83 FR 2695 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To List and Trade the Shares of the Goldman Sachs Access Emerging Markets Local Currency Bond ETF Under Commentary .02 to NYSE Arca Rule 5.2-E(j)(3)

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 12 (January 18, 2018)

Page Range		2695-2700
FR Document		2018-00721
Federal Register, Volume 83 Issue 12 (Thursday, January 18, 2018)
[Federal Register Volume 83, Number 12 (Thursday, January 18, 2018)]
[Notices]
[Pages 2695-2700]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-00721]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82487; File No. SR-NYSEArca-2017-138]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To List and Trade 
the Shares of the Goldman Sachs Access Emerging Markets Local Currency 
Bond ETF Under Commentary .02 to NYSE Arca Rule 5.2-E(j)(3)

January 11, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934

[[Page 2696]]

(``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given that 
on December 28, 2017, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the self-regulatory organization. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade the shares of the Goldman 
Sachs Access Emerging Markets Local Currency Bond ETF (the ``Fund''), a 
series of Goldman Sachs ETF Trust (the ``Trust''), under Commentary .02 
to NYSE Arca Rule 5.2-E(j)(3) (``Investment Company Units''). The 
proposed rule change is available on the Exchange's website at 
www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
Goldman Sachs Access Emerging Markets Local Currency Bond ETF 
(``Fund'') under Commentary .02 to NYSE Arca Rule 5.2-E(j)(3), which 
governs the listing and trading of Investment Company Units (``ICUs'') 
on the Exchange.\4\ The Fund will be an index-based exchange traded 
fund (``ETF''). The Shares will be offered by the Goldman Sachs ETF 
Trust (the ``Trust''), which is registered with the Commission as an 
investment company and has filed a registration statement on Form N-1A 
(the ``Registration Statement'') with the Commission on behalf of the 
Fund.\5\
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    \4\ NYSE Arca Rule 5.2-E(j)(3)(A) provides that an Investment 
Company Unit is a security that represents an interest in a 
registered investment company that holds securities comprising, or 
otherwise based on or representing an interest in, an index or 
portfolio of securities (or holds securities in another registered 
investment company that holds securities comprising, or otherwise 
based on or representing an interest in, an index or portfolio of 
securities).
    \5\ See the Trust's post-effective amendment to the Trust's 
registration statement on Form N-1A, dated November 9, 2017 (File 
Nos. 333-200933 and 811-23013) (``Registration Statement''). The 
descriptions of the Fund and the Shares contained herein are based, 
in part, on information in the Registration Statement. In addition, 
the Commission has issued an order granting certain exemptive relief 
to the Trust under the Investment Company Act of 1940. See 
Investment Company Act Release No. 31465 (February 23, 2015) (File 
No. 812-14361).
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    The investment adviser to the Fund will be Goldman Sachs Asset 
Management, L.P. (``Adviser''), a wholly-owned subsidiary of The 
Goldman Sachs Group, Inc.\6\ ALPS Distributors, Inc. will serve as the 
distributor (the ``Distributor'') of Fund Shares on an agency basis. 
The Bank of New York Mellon (the ``Administrator'') will be the 
administrator, custodian and transfer agent for the Fund.
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    \6\ The Adviser is not registered as a broker-dealer but is 
affiliated with a broker-dealer and has implemented and will 
maintain a ``fire wall'' with respect to such broker-dealer 
affiliate regarding access to information concerning the composition 
of and/or changes to the Fund's portfolio.
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Goldman Sachs Access Emerging Markets Local Currency Bond ETF
Principal Investments
    According to the Registration Statement, the Fund will seek to 
provide investment results that closely correspond, before fees and 
expenses, to the performance of the Citi Goldman Sachs Emerging Markets 
Local Currency Government Bond Index (the ``Index''). Under normal 
market conditions,\7\ the Fund will seek to achieve its investment 
objective by investing at least 80% of its assets (exclusive of 
collateral held from securities lending) in securities included in the 
Index.
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    \7\ The term ``normal market conditions'' for these purposes 
will have the same meaning as the term defined in NYSE Arca Rule 
8.600-E(c)(5).
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Other Investments
    While, under normal market conditions, the Fund will seek to 
achieve its investment objective by investing at least 80% of its 
assets (exclusive of collateral held from securities lending) in 
securities included in the Index, the Fund may invest up to 20% of its 
net assets in the securities and financial instruments not included in 
the Index, as described below.
    The Fund may invest in commercial paper and other short-term 
obligations issued or guaranteed by U.S. corporations, non-U.S. 
corporations or other entities.
    The Fund may hold foreign currencies.
    The Fund may invest in investment company securities, including 
exchange-traded funds (``ETFs'') \8\ and money market funds.
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    \8\ For purposes of this filing, ETFs include Investment Company 
Units (as described in NYSE Arca Rule 5.2-E (j)(3)); Portfolio 
Depositary Receipts (as described in NYSE Arca Rule 8.100-E); and 
Managed Fund Shares (as described in NYSE Arca Rule 8.600-E). The 
ETFs all will be listed and traded in the U.S. on registered 
exchanges. The Fund will not invest in inverse or leveraged (e.g., 
+2x, -2X) index ETFs.
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    The Fund may invest in equity and fixed income securities of 
foreign issuers, including securities quoted or denominated in a 
currency other than U.S. dollars.
    The Fund may invest in Global Depositary Notes, credit linked notes 
and loan participation notes.
    The Fund may purchase and sell futures contracts and may also 
purchase and write call and put options on futures contracts. The Fund 
may purchase and sell futures contracts based on US and foreign 
securities indices, foreign currencies, interest rates and 
Eurodollars.\9\
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    \9\ In the aggregate, at least 90% of the weight of the Fund's 
holdings invested in futures shall consist of futures for which the 
Exchange may obtain information via the ISG from other members or 
affiliates of the ISG or for which the principal market is a market 
with which the Exchange has a comprehensive surveillance sharing 
agreement.
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    The Fund may enter into interest rate, credit, total return, and 
currency swaps. The Fund also may enter into index swaps.
    The Fund may invest in foreign currency forward contracts.
    The Fund may enter into repurchase and reverse repurchase 
agreements.
    The Fund may invest in U.S. Government Securities.
    The Fund may invest in zero coupon, deferred interest, pay-in-kind 
and capital appreciation bonds.
    The Fund may invest in inflation protected securities of varying 
maturities issued by the U.S. Treasury and other U.S. and non-U.S. 
Government agencies and corporations.
    The Fund may invest in restricted securities (Rule 144A 
securities).
Citi Goldman Sachs Emerging Markets Local Currency Government Bond 
Index
    The Index is a rules-based index that is designed to measure the 
performance of bonds issued by emerging market

