83 FR 4704 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 2 and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 2, To List and Trade Shares of the Hartford Schroders Tax-Aware Bond ETF Under NYSE Arca Rule 8.600-E

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 22 (February 1, 2018)

Page Range		4704-4707
FR Document		2018-01952

Federal Register, Volume 83 Issue 22 (Thursday, February 1, 2018)

[Federal Register Volume 83, Number 22 (Thursday, February 1, 2018)]
[Notices]
[Pages 4704-4707]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2018-01952]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82592; File No. SR-NYSEArca-2017-99]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Amendment No. 2 and Order Instituting Proceedings To Determine
Whether To Approve or Disapprove a Proposed Rule Change, as Modified by
Amendment No. 2, To List and Trade Shares of the Hartford Schroders
Tax-Aware Bond ETF Under NYSE Arca Rule 8.600-E

January 26, 2018.

I. Introduction

On October 11, 2017, 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 list and trade shares (``Shares'') of the
Hartford Schroders Tax-Aware Bond ETF (``Fund'') under NYSE Arca Rule
8.600-E. The proposed rule change was published for comment in the
Federal Register on October 31, 2017.\3\ On November 21, 2017, the
Exchange filed Amendment No. 1 to the proposed rule change, which
replaced and superseded the proposed rule change as originally filed.
On December 14, 2017, 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 January 18, 2018, the Exchange filed Amendment No. 2 to
the proposed rule change, which replaced and superseded the proposed
rule change as modified by Amendment No. 1.\6\ The Commission is

[[Page 4705]]

