83 FR 46228 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 1 and Order Approving on an Accelerated Basis a Proposed Rule Change, as Modified by Amendment No. 1, Relating to the Continued Listing Criteria Applicable to the Shares of the iShares California AMT Free Muni Bond ETF and iShares New York AMT-Free Muni Bond ETF
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 177 (September 12, 2018)
Federal Register Volume 83, Issue 177 (September 12, 2018)
| Page Range | 46228-46230 | |
| FR Document | 2018-19772 |
[Federal Register Volume 83, Number 177 (Wednesday, September 12, 2018)] [Notices] [Pages 46228-46230] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-19772] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-84049; File No. SR-NYSEArca-2018-38] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 1 and Order Approving on an Accelerated Basis a Proposed Rule Change, as Modified by Amendment No. 1, Relating to the Continued Listing Criteria Applicable to the Shares of the iShares California AMT Free Muni Bond ETF and iShares New York AMT-Free Muni Bond ETF September 6, 2018. I. Introduction On May 21, 2018, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') filed with the Securities and Exchange Commission (``Commission''), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to modify the continued listing criteria applicable to the shares (``Shares'') of the iShares California [[Page 46229]] AMT-Free Muni Bond ETF (``CA Fund'') and iShares New York AMT-Free Muni Bond ETF (``NY Fund'' and, together with the CA Fund, ``Funds''). The proposed rule change was published for comment in the Federal Register on June 11, 2018.\3\ On July 24, 2018, pursuant to Section 19(b)(2) of the Act,\4\ the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.\5\ On September 5, 2018, the Exchange filed Amendment No. 1 to the proposed rule change,\6\ which superseded the proposed rule change as originally filed. The Commission received no comment letters on the proposed rule change. The Commission is publishing this notice to solicit comments on Amendment No. 1 from interested persons, and is approving the proposed rule change, as modified by Amendment No. 1, on an accelerated basis. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ See Securities Exchange Act Release No. 83381 (June 5, 2018), 83 FR 27042 (``Notice''). \4\ 15 U.S.C. 78s(b)(2). \5\ See Securities Exchange Act Release No. 83694, 83 FR 36641 (July 30, 2018). The Commission designated September 9, 2018, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change. \6\ In Amendment No. 1, the Exchange (1) eliminated an issuer concentration requirement from the proposed continued listing criteria applicable to the Shares, (2) deleted the condition that would have required a change to the index methodology before the proposed continued listing criteria would apply, (3) modified its justification as to why the proposed rule change is consistent with the Act, and (4) made other technical changes. Amendment No. 1 is available on the Commission's website at: https://www.sec.gov/comments/sr-nysearca-2018-38/srnysearca201838-4307304-173215.pdf. --------------------------------------------------------------------------- II. Description of the Proposed Rule Change \7\ --------------------------------------------------------------------------- \7\ Additional information regarding the Shares, Funds, and their underlying indexes is available in Amendment No. 1, supra note 6. --------------------------------------------------------------------------- Blackrock Fund Advisors (``Adviser'') is the investment adviser for the Funds. Under normal market conditions, the CA Fund invests at least 90% of its assets in the component securities of the S&P California AMT-Free Muni Bond Index (``CA Index''), which measures the performance of the investment-grade segment of the California municipal bond market.\8\ Similarly, under normal market conditions, the NY Fund invests at least 90% of its assets in the component securities of the S&P New York AMT-Free Muni Bond Index (``NY Index'' and, together with CA Index, ``Indexes''), which measures the performance of the investment-grade segment of the New York municipal bond market.\9\ --------------------------------------------------------------------------- \8\ With respect to the remaining 10% of its assets, the CA Fund may invest in short-term debt instruments issued by state governments, municipalities or local authorities, cash, exchange- traded U.S. Treasury futures, and municipal money market funds, as well as municipal bond securities not included in the CA Index, but which the Adviser believes will help the CA Fund track the CA Index. \9\ With respect to the remaining 10% of its assets, the NY Fund may invest in short-term debt instruments issued by state governments, municipalities or local authorities, cash, exchange- traded U.S. Treasury futures, and municipal money market funds, as well as municipal bond securities not included in the NY Index, but which the Adviser believes will help the NY Fund track the NY Index. --------------------------------------------------------------------------- Currently, the Exchange lists and trades the Shares under NYSE Arca Rule 5.2-E(j)(3), which governs the listing and trading of Investment Company Units, and pursuant to an order approving the Exchange's proposal to list and trade the Shares.