[[Page 2697]]

governments and denominated in the local currency of the issuer that 
meet certain liquidity and fundamental screening criteria. As of July 
31, 2017, there were 189 issues in the Index.
    The Index is a custom index that is owned and calculated by FTSE 
Fixed Income LLC (``FTSE'' or the ``Index Provider''), and is based on 
the Citi Emerging Markets Government Bond Index (the ``Reference 
Index'') using concepts developed with Goldman Sachs Asset 
Management.\10\
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    \10\ The Index Provider is not a broker-dealer and is not 
affiliated with a broker dealer and has implemented procedures 
designed to prevent the use and dissemination of material, non-
public information regarding the Index.
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    The Index Provider constructs the Index in accordance with a rules-
based methodology that involves two steps:
Step 1
    In the first step, the Index Provider defines the universe of 
potential index components (``Universe'') by applying specified 
criteria to the constituent securities of the Reference Index. The 
Reference Index includes sovereign debt issued in local currency that 
has a minimum of one year to maturity and is rated at least C by S&P or 
Ca by Moody's. Issuers need to have a minimum of local currency 
equivalent of $10 billion outstanding for three consecutive months to 
be eligible for inclusion in the Reference Index. Only constituents of 
the Reference Index that have a minimum local currency equivalent of 
approximately $1 billion outstanding are included in the Universe. 
Provided there are 10 or more countries represented in the Universe, 
the weight of each country within the Universe is capped at 10%.
Step 2
    In the second step, the Index Provider applies a fundamental screen 
to the Universe. Issuers are measured by two fundamental factors, money 
supply growth and current account to gross domestic product (``GDP''). 
The Index Provider ranks each issuer based on the two fundamental 
factors, equally weighted. The Index is constructed by including the 
highest ranking eligible securities, screening out lowest ranking 
eligible securities.
    The Index is rebalanced (i) monthly on the last business day of 
each month, to account for changes in maturities or ratings migration, 
and (ii) quarterly, to account for updates to the constituent 
securities on the basis of the fundamental factors (as described 
above).
    As of July 31, 2017, issuers from the following emerging market 
countries were included in the Index: Brazil, Chile, Colombia, Hungary, 
Indonesia, Malaysia, Mexico, Peru, Poland, Russia, South Africa, and 
Thailand. The countries included in the Index may change over time. The 
percentage of the portfolio exposed to any country or geographic region 
will vary from time to time as the weightings of the securities within 
the Index change, and the Fund may not be invested in each country or 
geographic region at all times. All such issuers are a government of a 
foreign country or a political subdivision of a foreign country.
    The Exchange is submitting this proposed rule change because the 
Index does not meet all of the ``generic'' listing requirements of 
Commentary .02 to NYSE Arca Rule 5.2-E(j)(3) applicable to the listing 
of Units. The Index meets all such requirements except for those set 
forth in Commentary .02(a)(5) to NYSE Arca Rule 5.2-E(j)(3) that an 
underlying index or portfolio (excluding one consisting entirely of 
exempted securities) must include a minimum of 13 non-affiliated 
issuers. Specifically, as of July 31, 2017, the Index included 
components from 12 non-affiliated issuers, each of which is a foreign 
government or political subdivision of a foreign country.\11\
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    \11\ The 12 non-affiliated issuers are the following; Republic 
of Colombia; Kingdom of Thailand; Government of Malaysia; Republic 
of Hungary; Indonesia Republic; Mexico (United Mexican States); 
Republic of Peru; Republic of Poland; Republic of South Africa; 
Brazil (Federative Republic and Secretaria Tesouro Nacional); Chile 
(Republic of Chile and Banco Central de Chile); and Russian 
Federation.
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    The Exchange represents that (1) except for the requirement under 
Commentary .02(a)(5) to NYSE Arca Rule 5.2-E(j)(3) that an underlying 
index or portfolio (excluding one consisting entirely of exempted 
securities) must include a minimum of 13 non-affiliated issuers, the 
Shares of the Fund would satisfy all of the generic listing standards 
under NYSE Arca Rule 5.2-E(j)(3); (2) the continued listing standards 
under NYSE Arca Rules 5.2-E(j)(3) and 5.5-E(g)(2) applicable to ICUs 
shall apply to the Shares; and (3) the Trust is required to comply with 
Rule 10A-3 \12\ under the Act for the initial and continued listing of 
the Shares.
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    \12\ 17 CFR 240.10A-3.
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    The Exchange represents that the Fund will comply with the initial 
and continued listing requirements of NYSE Arca Rules 5.2-E(j)(3) and 
5.5-E(g)(2) applicable to ICUs on a continued basis. In addition, the 
Exchange represents that the Shares will comply with all other 
requirements applicable to ICUs including, but not limited to, 
requirements relating to the dissemination of key information such as 
the Index value and Intraday Indicative Value, rules governing the 
trading of equity securities, initial minimum number of shares required 
to be outstanding at commencement of trading, hours of trading in the 
Exchange's Early, Core and Late Trading Sessions, trading halts, 
surveillance,\13\ and the Information Bulletin to ETP Holders, as set 
forth in prior Commission orders approving the generic listing rules 
applicable to the listing and trading of ICUs.\14\
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    \13\ The Exchange or the Financial Industry Regulatory Authority 
(``FINRA''), on behalf of the Exchange, or both, will communicate as 
needed regarding trading in the Shares and certain futures with 
other markets and other entities that are members of the Intermarket 
Surveillance Group (``ISG''), and the Exchange or FINRA, on behalf 
of the Exchange, or both, may obtain trading information regarding 
trading in the Shares and certain futures from such markets and 
other entities. In addition, the Exchange may obtain information 
regarding trading in the Shares and certain futures from markets and 
other entities that are members of ISG or with which the Exchange 
has in place a comprehensive surveillance sharing agreement. For a 
list of current members of ISG, see www.isgportal.org. In addition, 
the Exchange is able to access from FINRA, as needed, trade 
information for certain fixed income securities held by the Fund 
reported to FINRA's Trade Reporting and Compliance Engine 
(``TRACE'').
    \14\ See Securities Exchange Act Release Nos. 55621 (April 12, 
2007), 72 FR 19571 (April 18, 2007) (SR-NYSEArca-006-86) (order 
approving generic listing standards for ICUs based on international 
or global indexes); 44551 (July 12, 2001), 66 FR 37716 (July 19, 
2001) (SR-PCX-2001-14) (order approving generic listing standards 
for ICUs and Portfolio Depositary Receipts); 41983 (October 6, 
1999), 64 FR 56008 (October 15, 1999) (SR-PCX-98-29) (order 
approving rules for listing and trading of ICUs); 55783 (May 17, 
2007), 72 FR 29194 (May 24, 2007) (SR-NYSEArca-2007-36) (notice of 
filing of proposed rule change and Amendment No. 1 thereto to 
establish generic listing standards for exchange-traded funds based 
on fixed income indexes and order granting accelerated approval of 
proposed rule change as amended); 55437 (March 9, 2007), 72 FR 12233 
(March 15, 2007) (SR-Amex-2006-118) (approving generic listing 
standards for series of ETFs based on Fixed Income and Combination 
Indexes).
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    The Exchange believes it is appropriate to permit the listing and 
trading of the Shares notwithstanding that the requirement of 
Commentary .02(a)(5) to NYSE Arca Rule 5.2-E(j)(3) is not met because 
the non-affiliated issuers represented by the Index components each is 
and will be a foreign sovereign government or government entity with a 
substantial amount of debt issuances outstanding, and, therefore, will 
make manipulation of the Index less feasible.\15\ In addition,