publishing this notice and order to solicit comments on the proposed
rule change, as modified by Amendment No. 2, from interested persons
and to institute proceedings pursuant to Section 19(b)(2)(B) of the Act
\7\ to determine whether to approve or disapprove the proposed rule
change, as modified by Amendment No. 2.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 81944 (October 25,
2017), 82 FR 50461.
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 82323, 82 FR 60455
(December 20, 2017). The Commission designated January 29, 2018 as
the date by which the Commission shall either approve or disapprove,
or institute proceedings to determine whether to disapprove, the
proposed rule change.
\6\ In Amendment No. 2, the Exchange: (1) Stated that State
Street Bank and Trust Company will serve as transfer agent and
custodian for the Fund; (2) removed certain conditions on the
definition of the ``fire wall'' between the Sub-Adviser and its
broker-dealer subsidiary; (3) represented that personnel who make
decisions on the Fund's portfolio composition must be subject to
procedures designed to prevent the use and dissemination of
material, non-public information regarding the Fund's portfolio; (4)
clarified that cash and cash equivalents are included in the Fund's
principal investments and specified that for purposes of this
filing, cash equivalents are the short-term instruments enumerated
in Commentary .01(c) to NYSE Arca Rule 8.600-E; (5) provided
additional information regarding the Fund's non-principal
investments; (6) specified that restricted securities are included
in the Fund's non-principal investments; (7) added an explanation
regarding the Manager's belief that the creation and redemption
cutoff time (1:00 p.m. Eastern Time) will not have a material impact
on an authorized participant's arbitrage opportunities with respect
to the Fund; (8) added a statement that the Manager represents that,
to the extent the Trust effects the creation or redemption of Shares
wholly or partially in cash, such transactions will be effected in
the same manner for all authorized participants; (9) specified
additional quantitative information relating to the Shares that will
be included on the Fund's website; (10) supplemented the description
of the availability of information for the Fund's investments; (11)
defined the term ``periods of high cash inflows or outflows'' as
used in this filing; (12) added a statement that the Manager
represents that the fixed income weight of the Fund's portfolio,
other than holdings in Municipal Securities, will meet the generic
listing requirements of Commentary .01(b) to NYSE Arca Rule 8.600-E;
(13) stated that the Manager will be the ``Reporting Authority'' for
purposes of NYSE Arca Rule 8.600-E(d)(2)(B)(ii); and (14) made other
clarifications, corrections, and technical changes. Amendment No. 2
is available at https://www.sec.gov/comments/sr-nysearca-2017-99/nysearca201799-2935844-161848.pdf.
\7\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposal, as Modified by Amendment No. 2 [bds8]
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\8\ For more information regarding the Fund and the Shares, see
Amendment No. 2, supra note 6.
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The Exchange proposes to list and trade Shares of the Fund under
NYSE Arca Rule 8.600-E, which governs the listing and trading of
Managed Fund Shares. The Fund is a series of the Hartford Funds
Exchange-Traded Trust (``Trust''), which is registered with the
Commission as an open-end management investment company.\9\
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\9\ The Trust is registered under the Investment Company Act of
1940 (``1940 Act''). On June 26, 2017, the Trust filed with the
Commission its registration statement on Form N-1A under the
Securities Act of 1933 and under the 1940 Act relating to the Fund
(File Nos. 333-215165 and 811-23222). The Exchange states that the
Commission has issued an order granting certain exemptive relief to
the Trust under the 1940 Act. See Investment Company Act Release No.
32454 (January 27, 2017) (File No. 812-13828-01).
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Hartford Funds Management Company, LLC (``Manager'') will be the
investment manager to the Fund, and Schroder Investment Management
North America Inc. (``Sub-Adviser'') will be the sub-adviser to the
Fund and perform the daily investment of the assets for the Fund.\10\
ALPS Distributors, Inc. will be the principal underwriter to the Fund.
State Street Bank and Trust Company will serve as transfer agent and
custodian for the Fund.
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\10\ According to the Exchange, neither the Manager nor the Sub-
Adviser is registered as a broker-dealer, but each is affiliated
with a broker-dealer. The Exchange states that the Manager and Sub-
Adviser each 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. In addition, personnel who make decisions on the
Fund's portfolio composition must be subject to procedures designed
to prevent the use and dissemination of material, non-public
information regarding the Fund's portfolio. In the event (a) the
Manager or Sub-Adviser becomes registered as a broker-dealer or
newly affiliated with a broker-dealer, or (b) any new adviser or
sub-adviser to the Fund is a registered broker-dealer or becomes
affiliated with a broker-dealer, the applicable adviser or sub-
adviser will implement and maintain a fire wall with respect to its
relevant personnel or broker-dealer affiliate regarding access to
information concerning the composition of and/or changes to the
Fund's portfolio, and will be subject to procedures designed to
prevent the use and dissemination of material, non-public
information regarding such portfolio.
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According to the Exchange, the Fund will seek total return on an
after-tax basis and will seek to achieve its investment objective by
investing in a diversified portfolio of fixed income debt instruments
of varying maturities.\11\
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\11\ In seeking to achieve the Fund's investment objective, the
Sub-Adviser will employ a tax-aware investing strategy that attempts
to realize total return for shareholders, primarily in the form of
current income and price appreciation, by balancing investment
considerations and tax considerations.
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A. Principal Investments

Under normal market conditions,\12\ the Fund will invest
principally (that is, more than 50% of its assets) in the U.S. dollar-
denominated fixed income debt instruments described below, and in cash
and cash equivalents.\13\
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\12\ The term ``normal market conditions'' is defined in NYSE
Arca Rule 8.600-E(c)(5).
\13\ For purposes of this filing, cash equivalents are the
short-term instruments enumerated in Commentary .01(c) to NYSE Arca
Rule 8.600-E.
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The fixed income debt instruments in which the Fund may invest as
part of its principal investment strategy are securities issued or
guaranteed by the U.S. government and its agencies, government-
sponsored enterprise securities, corporate bonds, agency mortgage-
backed securities (including ``to be announced'' or ``TBA''
transactions), agency asset-backed securities (``ABS''), ``Municipal
Securities'' (as described below), sovereign debt, and debt securities
issued by supranational organizations. They may pay fixed, variable, or
floating interest rates.
The Fund may invest in the following Municipal Securities: General
obligation bonds; revenue (or limited obligation) bonds; private
activity (or industrial development) bonds; bonds that are
collateralized with agency and/or treasury securities; municipal notes;
municipal lease obligations; and municipal inverse floaters.

