83 FR 32164 - Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend BZX Rule 14.13, Company Listing Fees
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 133 (July 11, 2018)
Federal Register Volume 83, Issue 133 (July 11, 2018)
| Page Range | 32164-32167 | |
| FR Document | 2018-14789 |
[Federal Register Volume 83, Number 133 (Wednesday, July 11, 2018)] [Notices] [Pages 32164-32167] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-14789] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-83597; File No. SR-CboeBZX-2018-046] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend BZX Rule 14.13, Company Listing Fees July 5, 2018. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on June 21, 2018, Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I, II and III below, which Items have been prepared by the Exchange. The Exchange has designated the proposed rule change as one establishing or changing a member due, fee, or other charge imposed by the Exchange under Section 19(b)(3)(A)(ii) of the Act \3\ and Rule 19b-4(f)(2) thereunder,\4\ which renders the proposed rule change 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)(ii). \4\ 17 CFR 240.19b-4(f)(2). --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange filed a proposal to amend the fees applicable to securities listed on the Exchange, which are set forth in BZX Rule 14.13. The text of the proposed rule change is available at the Exchange's website at www.markets.cboe.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant parts of such statements. (A) Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose On August 30, 2011, the Exchange received approval of rules applicable to the qualification, listing, and delisting of companies on the Exchange,\5\ which it modified on February 8, 2012 in order to adopt pricing for the listing of exchange traded products (``ETPs'') \6\ on the Exchange.\7\ On July 3, 2017, the Exchange made certain changes to Rule 14.13 such that there were no entry fees or annual fees for ETPs listed on the Exchange.\8\ The Exchange is proposing to amend Rule 14.13 in order to charge an entry fee for ETPs that are not Generically-Listed ETPs, as defined below and to add annual listing fees for ETPs listed on the Exchange. --------------------------------------------------------------------------- \5\ See Securities Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 (September 6, 2011) (SR-BATS-2011-018). \6\ As defined in Rule 11.8(e)(1)(A), the term ``ETP'' means any security listed pursuant to Exchange Rule 14.11. \7\ See Securities Exchange Act Release No. 66422 (February 17, 2012), 77 FR 11179 (February 24, 2012) (SR-BATS-2012-010). \8\ See Securities Exchange Act Release No. 81152 (July 14, 2017), 82 FR 33525 (July 20, 2017) (SR-BatsBZX-2017-45). --------------------------------------------------------------------------- [[Page 32165]] Entry Fee The Exchange is proposing that a Company that submits an application to list any ETP, which term includes all securities set forth in Rule 14.11, shall be required to pay an entry fee \9\ as follows: --------------------------------------------------------------------------- \9\ The Exchange notes that the proposed entry fee is substantively identical to those charged by NYSE Arca, Inc. (``Arca''). See Securities Exchange Act Release No. 81796 (October 2, 2017), 82 FR 46865 (October 6, 2017) (SR-NYSEArca-2017-105). --------------------------------------------------------------------------- (i) All ETPs, with the exception of Index Fund Shares, Portfolio Depositary Receipts, Managed Fund Shares, and Currency Trust Shares that are listed on the Exchange pursuant to Rule 19b-4(e) under the Exchange Act and for which a proposed rule change pursuant to Section 19(b) of the Exchange Act is not required to be filed with the Commission (collectively, ``Generically-Listed ETPs''), shall pay an entry fee of $7,500. Each issuer will be subject to an aggregate maximum entry fee of $22,500 per calendar year. (ii) There is no entry fee for Generically-Listed ETPs. Annual Fees The Exchange is proposing to establish annual fees for listing on the Exchange, largely based on the consolidated average daily volume (``CADV'') of an ETP. The Exchange is also providing certain exceptions to such CADV-based annual fees for Legacy Listings, New Listings, and Auction Fee Listings, each defined below. Specifically, the Exchange is proposing that where an ETP was listed on the Exchange prior to January 1, 2019 (a ``Legacy Listing''), such ETP will have an annual listing fee of $4,000. Where an ETP first lists on the Exchange or has been listed for fewer than three calendar months on the ETP's first trading day of the year (a ``New Listing''),\10\ and is not a series of Linked Securities listed pursuant to Rule 14.11(d), such ETP will have an annual listing fee of $4,500. Where an ETP is a New Listing and is a series of Linked Securities listed pursuant to Rule 