[[Page 2698]]

the Index currently substantially exceeds the requirements of 
Commentary .02(a)(2) and Commentary .02(a)(4) \16\ to NYSE Arca Rule 
5.2-E(j)(3).\17\
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    \15\ The Exchange notes, for informational purposes, that, as of 
November 30, 2017, the largest bond in the Index had $32.5 billion 
outstanding and the smallest bond in the Index had $762 million 
outstanding. The average size of Index component bonds was $4.8 
billion and the total value of bonds in the Index was $998.7 
billion. As of July 31, 2017, the twelve sovereign entities which 
have debt issues included in the Index had approximately $3.1 
trillion in debt outstanding in the aggregate, with each such 
sovereign entity having approximately the following debt amount 
outstanding: Brazil ($1.1 trillion), Chile ($83.7 billion), Colombia 
($88.6 billion), Hungary ($91.7 billion), Indonesia ($237.6 
billion), Malaysia $168.3 billion), Mexico ($444.9 billion), Peru 
($39.3 billion), Poland ($237.4 billion), Russia ($185.6 billion), 
South Africa ($171.9 billion), and Thailand ($229.7 billion).
    \16\ Commentary .02(a)(2) to NYSE Arca Rule 5.2-E(j)(3) provides 
that components that in aggregate account for at least 75% of the 
Fixed Income Securities portion of the weight of the index or 
portfolio each shall have a minimum original principal amount 
outstanding of $100 million or more. Commentary .02(a)(4) to NYSE 
Arca Rule 5.2-E(j)(3) provides that no component fixed-income 
security (excluding Treasury Securities and GSE Securities) shall 
represent more than 30% of the Fixed Income Securities portion of 
the weight of the index or portfolio and the top 5 fixed-income 
securities (excluding Treasury Securities and GSE Securities) shall 
not represent more than 65% of the Fixed Income Securities portion 
of the weight of the index or portfolio.
    \17\ The Exchange notes, for informational purposes, that, as of 
July 31, 2017, the Index included 189 components; components that in 
aggregate accounted for 100% of the weight of the Index each had a 
minimum original principal amount outstanding of $100 million or 
more; no single component represented more than 3.23% of the weight 
of the Index; and the top 5 Index components represented 11.49% of 
the weight of the Index. The Index Provider has stated that the 
Index methodology is implemented in accordance with International 
Organization of Securities Commissions (``IOSCO'') ``Principles for 
Financial Benchmarks''. See https://www.yieldbook.com/m/indices/announcements.shtml?view=rq.
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    The Index will at all times include a minimum of ten non-affiliated 
issuers that are foreign sovereign government or government entities, 
and a minimum of 75 components, in addition to meeting the other 
continued listing requirements of Commentary .02 to NYSE Arca Rule 5.2-
E (j)(3).
    All statements and representations made in this filing regarding 
(a) the description of the index, portfolio or reference asset, (b) 
limitations on index or portfolio holdings or reference assets, or (c) 
the applicability of Exchange listing rules specified in this rule 
filing will constitute continued listing requirements for listing the 
Shares of the Fund on the Exchange.
    The issuer must notify the Exchange of any failure by the Fund to 
comply with the continued listing requirements, and, pursuant to its 
obligations under Section 19(g)(1) of the Act, the Exchange will 
monitor for compliance with the continued listing requirements. If the 
Fund is not in compliance with the applicable listing requirements, the 
Exchange will commence delisting procedures under NYSE Arca Rule 5.5-
E(m).
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \18\ in general and Section 6(b)(5) of the Act \19\ in 
particular in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in facilitating transactions in securities, and to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system.
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    \18\ 15 U.S.C. 78f.
    \19\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
generic listing criteria in Commentary .02 to NYSE Arca Rule 5.2-
E(j)(3), except that the Index does not meet the requirement in 
Commentary .02(a)(5) to NYSE Arca Rule 5.2-E(j)(3) that an underlying 
index or portfolio (excluding one consisting entirely of exempted 
securities) must include a minimum of 13 non-affiliated issuers. The 
Exchange believes that its surveillance procedures are adequate to 
properly monitor the trading of the Shares on the Exchange during all 
trading sessions and to deter and detect violations of Exchange rules 
and the applicable federal securities laws.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that the Index will at all times include a minimum of ten non-
affiliated issuers that are foreign sovereign government or government 
entities; as noted above, such sovereign issuers have a substantial 
amount of debt outstanding.\20\ The Index will at all times include at 
least 75 components. In addition, the Index will meet the other 
continued listing requirements of Commentary .02 to NYSE Arca Rule 5.2-
E (j)(3).\21\ The Exchange believes the Index is and will continue to 
be well-diversified based on the minimum number of components (75) of 
at least ten sovereign issuers with substantial amounts of debt 
outstanding, and is therefore not susceptible to manipulation.
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    \20\ See note 15, supra.
    \21\ See note 16, supra.
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    In addition, the Exchange will obtain a representation from the 
issuer of the Shares that the net asset value (``NAV'') per Share will 
be calculated daily every day the New York Stock Exchange is open, and 
that the NAV will be made available to all market participants at the 
same time. In addition, a large amount of publicly available 
information will be publicly available regarding the Fund and the 
Shares, thereby promoting market transparency.
    Moreover, the Intraday Indicative Value (``IIV'') will be widely 
disseminated by one or more major market data vendors at least every 15 
seconds during the Exchange's Core Trading Session (normally, 9:30 a.m. 
to 4:00 p.m., Eastern Time). Information regarding market price and 
trading volume of the Shares will be continually available on a real-
time basis throughout the day on brokers' computer screens and other 
electronic services, and quotations and last sale information will be 
available via the Consolidated Tape Association (``CTA'') high-speed 
line. Quotation and last sale information for the Shares will be 
available via the CTA high-speed line. Price information for the Index 
components will be available from automated quotation systems, 
published or other public sources, or online information services such 
as Bloomberg or Reuters. The Fund's website, which will be publicly 
available prior to the public offering of Shares, will include a form 
of the prospectus for the Fund that may be downloaded. On each business 
day, before commencement of trading in Shares in the Core Trading 
Session on the Exchange, the Trust will disclose on its website the 
following information regarding each portfolio holding, as applicable 
to the type of holding: Ticker symbol, CUSIP number or other 
identifier, if any; a description of the holding (including the type of 
holding); the identity of the security, index or other asset or 
instrument underlying the holding, if any; maturity date, if any; 
coupon rate, if any; effective date, if any; for options, the strike 
price; market value of the holding; quantity of each security or other 
asset held; and the percentage weighting of the holding in the Fund's 
portfolio. In addition, a portfolio composition file, which will 
include the security names and quantities of securities and other 
assets required to be delivered in exchange for the Fund's Shares, 
together with estimates and actual cash components, will be publicly 
disseminated prior to the opening of the Exchange via the National 
Securities Clearing

[[Page 2699]]

Corporation. Moreover, prior to commencement of trading, the Exchange 
will inform its ETP Holders in an Information Bulletin of the special 
characteristics and risks associated with trading the Shares. Trading 
in Shares of the Fund will be halted if the circuit breaker parameters 
in NYSE Arca Rule 7.12-E have been reached or because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading the Shares inadvisable. In addition, as noted above, investors 
will have ready access to information regarding the Fund's portfolio, 
the IIV, the Index value, and quotation and last sale information for 
the Shares.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of exchange-traded product that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace. As noted above, the Shares will be subject to the 
existing trading surveillances administered by the Exchange and FINRA 
on behalf of the Exchange. The Exchange or FINRA, on behalf of the 
Exchange, or both, will communicate as needed regarding trading in the 
Shares and certain futures with other markets and other entities that 
are members of ISG, and the Exchange, FINRA on behalf of the Exchange, 
or both, may obtain trading information in the Shares and certain 
futures from such markets and other entities. In addition, the Exchange 
may obtain information regarding trading in the Shares and certain 
futures from markets and other entities that are members of ISG or with 
which the Exchange has in place a comprehensive surveillance sharing 
agreement. In addition, as noted above, investors will have ready 
access to information regarding the Fund's holdings, the IIV, and 
quotation and last sale information for the Shares.

