83_FR_49627 83 FR 49437 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To Amend NYSE Arca Rule 5.2-E(j)(6) Relating to Equity Index-Linked Securities Listing Standards Set Forth in NYSE Arca Rule 5.2-E(j)(6)(B)(I)

83 FR 49437 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To Amend NYSE Arca Rule 5.2-E(j)(6) Relating to Equity Index-Linked Securities Listing Standards Set Forth in NYSE Arca Rule 5.2-E(j)(6)(B)(I)

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 190 (October 1, 2018)

Page Range49437-49440
FR Document2018-21234

Federal Register, Volume 83 Issue 190 (Monday, October 1, 2018)
[Federal Register Volume 83, Number 190 (Monday, October 1, 2018)]
[Notices]
[Pages 49437-49440]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-21234]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84279; File No. SR-NYSEARCA-2018-67]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To Amend NYSE Arca Rule 5.2-E(j)(6) Relating to 
Equity Index-Linked Securities Listing Standards Set Forth in NYSE Arca 
Rule 5.2-E(j)(6)(B)(I)

September 25, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on September 10, 2018, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend NYSE Arca Rule 5.2-E(j)(6) relating 
to Equity Index-Linked Securities listing standards set forth in NYSE 
Arca Rule 5.2-E(j)(6)(B)(I). The proposed change is available on the 
Exchange's website at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    NYSE Arca Rule 5.2-E(j)(6) relates to listing and trading of Equity 
Index-Linked Securities, Commodity-Linked Securities, Currency-Linked 
Securities, Fixed Income Index-Linked Securities, Futures-Linked 
Securities and Multifactor Index-Linked Securities (collectively, 
``Index-Linked Securities''). These securities are frequently referred 
to as ``Exchange-Traded Notes'' or ``ETNs.'' NYSE Arca Rule 5.2-
E(j)(6)(B)(I) sets forth listing standards applicable to Equity Index-
Linked Securities.\4\
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    \4\ Equity Index-Linked Securities are securities that provide 
for the payment at maturity based on the performance of an 
underlying index or indexes of equity securities, securities of 
closed-end management investment companies registered under the 
Investment Company Act of 1940 (``1940 Act'') and/or Investment 
Company Units (as described in NYSE Arca Rule 5.2-E(j)(3)).
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    The Exchange proposes to amend NYSE Arca Rule 5.2-E (j)(6)(B)(I) 
relating to criteria applicable to components of an index underlying an 
issue of Equity Index-Linked Securities, as described below.\5\
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    \5\ Rule 5.2-E(j)(6)(B)(I)(1)(b)(v) provides that all component 
securities shall be either:
    (A) Securities (other than foreign country securities and 
American Depository Receipts (``ADRs'')) that are (x) issued by a 
1934 Act reporting company or by an investment company registered 
under the 1940 Act, which in each case is listed on a national 
securities exchange, and (y) an ``NMS stock'' (as defined in Rule 
600 of SEC Regulation NMS); or
    (B) Foreign country securities or ADRs, provided that foreign 
country securities or foreign country securities underlying ADRs 
having their primary trading market outside the United States on 
foreign trading markets that are not members of the Intermarket 
Surveillance Group (``ISG'') or parties to comprehensive 
surveillance sharing agreements with the Exchange will not in the 
aggregate represent more than 50% of the dollar weight of the index, 
and provided further that:
    (i) the securities of any one such market do not represent more 
than 20% of the dollar weight of the index, and
    (ii) the securities of any two such markets do not represent 
more than 33% of the dollar weight of the index.
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    The Exchange proposes to amend NYSE Arca Rule 5.2-
E(j)(6)(B)(I)(1)(b)(v) to provide that all component securities of an 
index underlying an issue of Equity Index-Linked Securities shall be 
either (1) U.S. Component Stocks (as described in Rule 5.2-E(j)(3)) \6\ 
that are listed on a national securities exchange and are NMS Stocks as 
defined in Rule 600 of Regulation NMS under the Exchange Act; \7\ or 
(2) Non-U.S. Component Stocks (as described in Rule 5.2-E(j)(3)) \8\ 
that are listed and traded on an exchange that has last-sale 
reporting.\9\ The proposed amendment, therefore, would delete from Rule 
5.2-E (j)(6)(B)(I)(1)(b)(v) the requirement that foreign country 
securities or foreign country securities underlying ADRs in an index 
satisfy requirements that a specified percentage of the dollar weight 
of the index have primary trading markets that are members of ISG or 
primary trading markets that are parties to comprehensive surveillance 
sharing agreements with the Exchange.
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    \6\ Rule 5.2-E(j)(3) provides that the term ``US Component 
Stock'' shall mean an equity security that is registered under 
Sections 12(b) or 12(g) of the Securities Exchange Act of 1934 or an 
American Depositary Receipt, the underlying equity security of which 
is registered under Sections 12(b) or 12(g) of the Securities 
Exchange Act of 1934.
    \7\ The term ``Exchange Act'' is defined in Rule 1.1(q) to mean 
the Securities Exchange Act of 1934, as amended.
    \8\ Rule 5.2-E(j)(3) provides that the term ``Non-US Component 
Stock'' shall mean an equity security that is not registered under 
Sections 12(b) or 12(g) of the Securities Exchange Act of 1934 and 
that is issued by an entity that (a) is not organized, domiciled or 
incorporated in the United States, and (b) is an operating company 
(including Real Estate Investment Trusts (REITS) and income trusts, 
but excluding investment trusts, unit trusts, mutual funds, and 
derivatives).
    \9\ The text of proposed NYSE Arca Rule 5.2-
E(j)(6)(B)(I)(1)(b)(v)(1) is comparable to the requirement for US 
Component Stocks in Commentary .01(a)(A)(5) to NYSE Arca Rule 5.2-
E(j)(3). The text of proposed NYSE Arca Rule 5.2-
E(j)(6)(B)(I)(1)(b)(v)(2) is comparable to the requirement for Non-
US Component Stocks in Commentary .01(a)(B)(5) to NYSE Arca Rule 
5.2-E(j)(3).
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    The proposed amendment would eliminate a requirement for Equity 
Index-Linked Securities that is not applicable to Investment Company 
Units and Managed Fund Shares with respect to Non-U.S. Component Stock 
index components or holdings of Non-U.S. Component Stocks. The 
amendment, therefore, would afford greater flexibility to ETN issuers 
to list securities that include foreign stocks and to better compete 
with issuers of Investment Company Units and Managed Fund Shares, which 
are not subject to this requirement.
    The Exchange also proposes to amend NYSE Arca Rule 5.2-
E(j)(6)(B)(I)(1)(a) by increasing the required minimum number of 
components in an index underlying Equity Index-Linked Securities that 
includes Non-U.S. Component Stocks.\10\ The Exchange