14.11(d), such ETP will have an annual listing fee of $10,000. Where the average daily auction volume combined between the opening and closing auctions on the Exchange across all of an issuer's ETPs listed on the Exchange exceeds 500,000 shares (an ``Auction Fee Listing''), there is no annual listing fee for any of the issuer's ETPs listed on the Exchange. --------------------------------------------------------------------------- \10\ Upon initial listing on the Exchange, the annual listing fee applicable to New Listings will be prorated based on the number of trading days remaining in the calendar year. --------------------------------------------------------------------------- Where an ETP is not a Legacy Listing, a New Listing, an Auction Fee Listing, or a series of Linked Securities listed pursuant to Rule 14.11(d), such ETP will have an annual listing fee as follows based on the CADV of the ETP in the fourth quarter of the preceding calendar year: ------------------------------------------------------------------------ Annual listing CADV Range fee ------------------------------------------------------------------------ 0-10,000 shares......................................... $7,000 10,001-100,000 shares................................... 6,000 100,001-1,000,000 shares................................ 5,500 Greater than 1,000,000 shares........................... 5,000 ------------------------------------------------------------------------ Where an ETP is not a Legacy Listing, a New Listing, or an Auction Fee Listing, but is a series of Linked Securities listed pursuant to Rule 14.11(d), such ETP will have an annual listing fee as follows based on the consolidated average daily volume (``CADV'') in the fourth quarter of the preceding calendar year: ------------------------------------------------------------------------ Annual listing CADV Range fee ------------------------------------------------------------------------ 0-10,000 shares......................................... $15,000 10,001-100,000 shares................................... 14,000 100,001-1,000,000 shares................................ 13,000 Greater than 1,000,000 shares........................... 12,000 ------------------------------------------------------------------------ Implementation Date The Exchange proposes to implement these amendments to its fee schedule on January 1, 2019. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder that are applicable to a national securities exchange, and, in particular, with the requirements of Section 6 of the Act.\11\ Specifically, the Exchange believes that the proposed rule change is consistent with Section 6(b)(4) and 6(b)(5) of the Act,\12\ in that it provides for the equitable allocation of reasonable dues, fees and other charges among issuers and it does not unfairly discriminate between customers, issuers, brokers or dealers. --------------------------------------------------------------------------- \11\ 15 U.S.C. 78f. \12\ 15 U.S.C. 78f(b)(4) and (5). --------------------------------------------------------------------------- The Exchange believes that the proposed amendment to Rule 14.13(b)(1)(C) to implement an entry fee for ETPs listed on the Exchange that are not Generically-Listed ETPs is a reasonable, fair and equitable, and not unfairly discriminatory allocation of fees and other charges because it would apply equally for all issuers and all ETPs. The Exchange believes that charging such entry fee is reasonable given the additional resources required by the Exchange in connection with ETPs requiring a proposed rule change pursuant to Section 19(b), specifically the significant additional time and extensive legal and business resources required by Exchange staff to prepare and review such filings and to communicate with issuers and the Commission regarding such filings. As noted above, this proposed change is also substantively identical to fees charged by Arca.\13\ --------------------------------------------------------------------------- \13\ See Securities Exchange Act Release No. 81796 (October 2, 2017), 82 FR 46865 (October 6, 2017) (SR-NYSEArca-2017-105). --------------------------------------------------------------------------- The Exchange believes that the proposed amendment to the annual listing fees in Rule 14.13(b)(2)(C) to charge issuers listed on the Exchange based on the CADV of the applicable ETPs is a reasonable, fair and equitable, and not unfairly discriminatory allocation of fees and other charges because it would create a distribution of fees and other charges applicable to all issuers that generally reflect the additional revenue that an ETP listed on the Exchange creates for the Exchange through executions occurring in the auctions and additional shares executed on the Exchange. Listing exchanges generally receive an outsized portion of intraday trading activity and receive all auction volume for ETPs listed on the exchange. The higher