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 purposes of the Act. The Exchange believes that 
the proposed rule change will facilitate the listing and trading of an 
additional type of exchange-traded fund that principally holds fixed 
income securities of foreign sovereign governments and government 
entities and that will enhance competition among market participants, 
to the benefit of investors and the marketplace.

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

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

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

    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 \22\ and Rule 19b-
4(f)(6) thereunder.\23\
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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 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.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \24\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \25\ 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 the Commission to waive the 30-day operative delay so that 
the proposal may become operative immediately upon filing.
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    \24\ 17 CFR 240.19b-4(f)(6).
    \25\ 17 CFR 240.19b-4(f)(6)(iii).
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    As discussed above, the Exchange proposes to list and trade the 
Shares. The Fund will seek to provide investment results that closely 
correspond, before fees and expenses, to the performance of the Index. 
The Exchange notes that the Index meets all of the generic listing 
requirements under Commentary .02 to NYSE Arca Rule 5.2-E(j)(3), except 
the requirement in Commentary .02(a)(5) that the underlying index or 
portfolio (excluding one consisting entirely of exempted securities) 
include a minimum of 13 non-affiliated issuers. Instead, the Index will 
at all times include a minimum of 10 non-affiliated issuers that are 
foreign sovereign government or government entities and a minimum of 75 
components, in addition to meeting the other listing requirements of 
Commentary .02 to NYSE Arca Rule 5.2-E(j)(3). Moreover, the Fund will 
comply with the listing requirements of NYSE Arca Rules 5.2-E(j)(3) and 
5.5-E(g)(2) applicable to ICUs on a continued basis, and will comply 
with all other requirements applicable to ICUs.
    The Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
According to the Exchange, waiver of the operative delay would benefit 
the market and investors by permitting trading of the Shares prior to 
the 30-day delayed operative date, thereby enhancing market 
competition. The Commission hereby waives the 30-day operative delay 
and designates the proposal operative upon filing.\26\
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    \26\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the 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-NYSEArca-2017-138 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 Number SR-NYSEArca-2017-138. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your

[[Page 2700]]

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-
NYSEArca-2017-138 and should be submitted on or before February 8, 
2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
---------------------------------------------------------------------------

    \27\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-00721 Filed 1-17-18; 8:45 am]
BILLING CODE 8011-01-P
Federal Register / Vol. 83, No. 12 / Thursday, January 18, 2018 / Notices 2695

of the Act 5 in particular, in that it is C. Self-Regulatory Organization’s number should be included on the
designed to prevent fraudulent and Statement on Comments on the subject line if email is used. To help the
manipulative acts and practices, to Proposed Rule Change Received From Commission process and review your
promote just and equitable principles of Members, Participants, or Others comments more efficiently, please use
trade, to foster cooperation and Written comments were neither only one method. The Commission will
coordination with persons engaged in solicited nor received. post all comments on the Commission’s
facilitating transactions in securities, to internet website (http://www.sec.gov/
remove impediments to and perfect the III. Date of Effectiveness of the rules/sro.shtml). Copies of the
mechanisms of a free and open market Proposed Rule Change and Timing for submission, all subsequent
and a national market system and, in Commission Action amendments, all written statements
general, to protect investors and the Because the foregoing proposed rule with respect to the proposed rule
public interest. change does not: (i) Significantly affect change that are filed with the
The Exchange believes the proposed the protection of investors or the public Commission, and all written
changes promote just and equitable interest; (ii) impose any significant communications relating to the
principles of trade and remove burden on competition; and (iii) become proposed rule change between the
impediments to and perfect the operative for 30 days after the date of Commission and any person, other than
mechanism of a free and open market those that may be withheld from the
the filing, or such shorter time as the
and a national market system because public in accordance with the
Commission may designate, it has
the proposed rule change corrects minor provisions of 5 U.S.C. 552, will be
become effective pursuant to 19(b)(3)(A)
typographical errors and corrects errors available for website viewing and
of the Act 7 and Rule 19b–4(f)(6) 8
in the hierarchical heading scheme to printing in the Commission’s Public
thereunder.
provide uniformity in the Exchange’s Reference Room, 100 F Street NE,
At any time within 60 days of the
rulebook. The Exchange notes that the Washington, DC 20549, on official
filing of the proposed rule change, the
proposed changes to Exchange Rule 700, business days between the hours of
Commission summarily may
Exercise of Option Contracts; Rule 1308, 10:00 a.m. and 3:00 p.m. Copies of the
temporarily suspend such rule change if
Supervision of Accounts; and Rule filing also will be available for
it appears to the Commission that such
1322, Options Communications, do not inspection and copying at the principal
action is necessary or appropriate in the
alter the application of each rule. As office of the Exchange. All comments
public interest, for the protection of
such, the proposed amendments would received will be posted without change.
foster cooperation and coordination investors, or otherwise in furtherance of
the purposes of the Act. If the Persons submitting comments are
with persons engaged in facilitating cautioned that we do not redact or edit
transactions in securities and would Commission takes such action, the
Commission shall institute proceedings personal identifying information from
remove impediments to and perfect the comment submissions. You should
mechanism of a free and open market to determine whether the proposed rule
should be approved or disapproved. submit only information that you wish
and a national exchange system. In to make available publicly. All
particular, the Exchange believes that IV. Solicitation of Comments submissions should refer to File
the proposed changes will provide Number SR–MIAX–2018–01 and should
Interested persons are invited to
greater clarity to Members 6 and the be submitted on or before February 8,
submit written data, views, and
public regarding the Exchange’s Rules. 2018.
arguments concerning the foregoing,
It is in the public interest for rules to be
including whether the proposed rule For the Commission, by the Division of
accurate and concise so as to eliminate
change is consistent with the Act. Trading and Markets, pursuant to delegated
the potential for confusion.
Comments may be submitted by any of authority.9
B. Self-Regulatory Organization’s the following methods: Eduardo A. Aleman,
Statement on Burden on Competition Assistant Secretary.
Electronic Comments
MIAX Options does not believe that [FR Doc. 2018–00722 Filed 1–17–18; 8:45 am]
the proposed rule change will impose • Use the Commission’s internet
BILLING CODE 8011–01–P
any burden on competition not comment form (http://www.sec.gov/
necessary or appropriate in furtherance rules/sro.shtml); or
of the purposes of the Act. The • Send an email to rule-comments@ SECURITIES AND EXCHANGE
proposed rule change will have no sec.gov. Please include File Number SR– COMMISSION
impact on competition as it is not MIAX–2018–01 on the subject line.
designed to address any competitive [Release No. 34–82487; File No. SR–
Paper Comments NYSEArca–2017–138]
issues but rather is designed to add
• Send paper comments in triplicate
additional clarity to existing rules and Self-Regulatory Organizations; NYSE
to Brent J. Fields, Secretary, Securities
to remedy minor non-substantive issues Arca, Inc.; Notice of Filing and
and Exchange Commission, 100 F Street
in the text of various rules identified in Immediate Effectiveness of Proposed
NE, Washington, DC 20549–1090.
this proposal. Rule Change To List and Trade the
The Exchange does not believe that All submissions should refer to File
Number SR–MIAX–2018–01. This file Shares of the Goldman Sachs Access
the proposed rule change will impose
Emerging Markets Local Currency
any burden on intermarket competition
7 15 U.S.C. 78s(b)(3)(A). Bond ETF Under Commentary .02 to
as the Rules apply equally to all
sradovich on DSK3GMQ082PROD with NOTICES