B. Other Investments

While the Fund, under normal market conditions, will invest
principally in the securities and financial instruments described
above, the Fund may invest its remaining assets in the securities and
financial instruments described below.
The Fund may invest in U.S. and foreign non-agency ABS, which are
securities backed by a pool of some underlying asset, including but not
limited to home equity loans, installment sale contracts, credit card
receivables, or other assets.
The Fund may invest in U.S. and foreign non-agency mortgage-related
securities. Mortgage-related securities may be composed of one or more
classes and may be structured either as pass-through securities or
collateralized debt obligations (which include collateralized bond
obligations and collateralized loan obligations).
The Fund may invest in U.S. exchange-traded closed-end funds and
exchange-traded funds (``ETFs'').\14\ The Fund also may invest in non-
exchange-traded securities of other registered investment companies
(i.e., mutual funds).
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\14\ 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 engage actively in transactions in derivatives
(futures, options, swaps, and forward rate agreements) as described
below. The Fund will normally use derivatives to supplement the
effective management of its duration profile, to gain exposure to
particular securities or markets, in connection with hedging
transactions, or for purposes of efficient portfolio management,
including managing cash flows or as part of the Fund's risk management
process.
The Fund may invest in U.S and foreign exchange-traded and over-the
counter (``OTC'') put and call options. The Fund may engage in options
transactions on any security, index, or instrument in which it may
invest.

[[Page 4706]]

The Fund may invest in U.S and foreign exchange-traded and OTC
currency options.
The Fund may invest in U.S. and foreign exchange-traded futures
contracts and options on futures contracts with respect to equity and
debt securities, foreign currencies, aggregates of equity and debt
securities (aggregates are composites of equity or debt securities that
are not tied to a commonly known index), interest rates, indices,
commodities, and other financial instruments.
The Fund may enter into the following U.S exchange-traded, foreign
exchange-traded, and OTC swaps: Commodity swaps; total return swaps;
currency swaps; credit default swaps (``CDS''); CDS index swaps
(``CDX''); asset swaps; inflation swaps; event-linked swaps; interest
rate swaps; swaps on specific securities or indices; and swaps on rates
(such as mortgage prepayment rates). The Fund may invest in U.S.
exchange-traded and OTC municipal derivatives (i.e., municipal credit
default swaps, municipal market data derivatives, rate locks, caps,
collars, and floors). The Fund may also enter into options on swap
agreements (``swaptions'').\15\
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\15\ Options on swaps are traded OTC. In the event that there
are exchange-traded options on swaps, the Fund may invest in these
instruments.
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The Fund may enter into forward rate agreements.
The Fund may invest in inflation-protected debt securities.
The Fund may invest in convertible and nonconvertible preferred
stock traded OTC or on U.S. and non-U.S. exchanges.
The Fund may hold restricted securities, which are securities that
cannot be offered for public resale unless registered under the
applicable securities laws or that have a contractual restriction that
prohibits or limits their resale.\16\
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\16\ Restricted securities include private placement securities
that have not been registered under the applicable securities laws,
such as Rule 144A securities, and securities of U.S. and non-U.S.
issuers that are issued pursuant to Regulation S.
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With respect to any of the Fund's investments, the Fund may invest
in when-issued and delayed delivery securities and forward commitments.