the CADV for an ETP, the greater the likely income the Exchange will receive based on outsized intraday trading activity and auction volume for such ETP. As such, the Exchange is proposing lower annual listing fees for ETPs listed on the Exchange as their CADV increases. This structure is designed to reward the issuer of an ETP for such additional revenue brought to the Exchange as CADV increases, which the Exchange believes creates a more equitable and appropriate fee structure for issuers based on the revenue and expenses associated with listing ETPs on the Exchange. With this in mind, the Exchange believes that that it is reasonable, fair and equitable, and not unfairly discriminatory allocation of fees and other charges to charge lower fees for ETPs with a higher CADV. Further, the Exchange believes that charging different fees for Linked Securities and other ETPs is reasonable because there is generally less auction volume for Linked Securities than for other ETPs, meaning that an exchange can generally expect less revenue from a Linked Security with the same CADV [[Page 32166]] as another ETP. The CADV structure proposed is designed to reward the issuer of an ETP for providing the Exchange with additional revenue as CADV increases, so it is logically consistent to charge higher fees to Linked Securities for which the Exchange does not expect as much revenue. The proposed annual listing fees for Linked Securities would, however, still reward the issuer of a series of Linked Securities for the additional revenue brought to the Exchange as the CADV of the Linked Securities increases, which the Exchange believes creates a more equitable and appropriate fee structure for issuers based on the revenue and expenses associated with listing ETPs on the Exchange. The Exchange believes that it is a reasonable, fair and equitable, and not unfairly discriminatory allocation of fees and other charges to offer lower annual listing fees to Legacy Listings because it will incentivize issuers to transfer ETPs to the Exchange in advance of January 1, 2019 in order to receive a lower long term listing fee while simultaneously providing reduced fees to those ETPs that have been listed on the Exchange at a time when the Exchange was not charging listing fees. The Exchange believes that this proposed change is not unfairly discriminatory because it is available to all issuers and, because any ETP that is listed on the Exchange prior to January 1, 2019 will qualify as a Legacy Listing, issuers have plenty of time to coordinate transferring ETPs to the Exchange and still receiving such pricing.\14\ --------------------------------------------------------------------------- \14\ The Exchange notes that there is precedent for offering listing fees that are dependent on when the listing occurs. For example, Investors Exchange, LLC (``IEX'') offers credits of at least $250,000 that are paid out over up to five years to corporate issuers that announce a transfer of their listing to IEX within 120 days of the first listing on IEX. See Securities Exchange Act Release No. 81725 (September 26, 2017), 82 FR 45917 (October 2, 2017) (SR-IEX-2017-30). --------------------------------------------------------------------------- The Exchange also believes that it is a reasonable, fair and equitable, and not unfairly discriminatory allocation of fees and other charges to offer lower annual listing fees to New Listings because the Exchange believes that offering such lower pricing to ETPs that are either just beginning their listing on the Exchange or have been listed on the Exchange for fewer than three months on January 1 of a given year will help to incentivize issuers to bring new ETPs to market. Further, such ETPs have not had any meaningful amount of time to increase CADV and potentially reduce the applicable annual listing fees. As such, the Exchange believes that it is reasonable, fair and equitable, and not unfairly discriminatory allocation of fees and other charges to offer lower annual listing fees to New Listings. The Exchange also believes that it is a reasonable, fair and equitable, and not unfairly discriminatory allocation of fees and other charges to not charge an annual listing fee to Auction Fee Listings because, similar to determining annual listing fees based on CADV, it would create a distribution of fees and other charges applicable to all issuers that generally reflect the additional revenue that such ETPs create for the Exchange through auction volume. As noted above, listing exchanges generally receive an outsized portion of intraday trading activity and receive all auction volume for ETPs listed on the exchange. The higher the auction volume of ETPs listed on the Exchange, the greater the income the Exchange will receive through the daily opening and closing auctions. As such, the Exchange is proposing to eliminate annual listing fees for ETPs from an issuer for which the average daily auction