8 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– NYSE Arca Rule 5.2–E(j)(3)
Exchange Members. 4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file January 11, 2018.
5 15U.S.C. 78f(b)(5). the proposed rule change, along with a brief Pursuant to Section 19(b)(1) 1 of the
6 The term ‘‘Member’’ means an individual or description and the text of the proposed rule Securities Exchange Act of 1934
organization approved to exercise the trading rights change, at least five business days prior to the date
associated with a Trading Permit. Members are of filing of the proposed rule change, or such
9 17 CFR 200.30–3(a)(12).
deemed ‘‘members’’ under the Exchange Act. See shorter time as designated by the Commission. The
Exchange Rule 100. Exchange has satisfied this requirement. 1 15 U.S.C. 78s(b)(1).

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2696 Federal Register / Vol. 83, No. 12 / Thursday, January 18, 2018 / Notices

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3 Fund will be an index-based exchange included in the Index, as described
notice is hereby given that on December traded fund (‘‘ETF’’). The Shares will be below.
28, 2017, NYSE Arca, Inc. (‘‘Exchange’’ offered by the Goldman Sachs ETF Trust The Fund may invest in commercial
or ‘‘NYSE Arca’’) filed with the (the ‘‘Trust’’), which is registered with paper and other short-term obligations
Securities and Exchange Commission the Commission as an investment issued or guaranteed by U.S.
(‘‘Commission’’) the proposed rule company and has filed a registration corporations, non-U.S. corporations or
change as described in Items I and II statement on Form N–1A (the other entities.
below, which Items have been prepared ‘‘Registration Statement’’) with the The Fund may hold foreign
by the self-regulatory organization. The Commission on behalf of the Fund.5 currencies.
Commission is publishing this notice to The investment adviser to the Fund The Fund may invest in investment
solicit comments on the proposed rule will be Goldman Sachs Asset company securities, including
change from interested persons. Management, L.P. (‘‘Adviser’’), a exchange-traded funds (‘‘ETFs’’) 8 and
wholly-owned subsidiary of The money market funds.
I. Self-Regulatory Organization’s The Fund may invest in equity and
Statement of the Terms of Substance of Goldman Sachs Group, Inc.6 ALPS
Distributors, Inc. will serve as the fixed income securities of foreign
the Proposed Rule Change issuers, including securities quoted or
distributor (the ‘‘Distributor’’) of Fund
The Exchange proposes to list and Shares on an agency basis. The Bank of denominated in a currency other than
trade the shares of the Goldman Sachs New York Mellon (the ‘‘Administrator’’) U.S. dollars.
Access Emerging Markets Local will be the administrator, custodian and The Fund may invest in Global
Currency Bond ETF (the ‘‘Fund’’), a transfer agent for the Fund. Depositary Notes, credit linked notes
series of Goldman Sachs ETF Trust (the and loan participation notes.
‘‘Trust’’), under Commentary .02 to Goldman Sachs Access Emerging The Fund may purchase and sell
NYSE Arca Rule 5.2–E(j)(3) Markets Local Currency Bond ETF futures contracts and may also purchase
(‘‘Investment Company Units’’). The Principal Investments and write call and put options on
proposed rule change is available on the futures contracts. The Fund may
Exchange’s website at www.nyse.com, at According to the Registration purchase and sell futures contracts
the principal office of the Exchange, and Statement, the Fund will seek to based on US and foreign securities
at the Commission’s Public Reference provide investment results that closely indices, foreign currencies, interest rates
Room. correspond, before fees and expenses, to and Eurodollars.9
the performance of the Citi Goldman The Fund may enter into interest rate,
II. Self-Regulatory Organization’s Sachs Emerging Markets Local Currency credit, total return, and currency swaps.
Statement of the Purpose of, and Government Bond Index (the ‘‘Index’’). The Fund also may enter into index
Statutory Basis for, the Proposed Rule Under normal market conditions,7 the swaps.
Change Fund will seek to achieve its investment The Fund may invest in foreign
In its filing with the Commission, the objective by investing at least 80% of its currency forward contracts.
self-regulatory organization included assets (exclusive of collateral held from The Fund may enter into repurchase
statements concerning the purpose of, securities lending) in securities and reverse repurchase agreements.
and basis for, the proposed rule change included in the Index. The Fund may invest in U.S.
and discussed any comments it received Other Investments Government Securities.
on the proposed rule change. The text The Fund may invest in zero coupon,
of those statements may be examined at While, under normal market deferred interest, pay-in-kind and
the places specified in Item IV below. conditions, the Fund will seek to capital appreciation bonds.
The Exchange has prepared summaries, achieve its investment objective by The Fund may invest in inflation
set forth in sections A, B, and C below, investing at least 80% of its assets protected securities of varying
of the most significant parts of such (exclusive of collateral held from maturities issued by the U.S. Treasury
statements. securities lending) in securities and other U.S. and non-U.S.
included in the Index, the Fund may Government agencies and corporations.
A. Self-Regulatory Organization’s invest up to 20% of its net assets in the The Fund may invest in restricted
Statement of the Purpose of, and the securities and financial instruments not securities (Rule 144A securities).
Statutory Basis for, the Proposed Rule
Change Citi Goldman Sachs Emerging Markets
company that holds securities comprising, or
otherwise based on or representing an interest in, Local Currency Government Bond Index
1. Purpose
an index or portfolio of securities). The Index is a rules-based index that
The Exchange proposes to list and 5 See the Trust’s post-effective amendment to the
is designed to measure the performance
trade shares (‘‘Shares’’) of the Goldman Trust’s registration statement on Form N–1A, dated
November 9, 2017 (File Nos. 333–200933 and 811– of bonds issued by emerging market
Sachs Access Emerging Markets Local
23013) (‘‘Registration Statement’’). The descriptions
Currency Bond ETF (‘‘Fund’’) under of the Fund and the Shares contained herein are 8 For purposes of this filing, ETFs include
Commentary .02 to NYSE Arca Rule based, in part, on information in the Registration Investment Company Units (as described in NYSE
5.2–E(j)(3), which governs the listing Statement. In addition, the Commission has issued Arca Rule 5.2–E (j)(3)); Portfolio Depositary
and trading of Investment Company an order granting certain exemptive relief to the Receipts (as described in NYSE Arca Rule 8.100–
Trust under the Investment Company Act of 1940. E); and Managed Fund Shares (as described in
Units (‘‘ICUs’’) on the Exchange.4 The See Investment Company Act Release No. 31465 NYSE Arca Rule 8.600–E). The ETFs all will be
(February 23, 2015) (File No. 812–14361). listed and traded in the U.S. on registered
sradovich on DSK3GMQ082PROD with NOTICES