C. Investment Restrictions

The Exchange represents that the Fund's investments will be
consistent with its investment goal and will not be used to provide
multiple returns of a benchmark or to produce leveraged returns.
With respect to the Fund's investments in Municipal Securities,
under normal market conditions, except for periods of high cash inflows
or outflows,\17\ the Fund will satisfy the following criteria:
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\17\ ``Periods of high cash inflows or outflows'' as used in
this filing means rolling periods of seven calendar days during
which inflows or outflows of cash, in the aggregate, exceed 10% of
the Fund's net assets as of the opening of business on the first day
of such periods. During such periods, the Fund may depart from its
principal investment strategies; for example, it may hold a higher
than normal proportion of its assets in cash.
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1. The Fund will have a minimum of 20 non-affiliated issuers;
2. No single Municipal Securities issuer will account for more than
10% of the weight of the Fund's portfolio;
3. No individual bond will account for more than 5% of the weight
of the Fund's portfolio;
4. The Fund will limit its investments in Municipal Securities of
any one state or U.S. territory to 25% of the Fund's total assets,
except that up to and including 40% of the Fund's total assets may be
invested in Municipal Securities of issuers in each of California, New
York, and Texas;
5. The Fund's investments in Municipal Securities will be
diversified among issuers in at least 10 states and U.S. territories;
and
6. The Fund will be diversified among a minimum of five different
sectors of the Municipal Securities market.\18\
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\18\ The Fund's investments in Municipal Securities will include
investments in state and local (e.g., county, city, town) Municipal
Securities relating to such sectors as the following: airports;
bridges and highways; hospitals; housing; jails; mass
transportation; nursing homes; parks; public buildings; recreational
facilities; school facilities; streets; and water and sewer works.
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The Exchange states that pre-refunded bonds will be excluded from
the above limits given that they have a high level of credit quality
and liquidity.\19\
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\19\ The Exchange states that pre-refunded bonds (also known as
refunded or escrow-secured bonds) have a high level of credit
quality and liquidity because the issuer ``pre-refunds'' the bond by
setting aside in advance all or a portion of the amount to be paid
to the bondholders when the bond is called. Generally, an issuer
uses the proceeds from a new bond issue to buy high grade, interest
bearing debt securities, including direct obligations of the U.S.
government, which are then deposited in an irrevocable escrow
account held by a trustee bank to secure all future payments of
principal and interest on the pre-refunded bonds.
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D. Application of Generic Listing Requirements

The Exchange proposes to list and trade the Shares under NYSE Arca
Rule 8.600-E, which includes generic listing requirements for Managed
Fund Shares. According to the Exchange, the Fund's portfolio will not
meet all of the generic listing requirements of Commentary .01 to NYSE
Arca Rule 8.600-E. Commentary .01(b)(1) to NYSE Arca Rule 8.600-E
requires that, on both an initial and continuing basis, components that
in the aggregate account for at least 75% of the fixed income weight of
the portfolio each have a minimum original principal amount outstanding
of $100 million or more. The Exchange states that the Fund would not
meet this requirement, as a result principally of the Fund's
investments in Municipal Securities. The Exchange represents that the
Fund's investments in Municipal Securities would be subject to the
requirements described in Section II.C. above. The Exchange notes that
the Manager represents that the fixed income weight of the Fund's
portfolio, other than holdings in Municipal Securities, will meet the
generic listing requirements of Commentary .01(b). The Exchange also
represents that, other than Commentary .01(b)(1), the Fund's portfolio
will meet all other requirements of NYSE Arca Rule 8.600-E.

III. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEArca-2017-99, as Modified by Amendment No. 2, and Grounds for
Disapproval Under Consideration

The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \20\ to determine whether the proposed rule
change, as modified by Amendment No. 2, should be approved or
disapproved. Institution of such proceedings is appropriate at this
time in view of the legal and policy issues raised by the proposed rule
change. Institution of proceedings does not indicate that the
Commission has reached any conclusions with respect to any of the
issues involved. Rather, as described below, the Commission seeks and
encourages interested persons to provide comments on the proposed rule
change, as modified by Amendment No. 2.
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\20\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\21\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposal's consistency with Section 6(b)(5) of the Act,
which requires, among other things, that the rules of a national
securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade,'' and ``to protect investors and the public
interest.'' \22\ As discussed above, the Exchange notes that, other
than

[[Page 4707]]