volume combined between the opening and closing auctions on the Exchange across all of that issuer's ETPs listed on the Exchange exceeds 500,000 shares. This structure is designed to reward the issuer of an ETP for such additional revenue that the Exchange will receive from the auctions, which the Exchange believes creates a more equitable and appropriate fee structure for issuers based on the revenue and expenses associated with listing ETPs on the Exchange. Finally, the Exchange also believes that such a fee structure will also incentivize issuers to transfer products with greater auction volume, which are thus more profitable, to the Exchange. As such, the Exchange believes that that it is reasonable, fair and equitable, and not unfairly discriminatory allocation of fees and other charges to charge lower fees for Auction Fee Listings. (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 not necessary or appropriate in furtherance of the purposes of the Act. With respect to the proposed new pricing for the listing of ETPs, the Exchange does not believe that the changes burden competition, but instead, enhance competition, as it is intended to increase the revenue of the Exchange's listing program in order to better compete. Further, such proposed changes are directly related to the amount of revenue that the Exchange receives from ETPs listed on the Exchange. As such, the proposal is a competitive proposal designed to enhance pricing competition among listing venues and implement pricing for listings that better reflects the revenue and expenses associated with listing ETPs on the Exchange. The Exchange does not believe the proposed amendments would burden intramarket competition as they would be available to all issuers uniformly. (C) Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from Members or other interested parties. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act \15\ and Rule 19b-4(f)(2) thereunder.\16\ 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 should be approved or disapproved. --------------------------------------------------------------------------- \15\ 15 U.S.C. 78s(b)(3)(A). \16\ 17 CFR 240.19b-4(f). --------------------------------------------------------------------------- IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposal is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File No. SR-CboeBZX-2018-046 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. [[Page 32167]] All submissions should refer to File No. SR-CboeBZX-2018-046. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission's Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing will also 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 No. SR-CboeBZX-2018-046 and should be submitted on or before August 1, 2018. 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. 2018-14789 Filed 7-10-18; 8:45 am] BILLING CODE 8011-01-P
![32164 Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices
(C) Self-Regulatory Organization’s provisions of 5 U.S.C. 552, will be solicit comments on the proposed rule
Statement on Comments on the available for website viewing and change from interested persons.
Proposed Rule Change Received From printing in the Commission’s Public
Members, Participants or Others Reference Room, 100 F Street NE, I. Self-Regulatory Organization’s
Washington, DC 20549, on official Statement of the Terms of Substance of
The Exchange has neither solicited the Proposed Rule Change
nor received written comments on the business days between the hours of
proposed rule change. 10:00 a.m. and 3:00 p.m. Copies of the The Exchange filed a proposal to
filing will also be available for amend the fees applicable to securities
III. Date of Effectiveness of the inspection and copying at the principal listed on the Exchange, which are set
Proposed Rule Change and Timing for office of the Exchange. All comments forth in BZX Rule 14.13.
Commission Action received will be posted without change.
Persons submitting comments are The text of the proposed rule change
Within 45 days of the date of is available at the Exchange’s website at
publication of this notice in the Federal cautioned that we do not redact or edit
personal identifying information from www.markets.cboe.com, at the principal
Register or within such longer period office of the Exchange, and at the
up to 90 days (i) as the Commission may comment submissions. You should
submit only information that you wish Commission’s Public Reference Room.
designate if it finds such longer period
to be appropriate and publishes its to make available publicly. All II. Self-Regulatory Organization’s
reasons for so finding or (ii) as to which submissions should refer to File Statement of the Purpose of, and
the self-regulatory organization Number SR–CboeBZX–2018–047 and Statutory Basis for, the Proposed Rule
consents, the Commission will: should be submitted on or before Change
(A) By order approve or disapprove August 1, 2018.