\10\ The representations made by the Exchange in support of that proposed rule change constitute continued listing requirements for the Shares.\11\ The Exchange, with this filing, now proposes to amend the continued listing requirements applicable to the Shares. --------------------------------------------------------------------------- \10\ See Securities Exchange Act Release No. 82295 (December 12, 2017), 82 FR 60056 (December 18, 2017) (File No. SR-NYSEArca-2017- 56) (``Listing Approval Order''). \11\ See NYSE Arca Rule 5.2-E(j)(3). --------------------------------------------------------------------------- Currently, for the Exchange to list and trade shares of the CA Fund, each bond in the CA Index must: (1) Be a constituent of an offering where the original offering amount of the constituent bonds in the aggregate was at least $100 million; (2) have a total minimum par amount of $25 million; and (3) maintain a total minimum par amount greater than or equal to $25 million as of the next rebalancing date. Further, the CA Index must include at least 500 component securities. The Exchange proposes to amend the continued listing requirements for the shares of the CA Fund such that: (1) At least 90% of the weight of the CA Index must consist of securities that have an outstanding par value of at least $15 million and were issued as part of a transaction of at least $100 million; and (2) the CA Index must contain at least 500 component securities. Currently, for the Exchange to list and trade shares of the NY Fund, each bond in the NY Index must: (1) Be a constituent of an offering where the original offering amount of the constituent bonds in the aggregate was at least $100 million; (2) have a minimum total par amount of $25 million; and (3) maintain a minimum total par amount greater than or equal to $25 million as of the next rebalancing date. Further, the NY Index must include at least 500 component securities. The Exchange proposes to amend the continued listing requirements for the shares of the NY Fund such that: (1) At least 90% of the weight of the NY Index must consist of securities that have an outstanding par value of at least $5 million and were issued as part of a transaction of at least $20 million; and (2) the NY Index must contain at least 500 component securities. The Exchange represents that, except for Commentary .02(a)(2) to NYSE Arca Rule 5.2-E(j)(3), the CA Index and NY Index each will continue to satisfy all of the requirements under NYSE Arca Rule 5.2- E(j)(3).\12\ --------------------------------------------------------------------------- \12\ See Amendment No. 1, supra note 6. --------------------------------------------------------------------------- III. Discussion and Commission Findings After careful review, the Commission finds that the proposed rule change, as modified by Amendment No. 1, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange.\13\ In particular, the Commission finds that the proposal is consistent with Section 6(b)(5) of the Act,\14\ which requires, among other things, that the rules of a national securities exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. The proposed minimum outstanding par value and transaction size requirements for constituents of the Indexes are consistent with those approved by the Commission for similar products.\15\ Moreover, there is no change to the current continued listing criterion that each Index includes at least 500 component securities. Further, the Exchange represents that the CA Index and NY Index each will continue to satisfy all of the requirements under NYSE Arca Rule 5.2-E(j)(3) except for Commentary .02(a)(2) to NYSE Arca [[Page 46230]] Rule 5.2-E(j)(3).\16\ The Commission notes that the Exchange proposes no other changes to the Funds. Accordingly, the Commission believes that the proposed continued listing requirements are adequately designed to help deter manipulation of the Shares. --------------------------------------------------------------------------- \13\ In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). \14\ 15 U.S.C. 78f(b)(5). \15\ See Listing Approval Order, supra note 10 (approving the listing and trading of shares of the VanEck Vectors--AMT-Free Long Municipal Index and VanEck Vectors--High Yield Municipal Index ETFs, among other funds). \16\ See supra note 12 and accompanying text. --------------------------------------------------------------------------- For the foregoing reasons, the Commission finds that the proposed rule change, as modified by Amendment No. 1, is consistent with Sections 6(b)(5) and 11A of the Act and the rules and regulations thereunder applicable to a national securities exchange. IV. Solicitation of Comments on Amendment No. 1 Interested persons are invited to submit written data, views, and arguments concerning Amendment No. 1. 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 rule-comments@sec.gov. Please include File Number SR-NYSEArca-2018-38 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-2018-38. 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 this 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 Number SR-NYSEArca-2018-38 and should be submitted on or before October 3, 2018. V. Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1 The Commission finds good cause to approve the proposed rule change, as modified by Amendment No. 1, prior to the 30th day after the date of publication of notice of Amendment No. 1 in the Federal Register. Amendment No. 1 supplements the proposal by, among other things, eliminating an issuer concentration requirement from the proposed continued listing criteria applicable to the Shares and deleting the condition that would require a change to the index methodology before the proposed continued listing criteria would apply. The changes and additional information in Amendment No. 1 raise no novel issues and assist the Commission in finding that the proposal is consistent with the Act. Accordingly, the Commission finds good cause, pursuant to Section 19(b)(2) of the Exchange Act,\17\ to approve the proposed rule change, as modified by Amendment No. 1, on an accelerated basis. --------------------------------------------------------------------------- \17\ 15 U.S.C. 78s(b)(2). --------------------------------------------------------------------------- VI. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,\18\ that the proposed rule change (SR-NYSEArca-2018-38), as modified by Amendment No. 1 thereto, be, and hereby is, approved on an accelerated basis. --------------------------------------------------------------------------- \18\ 15 U.S.C. 78f(b)(2). \19\ 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\19\ Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-19772 Filed 9-11-18; 8:45 am] BILLING CODE 8011-01-P
![46228 Federal Register / Vol. 83, No. 177 / Wednesday, September 12, 2018 / Notices
investors with a broader choice of where there are adequate safeguards for investors and will insure that applicants
shareholder services. Applicants assert the investor and state that the same do not unfairly discriminate against any
that the proposed closed-end policy considerations support holders of the class of securities to be
investment company multiple class imposition of EWCs in the interval fund purchased. Finally, applicants state that
structure does not raise the concerns context. In addition, applicants state the Funds’ imposition of asset-based
underlying section 18 of the Act to any that EWCs may be necessary for the distribution and/or service fees is
greater degree than open-end distributor to recover distribution costs. consistent with the provisions, policies
investment companies’ multiple class Applicants represent that any EWC and purposes of the Act and does not
structures that are permitted by rule imposed by the Funds will comply with involve participation on a basis different
18f–3 under the Act. Applicants state rule 6c–10 under the Act as if the rule from or less advantageous than that of
that each Fund will comply with the were applicable to closed-end other participants.
provisions of rule 18f–3 as if it were an investment companies. The Funds will
open-end investment company. disclose EWCs in accordance with the Applicants’ Condition
requirements of Form N–1A concerning Applicants agree that any order
Early Withdrawal Charges granting the requested relief will be
CDSLs.
1. Section 23(c) of the Act provides, subject to the following condition:
in relevant part, that no registered Asset-Based Distribution and/or Service Each Fund relying on the order will
closed-end investment company shall Fees comply with the provisions of rules 6c–
purchase securities of which it is the 1. Section 17(d) of the Act and rule 10, 12b–1, 17d–3, 18f–3, 22d–1, and,
issuer, except: (a) On a securities 17d–1 under the Act prohibit an where applicable, 11a–3 under the Act,
exchange or other open market; (b) affiliated person of a registered as amended from time to time, as if
pursuant to tenders, after reasonable investment company, or an affiliated those rules applied to closed-end
opportunity to submit tenders given to person of such person, acting as management investment companies,
all holders of securities of the class to principal, from participating in or and will comply with the FINRA Sales
be purchased; or (c) under other effecting any transaction in connection Charge Rule, as amended from time to
circumstances as the Commission may with any joint enterprise or joint time, as if that rule applied to all closed-
permit by rules and regulations or arrangement in which the investment end management investment
orders for the protection of investors. company participates unless the companies.
2. Rule 23c–3 under the Act permits Commission issues an order permitting For the Commission, by the Division of
an ‘‘interval fund’’ to make repurchase the transaction. In reviewing Investment Management, under delegated
offers of between five and twenty-five applications submitted under section authority.
percent of its outstanding shares at net 17(d) and rule 17d–1, the Commission Eduardo A. Aleman,
asset value at periodic intervals considers whether the participation of Assistant Secretary.
pursuant to a fundamental policy of the the investment company in a joint
[FR Doc. 2018–19765 Filed 9–11–18; 8:45 am]
interval fund. Rule 23c–3(b)(1) under enterprise or joint arrangement is
BILLING CODE 8011–01–P
the Act permits an interval fund to consistent with the provisions, policies
deduct from repurchase proceeds only a and purposes of the Act, and the extent
repurchase fee, not to exceed two to which the participation is on a basis SECURITIES AND EXCHANGE
percent of the proceeds, that is paid to different from or less advantageous than COMMISSION
the interval fund and is reasonably that of other participants.