[[Page 49438]]

proposes that an underlying index consisting only of U.S. Component 
Stocks (as described in Rule 5.2-E(j)(3)) that are listed on a national 
securities exchange and are NMS Stocks as defined in Rule 600 of 
Regulation NMS under the Exchange Act is required to have at least ten 
(10) component securities; and an underlying index consisting of (a) 
only Non-U.S. Component Stocks (as described in Rule 5.2-E(j)(3)), or 
(b) both U.S. Component Stocks and Non-U.S. Component Stocks, is 
required to have at least twenty (20) component securities.
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    \10\ NYSE Arca Rule 5.2-E(j)(6)(B)(I)(1)(a) provides that each 
underlying index is required to have at least ten (10) component 
securities; provided, however, that there shall be no minimum number 
of component securities if one or more issues of Derivative 
Securities Products (i.e., Investment Company Units (as described in 
Rule 5.2-E(j)(3)) and securities described in Section 2 of Rule 8) 
or Index-Linked Securities (as described in Rule 5.2-E(j)(6)), 
constitute, at least in part, component securities underlying an 
issue of Equity Index-Linked Securities.
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    The Exchange believes the amendments are appropriate and in the 
public interest in that Equity Index-Linked Securities would continue 
to be subject to numerical criteria for index components underlying 
Equity Index-Linked Securities that are comparable in significant 
respects to the criteria for U.S. Component Stocks and Non-U.S. 
Component Stocks in Commentary .01 to NYSE Arca Rule 5.2-E(j)(3) for 
Investment Company Units and Commentary .01(a) to NYSE Arca Rule 8.600-
E for Managed Fund Shares.\11\
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    \11\ Commentary .01 to NYSE Arca Rule 5.2-E(j)(3) and Commentary 
.01(a) to NYSE Arca Rule 8.600-E provide generic initial and 
continued listing criteria applicable to an equity index or 
portfolio underlying Investment Company Units and Managed Fund 
Shares, respectively.
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    For example, Rule 5.2-E(j)(6)(B)(I)(1)(b)(ii) provides that 
component stocks that in the aggregate account for at least 90% of the 
weight of the index each shall have a minimum global monthly trading 
volume of 1,000,000 shares, or minimum global notional volume traded 
per month of $25,000,000, averaged over the last six months.\12\ In 
comparison, Commentary .01(a)(B)(2) to Rule 5.2-E(j)(3) applicable to 
an international or global index or portfolio provides that component 
stocks (excluding Derivative Securities Products) that in the aggregate 
account for at least 70% of the US and Non-US Component Stocks portions 
of the weight of the index or portfolio (excluding such Derivative 
Securities Products) each shall have a minimum global monthly trading 
volume of 250,000 shares, or minimum global notional volume traded per 
month of $25,000,000, averaged over the last six months.\13\
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    \12\ Rule 5.2-E(j)(6)(B)(I)(1)(b)(ii) excludes Derivative 
Securities Products and Index-Linked Securities from these 
provisions.
    \13\ Commentary .01(a)(2) (B) to Rule 8.600-E provides that Non-
U.S. Component Stocks each shall have a minimum global monthly 
trading volume of 250,000 shares, or minimum global notional volume 
traded per month of $25,000,000, averaged over the last six months.
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    In addition, Rule 5.2-E(j)(6)(B)(I)(1)(b)(iii) provides that no 
underlying component security will represent more than 25% of the 
dollar weight of the index, and, to the extent applicable, the five 
highest dollar weighted component securities in the index do not in the 
aggregate account for more than 50% of the dollar weight of the index 
(60% for an index consisting of fewer than 25 component 
securities).\14\ In comparison, Commentary .01(a)(B)(3) to Rule 5.2-
E(j)(3) provides that the most heavily weighted component stock 
(excluding Derivative Securities Products) shall not exceed 25% of the 
combined US and Non-US Component Stocks portions of the weight of the 
index or portfolio, and, to the extent applicable, the five most 
heavily weighted component stocks (excluding Derivative Securities 
Products) shall not exceed 60% of the combined US and Non-US Component 
Stocks portions of the weight of the index or portfolio.\15\
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    \14\ Rule 5.2-E(j)(6)(B)(I)(1)(b)(iii) excludes Derivative 
Securities Products and Index-Linked Securities from these 
provisions.
    \15\ See also Commentary .01(a)(2)(C) to NYSE Arca Rule 8.600-E, 
which provides that the most heavily weighted Non-U.S. Component 
stock shall not exceed 25% of the equity weight of the portfolio, 
and, to the extent applicable, the five most heavily weighted Non-