such proposed rule change, or For the Commission, by the Division of In its filing with the Commission, the
(B) institute proceedings to determine Trading and Markets, pursuant to delegated Exchange included statements
whether the proposed rule change authority.9 concerning the purpose of and basis for
should be disapproved. Eduardo A. Aleman, the proposed rule change and discussed
Assistant Secretary. any comments it received on the
IV. Solicitation of Comments proposed rule change. The text of these
[FR Doc. 2018–14788 Filed 7–10–18; 8:45 am]
Interested persons are invited to BILLING CODE 8011–01–P
statements may be examined at the
submit written data, views and places specified in Item IV below. The
arguments concerning the foregoing, Exchange has prepared summaries, set
including whether the proposed rule SECURITIES AND EXCHANGE forth in Sections A, B, and C below, of
change is consistent with the Act. COMMISSION the most significant parts of such
Comments may be submitted by any of statements.
the following methods: [Release No. 34–83597; File No. SR–
CboeBZX–2018–046] (A) Self-Regulatory Organization’s
Electronic Comments Statement of the Purpose of, and
• Use the Commission’s internet Self-Regulatory Organizations; Cboe Statutory Basis for, the Proposed Rule
comment form (http://www.sec.gov/ BZX Exchange, Inc.; Notice of Filing Change
rules/sro.shtml); or and Immediate Effectiveness of a
1. Purpose
• Send an email to rule-comments@ Proposed Rule Change To Amend BZX
sec.gov. Please include File Number SR– Rule 14.13, Company Listing Fees On August 30, 2011, the Exchange
CboeBZX–2018–047 on the subject line. July 5, 2018.
received approval of rules applicable to
the qualification, listing, and delisting
Paper Comments Pursuant to Section 19(b)(1) of the
of companies on the Exchange,5 which
Securities Exchange Act of 1934 (the
• Send paper comments in triplicate it modified on February 8, 2012 in order
‘‘Act’’),1 and Rule 19b–4 thereunder,2
to Secretary, Securities and Exchange to adopt pricing for the listing of
notice is hereby given that on June 21,
Commission, 100 F Street NE, exchange traded products (‘‘ETPs’’) 6 on
2018, Cboe BZX Exchange, Inc. (the
Washington, DC 20549–1090. the Exchange.7 On July 3, 2017, the
‘‘Exchange’’ or ‘‘BZX’’) filed with the
All submissions should refer to File Exchange made certain changes to Rule
Securities and Exchange Commission
Number SR–CboeBZX–2018–047. This 14.13 such that there were no entry fees
(‘‘Commission’’) the proposed rule
file number should be included on the or annual fees for ETPs listed on the
change as described in Items I, II and III
subject line if email is used. To help the Exchange.8 The Exchange is proposing
below, which Items have been prepared
Commission process and review your to amend Rule 14.13 in order to charge
by the Exchange. The Exchange has
comments more efficiently, please use an entry fee for ETPs that are not
designated the proposed rule change as
only one method. The Commission will Generically-Listed ETPs, as defined
one establishing or changing a member
post all comments on the Commission’s below and to add annual listing fees for
due, fee, or other charge imposed by the
internet website (http://www.sec.gov/ ETPs listed on the Exchange.
Exchange under Section 19(b)(3)(A)(ii)
rules/sro.shtml). Copies of the of the Act 3 and Rule 19b–4(f)(2)
submission, all subsequent thereunder,4 which renders the
5 See Securities Exchange Act Release No. 65225
amendments, all written statements (August 30, 2011), 76 FR 55148 (September 6, 2011)
proposed rule change effective upon (SR–BATS–2011–018).
with respect to the proposed rule filing with the Commission. The
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6 As defined in Rule 11.8(e)(1)(A), the term ‘‘ETP’’
change that are filed with the Commission is publishing this notice to means any security listed pursuant to Exchange
Commission, and all written Rule 14.11.
communications relating to the 9 17 CFR 200.30–3(a)(12).