intended to compensate the fund for 2. Rule 17d–3 under the Act provides [Release No. 34–84049; File No. SR–
expenses directly related to the an exemption from section 17(d) and NYSEArca–2018–38]
repurchase. rule 17d–1 to permit open-end
3. Section 23(c)(3) provides that the investment companies to enter into Self-Regulatory Organizations; NYSE
Commission may issue an order that distribution arrangements pursuant to Arca, Inc.; Notice of Filing of
would permit a closed-end investment rule 12b–1 under the Act. Applicants Amendment No. 1 and Order
company to repurchase its shares in request an order under section 17(d) and Approving on an Accelerated Basis a
circumstances in which the repurchase rule 17d–1 under the Act to the extent Proposed Rule Change, as Modified by
is made in a manner or on a basis that necessary to permit the Fund to impose Amendment No. 1, Relating to the
does not unfairly discriminate against asset-based distribution and/or service Continued Listing Criteria Applicable
any holders of the class or classes of fees. Applicants have agreed to comply to the Shares of the iShares California
securities to be purchased. with rules 12b–1 and 17d–3 as if those AMT Free Muni Bond ETF and iShares
4. Applicants request relief under rules applied to closed-end investment New York AMT-Free Muni Bond ETF
section 6(c), discussed above, and companies, which they believe will September 6, 2018.
section 23(c)(3) from rule 23c–3 to the resolve any concerns that might arise in
extent necessary for the Funds to connection with a Fund financing the I. Introduction
impose EWCs on shares of the Funds distribution of its shares through asset- On May 21, 2018, NYSE Arca, Inc.
submitted for repurchase that have been based distribution fees. (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed
held for less than a specified period. 3. For the reasons stated above, with the Securities and Exchange
5. Applicants state that the EWCs they applicants submit that the exemptions Commission (‘‘Commission’’), pursuant
intend to impose are functionally requested under section 6(c) are to Section 19(b)(1) of the Securities
similar to CDSLs imposed by open-end necessary and appropriate in the public Exchange Act of 1934 (‘‘Act’’) 1 and Rule
daltland on DSKBBV9HB2PROD with NOTICES
investment companies under rule 6c–10 interest and are consistent with the 19b–4 thereunder,2 a proposed rule
under the Act. Rule 6c–10 permits open- protection of investors and the purposes change to modify the continued listing
end investment companies to impose fairly intended by the policy and criteria applicable to the shares
CDSLs, subject to certain conditions. provisions of the Act. Applicants further (‘‘Shares’’) of the iShares California
Applicants note that rule 6c–10 is submit that the relief requested
grounded in policy considerations pursuant to section 23(c)(3) will be 1 15 U.S.C. 78s(b)(1).
supporting the employment of CDSLs consistent with the protection of 2 17 CFR 240.19b–4.
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![46230 Federal Register / Vol. 83, No. 177 / Wednesday, September 12, 2018 / Notices
Rule 5.2–E(j)(3).16 The Commission Persons submitting comments are SECURITIES AND EXCHANGE
notes that the Exchange proposes no cautioned that we do not redact or edit COMMISSION
other changes to the Funds. personal identifying information from
[Release No. 34–84045; File No. SR–CBOE–
Accordingly, the Commission believes comment submissions. You should 2018–062]
that the proposed continued listing submit only information that you wish
requirements are adequately designed to to make available publicly. All Self-Regulatory Organizations; Cboe
help deter manipulation of the Shares. submissions should refer to File Exchange, Inc.; Notice of Filing of a
For the foregoing reasons, the Number SR–NYSEArca–2018–38 and Proposed Rule Change To Amend Rule
Commission finds that the proposed 6.2, Interpretation and Policy .01
should be submitted on or before
rule change, as modified by Amendment Concerning Strategy Orders
October 3, 2018.
No. 1, is consistent with Sections 6(b)(5)
and 11A of the Act and the rules and V. Accelerated Approval of Proposed September 6, 2018.
regulations thereunder applicable to a Rule Change, as Modified by Pursuant to Section 19(b)(1) of the
national securities exchange. Amendment No. 1 Securities Exchange Act of 1934
IV. Solicitation of Comments on (‘‘Act’’),1 and Rule 19b–4 thereunder,2
The Commission finds good cause to notice is hereby given that on August
Amendment No. 1
approve the proposed rule change, as 24, 2018, Cboe Exchange, Inc.
