S.C. 78c(f).                  17 17   CFR 200.30–3(a)(12).                          and registered broker-dealers. The


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Document Created: 2017-01-27 00:10:54
Document Modified: 2017-01-27 00:10:54
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 8642 

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