7 See Securities Exchange Act Release No. 66422
proposed rule change between the (February 17, 2012), 77 FR 11179 (February 24,
1 15 U.S.C. 78s(b)(1). 2012) (SR–BATS–2012–010).
Commission and any person, other than 2 17 CFR 240.19b–4. 8 See Securities Exchange Act Release No. 81152
those that may be withheld from the 3 15 U.S.C. 78s(b)(3)(A)(ii).
(July 14, 2017), 82 FR 33525 (July 20, 2017) (SR–
public in accordance with the 4 17 CFR 240.19b–4(f)(2). BatsBZX–2017–45).
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![Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices 32167
All submissions should refer to File No. sections 6(c) and 17(b) of the Act for an Washington, DC 20549–1090;
SR–CboeBZX–2018–046. This file exemption from sections 17(a)(1) and Applicants, 4500 Main Street, Kansas
number should be included on the 17(a)(2) of the Act, and under section City, MO 64111.
subject line if email is used. To help the 12(d)(1)(J) for an exemption from FOR FURTHER INFORMATION CONTACT:
Commission process and review your sections 12(d)(1)(A) and 12(d)(1)(B) of Jessica Shin, Attorney-Adviser, at (202)
comments more efficiently, please use the Act. The requested order would 551–3685, or Andrea Ottomanelli
only one method. The Commission will permit (a) index-based series of certain Magovern, Branch Chief, at (202) 551–
post all comments on the Commission’s open-end management investment 6821 (Division of Investment
internet website (http://www.sec.gov/ companies (‘‘Funds’’) to issue shares Management, Chief Counsel’s Office).
rules/sro.shtml). Copies of the redeemable in large aggregations only
SUPPLEMENTARY INFORMATION: The
submission, all subsequent (‘‘Creation Units’’); (b) secondary market
following is a summary of the
amendments, all written statements transactions in Fund shares to occur at
application. The complete application
with respect to the proposed rule negotiated market prices rather than at
may be obtained via the Commission’s
change that are filed with the net asset value (‘‘NAV’’); (c) certain
website by searching for the file
Commission, and all written Funds to pay redemption proceeds,
number, or for an applicant using the
communications relating to the under certain circumstances, more than
proposed rule change between the seven days after the tender of shares for Company name box, at http://
Commission and any person, other than redemption; (d) certain affiliated www.sec.gov/search/search.htm or by
those that may be withheld from the persons of a Fund to deposit securities calling (202) 551–8090.
public in accordance with the into, and receive securities from, the Summary of the Application
provisions of 5 U.S.C. 552, will be Fund in connection with the purchase
1. Applicants request an order that
available for website viewing and and redemption of Creation Units; (e)
would allow Funds to operate as index
printing in the Commission’s Public certain registered management
exchange traded funds (‘‘ETFs’’).1 Fund
Reference Room, 100 F Street NE, investment companies and unit
shares will be purchased and redeemed
Washington, DC 20549, on official investment trusts outside of the same
at their NAV in Creation Units only. All
business days between the hours of group of investment companies as the
10:00 a.m. and 3:00 p.m. Copies of such Funds (‘‘Funds of Funds’’) to acquire orders to purchase Creation Units and
filing will also be available for shares of the Funds; and (f) certain all redemption requests will be placed
inspection and copying at the principal Funds (‘‘Feeder Funds’’) to create and by or through an ‘‘Authorized
office of the Exchange. All comments redeem Creation Units in-kind in a Participant,’’ which will have signed a
received will be posted without change. master-feeder structure. participant agreement with the
Persons submitting comments are Distributor. Shares will be listed and
APPLICANTS: DMS ETF Trust I and DMS
cautioned that we do not redact or edit traded individually on a national
ETF Trust II (each a ‘‘Trust’’ and
personal identifying information from securities exchange, where share prices
collectively, the ‘‘Trusts’’), each a
comment submissions. You should will be based on the current bid/offer
Delaware statutory trust registered
submit only information that you wish market. Certain Funds may operate as
under the Act as an open-end
to make available publicly. All Feeder Funds in a master-feeder
management investment company with
submissions should refer to File No. structure. Any order granting the
multiple series, and DMS ETF Solutions
SR–CboeBZX–2018–046 and should be requested relief would be subject to the
LLC (‘‘Initial Adviser’’), a limited
submitted on or before August 1, 2018. terms and conditions stated in the
liability company that will be registered
application (‘‘Application’’).