Commentary .01(b)(1), the Fund's portfolio will meet all other
requirements of NYSE Arca Rule 8.600-E. The Commission notes that
Commentary .01(a)(1)(E) to NYSE Arca Rule 8.600-E requires that, on
both an initial and continuing basis, the component stocks of the
equity portion of a portfolio that are U.S. Component Stocks (as
described in NYSE Arca Rule 5.2-E(j)(3)) be listed on a national
securities exchange and be NMS Stocks as defined in Rule 600 of
Regulation NMS under the Act.\23\ Commentary .01(a)(2)(E) to NYSE Arca
Rule 8.600-E requires that, on both an initial and continuing basis,
the component stocks of the equity portion of a portfolio that are Non-
U.S. Component Stocks (as described in NYSE Arca Rule 5.2-E(j)(3)) be
listed and traded on an exchange that has last-sale reporting. In the
proposal, the Exchange states that the Fund may invest in non-exchange-
traded securities of other registered investment companies (i.e.,
mutual funds) and OTC convertible and nonconvertible preferred stocks,
but does not explain the application of Commentary .01(a)(1)(E) or
Commentary .01(a)(2)(E) (or both) to these investments, and why these
investments are consistent with the Act. The Commission seeks
commenters' views on these aspects of the proposal, and whether the
Exchange's statements and representations support a determination that
the listing and trading of the Shares would be consistent with Section
6(b)(5) of the Act.
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\21\ Id.
\22\ 15 U.S.C. 78f(b)(5).
\23\ Commentary .01(a)(1)(F) to NYSE Arca Rule 8.600-E provides
that American Depositary Receipts (``ADRs'') in a portfolio may be
exchange-traded or non-exchange-traded, but no more than 10% of the
equity weight of a portfolio may consist of non-exchange-traded
ADRs.
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IV. Procedure: Request for Written Comments

The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposed rule
change, as modified by Amendment No. 2, is consistent with Section
6(b)(5) or any other provision of the Act, or the rules and regulations
thereunder. Although there do not appear to be any issues relevant to
approval or disapproval that would be facilitated by an oral
presentation of views, data, and arguments, the Commission will
consider, pursuant to Rule 19b-4 under the Act,\24\ any request for an
opportunity to make an oral presentation.\25\
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\24\ 17 CFR 240.19b-4.
\25\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Acts Amendments of 1975, Senate Comm.
on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
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Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change, as modified by
Amendment No. 2, should be approved or disapproved by February 22,
2018. Any person who wishes to file a rebuttal to any other person's
submission must file that rebuttal by March 8, 2018.
Comments may be submitted by any of the following methods:

Electronic Comments

Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NYSEArca-2017-99 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-2017-99. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2017-99 and should be submitted
by February 22, 2018. Rebuttal comments should be submitted by March 8,
2018.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
Robert W. Errett,
Deputy Secretary.
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\26\ 17 CFR 200.30-3(a)(12); 17 CFR 200.30-3(a)(57).
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[FR Doc. 2018-01952 Filed 1-31-18; 8:45 am]
BILLING CODE 8011-01-P