2 15 U.S.C. 78a. 6 The Adviser is not registered as a broker-dealer exchanges. The Fund will not invest in inverse or
3 17 CFR 240.19b–4. but is affiliated with a broker-dealer and has leveraged (e.g., +2x, –2X) index ETFs.
4 NYSE Arca Rule 5.2–E(j)(3)(A) provides that an implemented and will maintain a ‘‘fire wall’’ with 9 In the aggregate, at least 90% of the weight of

Investment Company Unit is a security that respect to such broker-dealer affiliate regarding the Fund’s holdings invested in futures shall
represents an interest in a registered investment access to information concerning the composition consist of futures for which the Exchange may
company that holds securities comprising, or of and/or changes to the Fund’s portfolio. obtain information via the ISG from other members
otherwise based on or representing an interest in, 7 The term ‘‘normal market conditions’’ for these or affiliates of the ISG or for which the principal
an index or portfolio of securities (or holds purposes will have the same meaning as the term market is a market with which the Exchange has a
securities in another registered investment defined in NYSE Arca Rule 8.600–E(c)(5). comprehensive surveillance sharing agreement.

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Federal Register / Vol. 83, No. 12 / Thursday, January 18, 2018 / Notices 2697

governments and denominated in the were included in the Index: Brazil, including, but not limited to,
local currency of the issuer that meet Chile, Colombia, Hungary, Indonesia, requirements relating to the
certain liquidity and fundamental Malaysia, Mexico, Peru, Poland, Russia, dissemination of key information such
screening criteria. As of July 31, 2017, South Africa, and Thailand. The as the Index value and Intraday
there were 189 issues in the Index. countries included in the Index may Indicative Value, rules governing the
The Index is a custom index that is change over time. The percentage of the trading of equity securities, initial
owned and calculated by FTSE Fixed portfolio exposed to any country or minimum number of shares required to
Income LLC (‘‘FTSE’’ or the ‘‘Index geographic region will vary from time to be outstanding at commencement of
Provider’’), and is based on the Citi time as the weightings of the securities trading, hours of trading in the
Emerging Markets Government Bond within the Index change, and the Fund Exchange’s Early, Core and Late Trading
Index (the ‘‘Reference Index’’) using may not be invested in each country or Sessions, trading halts, surveillance,13
concepts developed with Goldman geographic region at all times. All such and the Information Bulletin to ETP
Sachs Asset Management.10 issuers are a government of a foreign Holders, as set forth in prior
The Index Provider constructs the country or a political subdivision of a Commission orders approving the
Index in accordance with a rules-based foreign country. generic listing rules applicable to the
methodology that involves two steps: The Exchange is submitting this listing and trading of ICUs.14
Step 1 proposed rule change because the Index The Exchange believes it is
does not meet all of the ‘‘generic’’ listing appropriate to permit the listing and
In the first step, the Index Provider trading of the Shares notwithstanding
requirements of Commentary .02 to
defines the universe of potential index that the requirement of Commentary
NYSE Arca Rule 5.2–E(j)(3) applicable
components (‘‘Universe’’) by applying .02(a)(5) to NYSE Arca Rule 5.2–E(j)(3)
to the listing of Units. The Index meets
specified criteria to the constituent is not met because the non-affiliated
all such requirements except for those
securities of the Reference Index. The issuers represented by the Index
set forth in Commentary .02(a)(5) to
Reference Index includes sovereign debt components each is and will be a
NYSE Arca Rule 5.2–E(j)(3) that an
issued in local currency that has a foreign sovereign government or
minimum of one year to maturity and is underlying index or portfolio (excluding
one consisting entirely of exempted government entity with a substantial
rated at least C by S&P or Ca by amount of debt issuances outstanding,
Moody’s. Issuers need to have a securities) must include a minimum of
13 non-affiliated issuers. Specifically, as and, therefore, will make manipulation
minimum of local currency equivalent of the Index less feasible.15 In addition,
of $10 billion outstanding for three of July 31, 2017, the Index included
consecutive months to be eligible for components from 12 non-affiliated 13 The Exchange or the Financial Industry

inclusion in the Reference Index. Only issuers, each of which is a foreign Regulatory Authority (‘‘FINRA’’), on behalf of the
constituents of the Reference Index that government or political subdivision of a Exchange, or both, will communicate as needed
have a minimum local currency foreign country.11 regarding trading in the Shares and certain futures
The Exchange represents that (1) with other markets and other entities that are
equivalent of approximately $1 billion members of the Intermarket Surveillance Group
outstanding are included in the except for the requirement under (‘‘ISG’’), and the Exchange or FINRA, on behalf of
Universe. Provided there are 10 or more Commentary .02(a)(5) to NYSE Arca the Exchange, or both, may obtain trading
countries represented in the Universe, Rule 5.2–E(j)(3) that an underlying information regarding trading in the Shares and
index or portfolio (excluding one certain futures from such markets and other
the weight of each country within the entities. In addition, the Exchange may obtain
Universe is capped at 10%. consisting entirely of exempted information regarding trading in the Shares and
securities) must include a minimum of certain futures from markets and other entities that
Step 2 13 non-affiliated issuers, the Shares of are members of ISG or with which the Exchange has
the Fund would satisfy all of the generic in place a comprehensive surveillance sharing
In the second step, the Index Provider agreement. For a list of current members of ISG, see
applies a fundamental screen to the listing standards under NYSE Arca Rule www.isgportal.org. In addition, the Exchange is able
Universe. Issuers are measured by two 5.2–E(j)(3); (2) the continued listing to access from FINRA, as needed, trade information
standards under NYSE Arca Rules 5.2– for certain fixed income securities held by the Fund
fundamental factors, money supply reported to FINRA’s Trade Reporting and
growth and current account to gross E(j)(3) and 5.5–E(g)(2) applicable to Compliance Engine (‘‘TRACE’’).
domestic product (‘‘GDP’’). The Index ICUs shall apply to the Shares; and (3) 14 See Securities Exchange Act Release Nos.