U.S. Component Stocks shall not exceed 60% of the equity weight of 
the portfolio.
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    With respect to the proposed amendment to NYSE Arca Rule 5.2-
E(j)(6)(B)(I)(1)(a), an increase in the required minimum number of 
components in an index that includes Non-U.S. Component Stocks is 
comparable to the requirement applicable to equity indexes underlying 
series of Investment Company Units listed under Commentary .01 to NYSE 
Arca Rule 5.2-E(j)(3), and would provide for greater diversification 
among index components.\16\
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    \16\ See Commentary .01(a)(B)(4) to NYSE Arca Rule 5.2-E(j)(3). 
See also Commentary .01(a)(2)(D) to NYSE Arca Rule 8.600-E, which 
provides that, where the equity portion of the portfolio includes 
Non-U.S. Component Stocks, the equity portion of the portfolio shall 
include a minimum of 20 component stocks; provided, however, that 
there shall be no minimum number of component stocks if (i) one or 
more series of Derivative Securities Products or Index-Linked 
Securities constitute, at least in part, components underlying a 
series of Managed Fund Shares, or (ii) one or more series of 
Derivative Securities Products or Index-Linked Securities account 
for 100% of the equity weight of the portfolio of a series of 
Managed Fund Shares.
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    The Exchange notes that, in originally approving the generic 
listing criteria in Commentary .01(a)(B) to NYSE Arca Rule 5.2-E(j)(3) 
applicable to indexes that include only non-U.S. Component Stocks or 
both U.S. and Non-U.S. Component Stocks in an index or portfolio 
underlying a series of Investment Company Units, the Commission stated 
that ``[t]hese requirements are designed, among other things, to 
require that components of an index or portfolio underlying the ETF are 
adequately capitalized and sufficiently liquid, and that no one 
security dominates the index.'' \17\ In addition, in approving the 
Exchange's generic rules relating to listing of Index-Linked 
Securities, the Commission found that the rules' requirements should 
help ensure that index components of the applicable reference asset are 
adequately capitalized, sufficiently liquid, and diversified, and that 
these requirements should significantly minimize the potential for 
manipulation.\18\
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    \17\ See Securities Exchange Act Release No. 55621 (April 12, 
2007), 72 FR 19571 (April 18, 2007) (SR-NYSEArca-2006-86) (Notice of 
Filing of Proposed Rule Change and Amendments No. 1, 2, 3, and 4 
Thereto and Order Granting Accelerated Approval of the Proposed Rule 
Change as Modified by Amendments No. 2 and 4 Thereto Adopting 
Generic Listing Standards for Exchange-Traded Funds Based on 
International or Global Indexes or Indexes Described in Exchange 
Rules Previously Approved by the Commission as Underlying Benchmarks 
for Derivative Securities). See also Securities Exchange Act Release 
Nos. 54739 (November 9, 2006), 71 FR 61811 (October 19, 2006) (SR-
Amex-2006-78) (Order Granting Accelerated Approval to Proposed Rule 
Change and Amendment No. 1 Thereto and Notice of Filing and Order 
Granting Accelerated Approval to Amendment No. 2 Thereto Relating to 
Generic Listing Standards for Series of Portfolio Depositary 
Receipts and Index Fund Shares Based on International or Global 
Indexes); 55113 (January 17, 2007), 72 FR 3179 (January 24, 2007) 
(SR-NYSE-2006-101) (Notice of Filing and Order Granting Accelerated 
Approval of a Proposed Rule Change as Modified by Amendments No. 1 
and 2 Thereto Adopting Generic Listing Standards for Exchange-Traded 
Funds Based on International or Global Indexes or Indexes Previously 
Approved by the Commission as Underlying Benchmarks for Derivative 
Securities).
    \18\ See, e.g., Securities Exchange Act Release No. 52204 
(August 3, 2005) 70 FR 46559 (August 10, 2005) (SR-PCX-2005-63) 
(Notice of Filing and Order Granting Accelerated Approval of 
Proposed Rule Change Relating to the Adoption of Generic Listing 
Standards for Index-Linked Securities), in which the Commission 
stated that ``PCX's proposed listing criteria include minimum market 
capitalization, monthly trading volume, and relative weighting 
requirements for the Index Securities. These requirements are 
designed to ensure that the trading markets for index components 
underlying Index Securities are adequately capitalized and 
sufficiently liquid, and that no one stock dominates the index. The 
Commission believes that these requirements should significantly 
minimize the potential for manipulation.''
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    In addition to the above-referenced weighting and trading volume 
criteria, Rule 5.2-E(j)(6)(B)(I)(1)(b)(iv) provides that 90% of the 
index's numerical value and at least 80% of the total number of