4704 Federal Register / Vol. 83, No. 22 / Thursday, February 1, 2018 / Notices

maintain elements that would number should be included on the SECURITIES AND EXCHANGE
unnecessarily increase some Netting subject line if email is used. To help the COMMISSION
Members’ Required Fund Deposits. Commission process and review your
For the reasons stated above, FICC [Release No. 34–82592; File No. SR–
comments more efficiently, please use NYSEArca–2017–99]
believes that any burden on competition only one method. The Commission will
that derives from risk management post all comments on the Commission’s Self-Regulatory Organizations; NYSE
changes is necessary and appropriate in internet website (http://www.sec.gov/ Arca, Inc.; Notice of Filing of
furtherance of FICC’s obligations under rules/sro.shtml). Copies of the Amendment No. 2 and Order Instituting
the Act and Rules 17Ad–22(b)(i) and Proceedings To Determine Whether To
submission, all subsequent
(e)(i), (ii), (iii), (iv) and (v) thereunder.84 Approve or Disapprove a Proposed
amendments, all written statements
(C) Clearing Agency’s Statement on with respect to the proposed rule Rule Change, as Modified by
Comments on the Proposed Rule change that are filed with the Amendment No. 2, To List and Trade
Change Received From Members, Commission, and all written Shares of the Hartford Schroders Tax-
Participants, or Others communications relating to the Aware Bond ETF Under NYSE Arca
Rule 8.600–E
Written comments relating to the proposed rule change between the
proposed rule changes have not been Commission and any person, other than January 26, 2018.
solicited or received. FICC will notify those that may be withheld from the
the Commission of any written I. Introduction
public in accordance with the
comments received by FICC. provisions of 5 U.S.C. 552, will be On October 11, 2017, NYSE Arca, Inc.
available for website viewing and (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed
III. Date of Effectiveness of the with the Securities and Exchange
Proposed Rule Change, and Timing for printing in the Commission’s Public
Reference Room, 100 F Street NE, Commission (‘‘Commission’’), pursuant
Commission Action to Section 19(b)(1) of the Securities
Washington, DC 20549 on official
Within 45 days of the date of Exchange Act of 1934 (‘‘Act’’) 1 and Rule
publication of this notice in the Federal business days between the hours of
19b–4 thereunder,2 a proposed rule
Register or within such longer period 10:00 a.m. and 3:00 p.m. Copies of the change to list and trade shares
up to 90 days (i) as the Commission may filing also will be available for (‘‘Shares’’) of the Hartford Schroders
designate if it finds such longer period inspection and copying at the principal Tax-Aware Bond ETF (‘‘Fund’’) under
to be appropriate and publishes its office of FICC and on DTCC’s website NYSE Arca Rule 8.600–E. The proposed
reasons for so finding or (ii) as to which (http://dtcc.com/legal/sec-rule- rule change was published for comment
the self-regulatory organization filings.aspx). All comments received in the Federal Register on October 31,
consents, the Commission will: will be posted without change. Persons 2017.3 On November 21, 2017, the
(A) By order approve or disapprove submitting comments are cautioned that Exchange filed Amendment No. 1 to the
such proposed rule change, or we do not redact or edit personal proposed rule change, which replaced
(B) institute proceedings to determine identifying information from comment and superseded the proposed rule
whether the proposed rule change submissions. You should submit only change as originally filed. On December
should be disapproved. information that you wish to make 14, 2017, pursuant to Section 19(b)(2) of
The proposal shall not take effect available publicly. the Act,4 the Commission designated a
until all regulatory actions required longer period within which to approve
with respect to the proposal are All submissions should refer to File
the proposed rule change, disapprove
completed. Number SR–FICC–2018–001 and should the proposed rule change, or institute
be submitted on or before February 22, proceedings to determine whether to
IV. Solicitation of Comments 2018. disapprove the proposed rule change.5
Interested persons are invited to On January 18, 2018, the Exchange filed
For the Commission, by the Division of
submit written data, views and Trading and Markets, pursuant to delegated Amendment No. 2 to the proposed rule
arguments concerning the foregoing, authority.85 change, which replaced and superseded
including whether the proposed rule the proposed rule change as modified by
Robert W. Errett,
change is consistent with the Act. Amendment No. 1.6 The Commission is
Comments may be submitted by any of Deputy Secretary.
the following methods: [FR Doc. 2018–01949 Filed 1–31–18; 8:45 am] 1 15 U.S.C. 78s(b)(1).
BILLING CODE 8011–01–P 2 17 CFR 240.19b–4.
Electronic Comments 3 See Securities Exchange Act Release No. 81944
• Use the Commission’s internet (October 25, 2017), 82 FR 50461.
comment form (http://www.sec.gov/ 4 15 U.S.C. 78s(b)(2).

rules/sro.shtml); or 5 See Securities Exchange Act Release No. 82323,

• Send an email to rule-comments@ 82 FR 60455 (December 20, 2017). The Commission
designated January 29, 2018 as the date by which
sec.gov. Please include File Number SR– the Commission shall either approve or disapprove,
FICC–2018–001 on the subject line. or institute proceedings to determine whether to
disapprove, the proposed rule change.
Paper Comments 6 In Amendment No. 2, the Exchange: (1) Stated