For the Commission, by the Division of as an investment adviser under the
2. Each Fund will hold investment
Trading and Markets, pursuant to delegated Investment Advisers Act of 1940.
authority.17 positions selected to correspond
FILING DATES: The application was filed generally to the performance of an
Eduardo A. Aleman, on March 12, 2018. Underlying Index. In the case of Self-
Assistant Secretary. HEARING OR NOTIFICATION OF HEARING: An Indexing Funds, an affiliated person, as
[FR Doc. 2018–14789 Filed 7–10–18; 8:45 am] order granting the requested relief will defined in section 2(a)(3) of the Act
BILLING CODE 8011–01–P be issued unless the Commission orders (‘‘Affiliated Person’’), or an affiliated
a hearing. Interested persons may person of an Affiliated Person (‘‘Second-
request a hearing by writing to the Tier Affiliate’’), of the Trust or a Fund,
SECURITIES AND EXCHANGE Commission’s Secretary and serving of the Adviser, of any sub-adviser to or
COMMISSION applicants with a copy of the request,
[Investment Company Act Release No. personally or by mail. Hearing requests 1 Applicants request that the order apply to the
33148; 812–14886] should be received by the Commission initial series of the Trusts identified and described
by 5:30 p.m. on July 31, 2018, and in Appendix A to the Application and any
DMS ETF Trust I, et al. additional series of either Trust, and any other
should be accompanied by proof of existing or future open-end management investment
July 6, 2018.
service on applicants, in the form of an company or series thereof (each, included in the
AGENCY: Securities and Exchange affidavit, or for lawyers, a certificate of term ‘‘Funds’’), that will operate as ETFs, and their
service. Pursuant to rule 0–5 under the respective existing or future Master Funds, and
Commission (‘‘Commission’’). track a specified index comprised of domestic and/
Act, hearing requests should state the or foreign equity securities and/or domestic and/or
ACTION: Notice.
nature of the writer’s interest, any facts foreign fixed income securities (each, an
Notice of an application for an order bearing upon the desirability of a ‘‘Underlying Index’’). Any Fund will (a) be advised
daltland on DSKBBV9HB2PROD with NOTICES
hearing on the matter, the reason for the by the Initial Adviser or an entity controlling,
under section 6(c) of the Investment controlled by, or under common control with the
Company Act of 1940 (the ‘‘Act’’) for an request, and the issues contested. Initial Adviser (each of the foregoing and any
exemption from sections 2(a)(32), Persons who wish to be notified of a successor thereto, an ‘‘Adviser’’) and (b) comply
5(a)(1), 22(d), and 22(e) of the Act and hearing may request notification by with the terms and conditions of the Application.
writing to the Commission’s Secretary. For purposes of the requested Order, a ‘‘successor’’
rule 22c–1 under the Act, under is limited to an entity or entities that result from
ADDRESSES: Secretary, Securities and a reorganization into another jurisdiction or a
17 17 CFR 200.30–3(a)(12). Exchange Commission, 100 F Street NE, change in the type of business organization.
VerDate Sep<11>2014 16:26 Jul 10, 2018 Jkt 244001 PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 E:\FR\FM\11JYN1.SGM 11JYN1](https://thefederalregister.org/doc/83_FR_32297/page/4.svg)
Document Created: 2018-07-10 23:54:14
Document Modified: 2018-07-10 23:54:14
| 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 32164 |
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