Provider ranks each issuer based on the the Trust is required to comply with 55621 (April 12, 2007), 72 FR 19571 (April 18,
two fundamental factors, equally Rule 10A–3 12 under the Act for the 2007) (SR–NYSEArca–006–86) (order approving
initial and continued listing of the generic listing standards for ICUs based on
weighted. The Index is constructed by international or global indexes); 44551 (July 12,
including the highest ranking eligible Shares. 2001), 66 FR 37716 (July 19, 2001) (SR–PCX–2001–
securities, screening out lowest ranking The Exchange represents that the 14) (order approving generic listing standards for
eligible securities. Fund will comply with the initial and ICUs and Portfolio Depositary Receipts); 41983
continued listing requirements of NYSE (October 6, 1999), 64 FR 56008 (October 15, 1999)
The Index is rebalanced (i) monthly (SR–PCX–98–29) (order approving rules for listing
on the last business day of each month, Arca Rules 5.2–E(j)(3) and 5.5–E(g)(2) and trading of ICUs); 55783 (May 17, 2007), 72 FR
to account for changes in maturities or applicable to ICUs on a continued basis. 29194 (May 24, 2007) (SR–NYSEArca–2007–36)
ratings migration, and (ii) quarterly, to In addition, the Exchange represents (notice of filing of proposed rule change and
that the Shares will comply with all Amendment No. 1 thereto to establish generic
account for updates to the constituent listing standards for exchange-traded funds based
securities on the basis of the other requirements applicable to ICUs on fixed income indexes and order granting
fundamental factors (as described accelerated approval of proposed rule change as
11 The 12 non-affiliated issuers are the following; amended); 55437 (March 9, 2007), 72 FR 12233
above).
sradovich on DSK3GMQ082PROD with NOTICES

Republic of Colombia; Kingdom of Thailand; (March 15, 2007) (SR–Amex–2006–118) (approving
As of July 31, 2017, issuers from the Government of Malaysia; Republic of Hungary; generic listing standards for series of ETFs based on
following emerging market countries Indonesia Republic; Mexico (United Mexican Fixed Income and Combination Indexes).
States); Republic of Peru; Republic of Poland; 15 The Exchange notes, for informational
10 The Index Provider is not a broker-dealer and Republic of South Africa; Brazil (Federative purposes, that, as of November 30, 2017, the largest
is not affiliated with a broker dealer and has Republic and Secretaria Tesouro Nacional); Chile bond in the Index had $32.5 billion outstanding and
implemented procedures designed to prevent the (Republic of Chile and Banco Central de Chile); and the smallest bond in the Index had $762 million
use and dissemination of material, non-public Russian Federation. outstanding. The average size of Index component
information regarding the Index. 12 17 CFR 240.10A–3. Continued

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Federal Register / Vol. 83, No. 12 / Thursday, January 18, 2018 / Notices 2699

Corporation. Moreover, prior to to the benefit of investors and the Commentary .02 to NYSE Arca Rule
commencement of trading, the Exchange marketplace. 5.2–E(j)(3). Moreover, the Fund will
will inform its ETP Holders in an comply with the listing requirements of
C. Self-Regulatory Organization’s
Information Bulletin of the special NYSE Arca Rules 5.2–E(j)(3) and 5.5–
Statement on Comments on the
characteristics and risks associated with E(g)(2) applicable to ICUs on a
Proposed Rule Change Received From
trading the Shares. Trading in Shares of continued basis, and will comply with
Members, Participants, or Others
the Fund will be halted if the circuit all other requirements applicable to
breaker parameters in NYSE Arca Rule No written comments were solicited ICUs.
7.12–E have been reached or because of or received with respect to the proposed The Commission believes that
market conditions or for reasons that, in rule change. waiving the 30-day operative delay is
the view of the Exchange, make trading III. Date of Effectiveness of the consistent with the protection of
the Shares inadvisable. In addition, as Proposed Rule Change and Timing for investors and the public interest.
noted above, investors will have ready Commission Action According to the Exchange, waiver of
access to information regarding the the operative delay would benefit the
Because the foregoing proposed rule market and investors by permitting
Fund’s portfolio, the IIV, the Index
change does not: (i) Significantly affect trading of the Shares prior to the 30-day
value, and quotation and last sale
the protection of investors or the public delayed operative date, thereby
information for the Shares.
interest; (ii) impose any significant enhancing market competition. The
The proposed rule change is designed burden on competition; and (iii) become
to perfect the mechanism of a free and Commission hereby waives the 30-day
operative for 30 days from the date on operative delay and designates the
open market and, in general, to protect which it was filed, or such shorter time
investors and the public interest in that proposal operative upon filing.26
as the Commission may designate, it has At any time within 60 days of the
it will facilitate the listing and trading become effective pursuant to Section filing of the proposed rule change, the
of an additional type of exchange-traded 19(b)(3)(A) of the Act 22 and Rule 19b– Commission summarily may
product that will enhance competition 4(f)(6) thereunder.23 temporarily suspend such rule change if
among market participants, to the A proposed rule change filed it appears to the Commission that such
benefit of investors and the marketplace. pursuant to Rule 19b–4(f)(6) under the action is necessary or appropriate in the
As noted above, the Shares will be Act 24 normally does not become public interest, for the protection of
subject to the existing trading operative for 30 days after the date of its investors, or otherwise in furtherance of
surveillances administered by the filing. However, Rule 19b–4(f)(6)(iii) 25 the purposes of the Act. If the
Exchange and FINRA on behalf of the permits the Commission to designate a Commission takes such action, the
Exchange. The Exchange or FINRA, on shorter time if such action is consistent Commission shall institute proceedings
behalf of the Exchange, or both, will with the protection of investors and the to determine whether the proposed rule
communicate as needed regarding public interest. The Exchange has asked change should be approved or
trading in the Shares and certain futures the Commission to waive the 30-day disapproved.
with other markets and other entities operative delay so that the proposal may
that are members of ISG, and the become operative immediately upon IV. Solicitation of Comments
Exchange, FINRA on behalf of the filing. Interested persons are invited to
Exchange, or both, may obtain trading As discussed above, the Exchange submit written data, views, and
information in the Shares and certain proposes to list and trade the Shares. arguments concerning the foregoing,
futures from such markets and other The Fund will seek to provide including whether the proposed rule
entities. In addition, the Exchange may investment results that closely change is consistent with the Act.
obtain information regarding trading in correspond, before fees and expenses, to Comments may be submitted by any of
the Shares and certain futures from the performance of the Index. The the following methods:
markets and other entities that are Exchange notes that the Index meets all
members of ISG or with which the of the generic listing requirements Electronic Comments
Exchange has in place a comprehensive under Commentary .02 to NYSE Arca • Use the Commission’s internet
surveillance sharing agreement. In Rule 5.2–E(j)(3), except the requirement comment form (http://www.sec.gov/
addition, as noted above, investors will in Commentary .02(a)(5) that the rules/sro.shtml); or
have ready access to information underlying index or portfolio (excluding • Send an email to rule-comments@
regarding the Fund’s holdings, the IIV, one consisting entirely of exempted sec.gov. Please include File Number SR–
and quotation and last sale information securities) include a minimum of 13 NYSEArca–2017–138 on the subject
for the Shares. non-affiliated issuers. Instead, the Index line.
will at all times include a minimum of
B. Self-Regulatory Organization’s 10 non-affiliated issuers that are foreign Paper Comments
Statement on Burden on Competition sovereign government or government • Send paper comments in triplicate
The Exchange does not believe that entities and a minimum of 75 to Secretary, Securities and Exchange
the proposed rule change will impose components, in addition to meeting the Commission, 100 F Street NE,
any burden on competition that is not other listing requirements of Washington, DC 20549–1090.
necessary or appropriate in furtherance All submissions should refer to File
22 15 U.S.C. 78s(b)(3)(A).
of the purposes of the Act. The Number SR–NYSEArca–2017–138. This
23 17 CFR 240.19b–4(f)(6). As required under Rule
Exchange believes that the proposed file number should be included on the
sradovich on DSK3GMQ082PROD with NOTICES