• Send paper comments in triplicate that State Street Bank and Trust Company will
serve as transfer agent and custodian for the Fund;
sradovich on DSK3GMQ082PROD with NOTICES

to Secretary, Securities and Exchange
(2) removed certain conditions on the definition of
Commission, 100 F Street NE, the ‘‘fire wall’’ between the Sub-Adviser and its
Washington, DC 20549. broker-dealer subsidiary; (3) represented that
All submissions should refer to File personnel who make decisions on the Fund’s
portfolio composition must be subject to procedures
Number SR–FICC–2018–001. This file designed to prevent the use and dissemination of
material, non-public information regarding the
84 See 17 CFR 240.17Ad–22(b) and (e)(i), (ii), (iii), Fund’s portfolio; (4) clarified that cash and cash
(iv) and (v). 85 17 CFR 200.30–3(a)(12). equivalents are included in the Fund’s principal

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Federal Register / Vol. 83, No. 22 / Thursday, February 1, 2018 / Notices 4707

Commentary .01(b)(1), the Fund’s Rule 19b–4 under the Act,24 any request received will be posted without change.
portfolio will meet all other for an opportunity to make an oral Persons submitting comments are
requirements of NYSE Arca Rule 8.600– presentation.25 cautioned that we do not redact or edit
E. The Commission notes that Interested persons are invited to personal identifying information from
Commentary .01(a)(1)(E) to NYSE Arca submit written data, views, and comment submissions. You should
Rule 8.600–E requires that, on both an arguments regarding whether the submit only information that you wish
initial and continuing basis, the proposed rule change, as modified by to make available publicly. All
component stocks of the equity portion Amendment No. 2, should be approved submissions should refer to File
of a portfolio that are U.S. Component or disapproved by February 22, 2018. Number SR–NYSEArca–2017–99 and
Stocks (as described in NYSE Arca Rule Any person who wishes to file a rebuttal should be submitted by February 22,
5.2–E(j)(3)) be listed on a national to any other person’s submission must 2018. Rebuttal comments should be
securities exchange and be NMS Stocks file that rebuttal by March 8, 2018. submitted by March 8, 2018.
as defined in Rule 600 of Regulation Comments may be submitted by any
For the Commission, by the Division of
NMS under the Act.23 Commentary of the following methods:
Trading and Markets, pursuant to delegated
.01(a)(2)(E) to NYSE Arca Rule 8.600–E Electronic Comments authority.26
requires that, on both an initial and Robert W. Errett,
• Use the Commission’s internet
continuing basis, the component stocks Deputy Secretary.
comment form (http://www.sec.gov/
of the equity portion of a portfolio that
rules/sro.shtml); or [FR Doc. 2018–01952 Filed 1–31–18; 8:45 am]
are Non-U.S. Component Stocks (as • Send an email to rule-comments@ BILLING CODE 8011–01–P
described in NYSE Arca Rule 5.2– sec.gov. Please include File Number SR–
E(j)(3)) be listed and traded on an NYSEArca–2017–99 on the subject line.
exchange that has last-sale reporting. In SECURITIES AND EXCHANGE
the proposal, the Exchange states that Paper Comments COMMISSION
the Fund may invest in non-exchange- • Send paper comments in triplicate
traded securities of other registered to Secretary, Securities and Exchange [Release No. 34–82591; File No. SR–
investment companies (i.e., mutual BatsBZX–2017–54]
Commission, 100 F Street NE,
funds) and OTC convertible and Washington, DC 20549–1090.
nonconvertible preferred stocks, but Self-Regulatory Organizations; Bats
All submissions should refer to File BZX Exchange, Inc.; Notice of Filing of
does not explain the application of Number SR–NYSEArca–2017–99. This
Commentary .01(a)(1)(E) or Commentary Amendment No. 4 and Order
file number should be included on the Approving on an Accelerated Basis a
.01(a)(2)(E) (or both) to these subject line if email is used. To help the
investments, and why these investments Proposed Rule Change, as Modified by