Interested persons are invited to modified by Amendment No. 1, prior to (‘‘Exchange’’ or ‘‘Cboe Options’’) filed
submit written data, views, and the 30th day after the date of with the Securities and Exchange
arguments concerning Amendment No. publication of notice of Amendment No. Commission (‘‘Commission’’) the
1. Comments may be submitted by any 1 in the Federal Register. Amendment proposed rule change as described in
of the following methods: No. 1 supplements the proposal by, Items I, II, and III below, which Items
Electronic Comments among other things, eliminating an have been prepared by the Exchange.
issuer concentration requirement from The Commission is publishing this
• Use the Commission’s internet
the proposed continued listing criteria notice to solicit comments on the
comment form (http://www.sec.gov/
applicable to the Shares and deleting proposed rule change from interested
rules/sro.shtml); or
• Send an email to rule-comments@ the condition that would require a persons.
sec.gov. Please include File Number SR– change to the index methodology before I. Self-Regulatory Organization’s
NYSEArca–2018–38 on the subject line. the proposed continued listing criteria Statement of the Terms of Substance of
would apply. The changes and the Proposed Rule Change
Paper Comments
additional information in Amendment
• Send paper comments in triplicate Cboe Options proposes a rule change
No. 1 raise no novel issues and assist
to Secretary, Securities and Exchange to amend and clarify the definition of a
the Commission in finding that the strategy order, clarify other definitions
Commission, 100 F Street NE, proposal is consistent with the Act.
Washington, DC 20549–1090. related to the modified HOSS
Accordingly, the Commission finds procedure, and permit the entry of
All submissions should refer to File good cause, pursuant to Section 19(b)(2)
Number SR–NYSEArca–2018–38. This orders that offset imbalances after the
of the Exchange Act,17 to approve the strategy order cut-off time.
file number should be included on the proposed rule change, as modified by
subject line if email is used. To help the (additions are italicized; deletions are
Amendment No. 1, on an accelerated [bracketed])
Commission process and review your
basis.
comments more efficiently, please use * * * * *
only one method. The Commission will VI. Conclusion
Rules of Cboe Exchange, Inc.
post all comments on the Commission’s
internet website (http://www.sec.gov/ It is therefore ordered, pursuant to * * * * *
rules/sro.shtml). Copies of the Section 19(b)(2) of the Act,18 that the
proposed rule change (SR–NYSEArca– Rule 6.2. Hybrid Opening (and
submission, all subsequent Sometimes Closing) System (‘‘HOSS’’)
amendments, all written statements 2018–38), as modified by Amendment
with respect to the proposed rule No. 1 thereto, be, and hereby is, (a)–(h) No change.
change that are filed with the approved on an accelerated basis. . . . Interpretations and Policies:
Commission, and all written For the Commission, by the Division of .01 Modified Opening Procedure
communications relating to the Trading and Markets, pursuant to delegated for Series Used to Calculate the
proposed rule change between the authority.19 Exercise[/] or Final Settlement Value[s]
Commission and any person, other than of Expiring Volatility Index[es]
Eduardo A. Aleman,
those that may be withheld from the Derivatives.
public in accordance with the Assistant Secretary.
(a) Definitions. For purposes of this
provisions of 5 U.S.C. 552, will be [FR Doc. 2018–19772 Filed 9–11–18; 8:45 am]
Interpretation and Policy .01, the
available for website viewing and BILLING CODE 8011–01–P following terms have the meanings
printing in the Commission’s Public below:
Reference Room, 100 F Street NE,
Washington, DC 20549, on official Volatility Index Derivatives
business days between the hours of The term ‘‘volatility index
daltland on DSKBBV9HB2PROD with NOTICES
10:00 a.m. and 3:00 p.m. Copies of this derivatives’’ means volatility index
filing will also be available for options listed for trading on the
inspection and copying at the principal Exchange (as determined under Rule
office of the Exchange. All comments 24.9(a)(5) and (6)), (security) futures
received will be posted without change. 17 15 U.S.C. 78s(b)(2).
18 15 U.S.C. 78f(b)(2). 1 15 U.S.C. 78s(b)(1).
16 See supra note 12 and accompanying text. 19 17 CFR 200.30–3(a)(12). 2 17 CFR 240.19b–4.
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Document Created: 2018-09-12 02:06:18
Document Modified: 2018-09-12 02:06:18
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 83 FR 46228 |
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