19b–4(f)(6)(iii), the Exchange provided the
rule change will facilitate the listing and Commission with written notice of its intent to file subject line if email is used. To help the
trading of an additional type of the proposed rule change, along with a brief Commission process and review your
exchange-traded fund that principally description and the text of the proposed rule
change, at least five business days prior to the date 26 For purposes only of waiving the 30-day
holds fixed income securities of foreign of filing of the proposed rule change, or such operative delay, the Commission has also
sovereign governments and government shorter time as designated by the Commission. considered the proposed rule’s impact on
entities and that will enhance 24 17 CFR 240.19b–4(f)(6).
efficiency, competition, and capital formation. See
competition among market participants, 25 17 CFR 240.19b–4(f)(6)(iii). 15 U.S.C. 78c(f).

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2700 Federal Register / Vol. 83, No. 12 / Thursday, January 18, 2018 / Notices

comments more efficiently, please use SECURITIES AND EXCHANGE and basis for, the proposed rule change
only one method. The Commission will COMMISSION and discussed any comments it received
post all comments on the Commission’s on the proposed rule change. The text
[Release No. 34–82489; File No. SR–
internet website (http://www.sec.gov/ NYSEAMER–2017–42]
of those statements may be examined at
rules/sro.shtml). Copies of the the places specified in Item IV below.
submission, all subsequent Self-Regulatory Organizations; NYSE The Exchange has prepared summaries,
amendments, all written statements American LLC; Notice of Filing and set forth in sections A, B, and C below,
with respect to the proposed rule Immediate Effectiveness of Proposed of the most significant parts of such
change that are filed with the Change To Modify the NYSE American statements.
Commission, and all written Options Fee Schedule A. Self-Regulatory Organization’s
communications relating to the January 11, 2018. Statement of the Purpose of, and the
proposed rule change between the Pursuant to Section 19(b)(1) 1 of the Statutory Basis for, the Proposed Rule
Commission and any person, other than Securities Exchange Act of 1934 Change
those that may be withheld from the (‘‘Act’’) 2 and Rule 19b–4 thereunder,3 1. Purpose
public in accordance with the notice is hereby given that, on December
provisions of 5 U.S.C. 552, will be 29, 2017, NYSE American LLC The purpose of this filing is to modify
available for website viewing and (‘‘Exchange’’ or ‘‘NYSE American’’) filed portions of the Fee Schedule, as
printing in the Commission’s Public with the Securities and Exchange described below, effective January 1,
Reference Room, 100 F Street NE, Commission (‘‘Commission’’) the 2018.
Washington, DC 20549 on official proposed rule change as described in Market Maker Sliding Scale-Electronic
business days between the hours of Items I, II, and III below, which Items (‘‘Sliding Scale’’)
10:00 a.m. and 3:00 p.m. Copies of the have been prepared by the self-
filing also will be available for regulatory organization. The Section I.C. of the Fee Schedule sets
Commission is publishing this notice to forth the Sliding Scale of transaction
inspection and copying at the principal
solicit comments on the proposed rule fees charged to NYSE American Options
office of the Exchange. All comments
change from interested persons. Marker [sic] Makers (referred to as
received will be posted without change.
Market Makers herein), which fees
Persons submitting comments are I. Self-Regulatory Organization’s decrease upon the Market Maker
cautioned that we do not redact or edit Statement of the Terms of Substance of achieving higher monthly volumes.4
personal identifying information from the Proposed Rule Change Currently, Market Makers that have
comment submissions. You should monthly volume on the Exchange of
The Exchange proposes to modify the
submit only information that you wish NYSE American Options Fee Schedule. 0.15% or less of total Industry Customer
to make available publicly. All The proposed change is available on the Equity and ETF Option Volume are
submissions should refer to File Exchange’s website at www.nyse.com, at charged a base rate of $0.25 per contract
Number SR–NYSEArca–2017–138 and the principal office of the Exchange, and and, these same market participants,
should be submitted on or before at the Commission’s Public Reference upon reaching certain volume
February 8, 2018. Room. thresholds, or Tiers, receive the same
For the Commission, by the Division of per contract reduction for volume in
II. Self-Regulatory Organization’s each respective tier, as set forth in the
Trading and Markets, pursuant to delegated Statement of the Purpose of, and
authority.27 table below. In addition, the Exchange
Statutory Basis for, the Proposed Rule charges a lower per contract base rate (of
Eduardo A. Aleman, Change $0.23) to Market Makers that participate
Assistant Secretary. In its filing with the Commission, the in a Prepayment Program, with lower
[FR Doc. 2018–00721 Filed 1–17–18; 8:45 am] self-regulatory organization included marginal rates applied to volumes in
BILLING CODE 8011–01–P statements concerning the purpose of, successive tiers.

Rate per contract if Monthly
Volume from Posted Volume is
more than .85% of Total Indus-
Market Maker Electronic Monthly Volume as a % of Industry Customer Rate per try Customer Equity and ETF
Tier Equity and Exchange Traded Fund (‘‘ETF’’) Option Volume contract Option Volume or for any NYSE
American Market Maker partici-
pating in a Prepayment Pro-
gram pursuant to Section I.D.

1 ..................... 0.00% to 0.15% ............................................................................................... $0.25 $0.23
2 ..................... >0.15% to 0.60% ............................................................................................. 0.22 0.18
3 ..................... >0.60% to 1.10% ............................................................................................. 0.14 0.08
4 ..................... >1.10% to 1.45% ............................................................................................. 0.10 0.05
5 ..................... >1.45% to 1.80% ............................................................................................. 0.07 0.04
6 ..................... >1.80% ............................................................................................................ 0.05 0.02
sradovich on DSK3GMQ082PROD with NOTICES

27 17
CFR 200.30–3(a)(12). american-options/NYSE_American_Options_Fee_ a Market Makers’ volume transacted Electronically
1 15
U.S.C.78s(b)(1). Schedule.pdf (excluding any volumes attributable as a percentage of total industry Customer equity
2 15 U.S.C. 78a. to Mini Options, QCC trades, CUBE Auctions, and and Exchange Traded Fund (‘‘ETF’’) options
3 17 CFR 240.19b–4.
Strategy Execution Fee Caps, as these transactions volumes (‘‘ADV’’) as reported by the Options
are subject to separate pricing described in Fee Clearing Corporation (the ‘‘OCC’’). See OCC
4 See Fee Schedule, Section I.C., available here,
Schedule Sections I.B., I.F., I.G., and I.J, Monthly Statistics Reports, available here, http://
https://www.nyse.com/publicdocs/nyse/markets/ respectively). The volume thresholds are based on www.theocc.com/webapps/monthly-volume-reports.

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Document Created: 2018-01-18 00:42:44
Document Modified: 2018-01-18 00:42:44
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		83 FR 2695