Commission process and review your Amendment No. 4 Thereto, To List and
are consistent with the Act. The comments more efficiently, please use
Commission seeks commenters’ views Trade Shares of the iShares Inflation
only one method. The Commission will Hedged Corporate Bond ETF Under
on these aspects of the proposal, and post all comments on the Commission’s
whether the Exchange’s statements and Rule 14.11(i), Managed Fund Shares
internet website (http://www.sec.gov/
representations support a determination rules/sro.shtml). Copies of the January 26, 2018.
that the listing and trading of the Shares submission, all subsequent
would be consistent with Section 6(b)(5) I. Introduction
amendments, all written statements
of the Act. with respect to the proposed rule On September 7, 2017, Bats BZX
IV. Procedure: Request for Written change that are filed with the Exchange, Inc. (‘‘BZX’’ or ‘‘Exchange’’)
Comments Commission, and all written filed with the Securities and Exchange
communications relating to the Commission (‘‘Commission’’), pursuant
The Commission requests that proposed rule change between the to Section 19(b)(1) of the Securities
interested persons provide written Commission and any person, other than Exchange Act of 1934 (‘‘Act’’) 1 and Rule
submissions of their views, data, and those that may be withheld from the 19b–4 thereunder,2 a proposed rule
arguments with respect to the issues public in accordance with the change to list and trade Shares
identified above, as well as any other provisions of 5 U.S.C. 552, will be (‘‘Shares’’) of the iShares Inflation
concerns they may have with the available for website viewing and Hedged Corporate Bond ETF (‘‘Fund’’)
proposal. In particular, the Commission printing in the Commission’s Public under Exchange Rule 14.11(i)
invites the written views of interested Reference Room, 100 F Street NE, (‘‘Managed Fund Shares’’). The
persons concerning whether the Washington, DC 20549, on official Commission published notice of the
proposed rule change, as modified by business days between the hours of proposed rule change in the Federal
Amendment No. 2, is consistent with 10:00 a.m. and 3:00 p.m. Copies of the Register on September 27, 2017.3 On
Section 6(b)(5) or any other provision of filing also will be available for November 7, 2017, pursuant to Section
the Act, or the rules and regulations inspection and copying at the principal 19(b)(2) of the Act,4 the Commission
thereunder. Although there do not office of the Exchange. All comments designated a longer period within which
appear to be any issues relevant to to approve the proposed rule change,
approval or disapproval that would be 24 17 CFR 240.19b–4. disapprove the proposed rule change, or
facilitated by an oral presentation of 25 Section 19(b)(2) of the Act, as amended by the institute proceedings to determine
views, data, and arguments, the Securities Acts Amendments of 1975, Public Law whether to disapprove the proposed
sradovich on DSK3GMQ082PROD with NOTICES

Commission will consider, pursuant to 94–29 (June 4, 1975), grants the Commission
flexibility to determine what type of proceeding— 26 17 CFR 200.30–3(a)(12); 17 CFR 200.30–
either oral or notice and opportunity for written
23 Commentary 3(a)(57).
.01(a)(1)(F) to NYSE Arca Rule comments—is appropriate for consideration of a 1 15 U.S.C. 78s(b)(1).
8.600–E provides that American Depositary particular proposal by a self-regulatory
2 17 CFR 240.19b–4.
Receipts (‘‘ADRs’’) in a portfolio may be exchange- organization. See Securities Acts Amendments of
3 See Securities Exchange Act Release No. 81671
traded or non-exchange-traded, but no more than 1975, Senate Comm. on Banking, Housing & Urban
10% of the equity weight of a portfolio may consist Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 (September 21, 2017), 82 FR 45103.
of non-exchange-traded ADRs. (1975). 4 15 U.S.C. 78s(b)(2).

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Document Created: 2018-10-26 13:46:01
Document Modified: 2018-10-26 13:46:01

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 4704