[[Page 49439]]

component securities will meet the then current criteria for 
standardized option trading set forth in NYSE Arca Rule 5.3-O.\19\ An 
index is not subject to this requirement if (a) no underlying component 
security represents more than 10% of the dollar weight of the index and 
(b) the index has a minimum of 20 components.\20\
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    \19\ NYSE Arca Rule 5.3-O sets forth the criteria to be met by 
underlying securities with respect to which put or call option 
contracts are approved for listing and trading on the Exchange.
    \20\ Rule 5.2-E(j)(6)(B)(I)(1)(b)(iv) excludes Derivative 
Securities Products and Index-Linked Securities from these 
provisions.
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    Like the requirements applicable to an index or portfolio 
underlying Investment Company Units noted above, the proposed 
amendments to NYSE Arca Rule 5.2-E(j)(6)(B)(I)(1)(b)(v) would subject 
an index or indexes underlying an issue of ETNs to specified minimum 
liquidity and market value requirements. Index components would 
continue to be subject to the weighting and diversification 
requirements of NYSE Arca Rule 5.2-E(j)(6)(B)(I)(1)(b)(iii), which 
prevent any stock or small group of stocks from dominating a fund's 
portfolio. The proposed amendments to NYSE Arca Rule 5.2-
E(j)(6)(B)(I)(1)(b)(v) would provide additional flexibility to series 
of Equity Index-Linked Securities based on an index that includes Non-
U.S. Component Stocks while continuing to apply substantial minimum 
criteria relating to liquidity, market capitalization and 
diversification.
    The Exchange also proposes to amend the phrase ``Section 19(b)(2) 
of the Act'' to ``Section 19(b)(2) of the Exchange Act'' in NYSE Arca 
Rule 5.2-E(j)(6)(B)(I)(1)(b)(1) in order to conform to usage in NYSE 
Arca Rule 1.1(q).\21\ The Exchange proposes further to make a 
grammatical change to NYSE Arca Rule 5.2-E(j)(6)(B)(I)(1)(b)(2) by 
deleting as repetitive the words ``the index or indexes.''
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    \21\ See note 7, supra.
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    Other than the changes proposed above, no other changes are being 
proposed to NYSE Arca Rule 5.2-E(j)(6) and all other requirements 
applicable to Index-Linked Securities will continue to apply.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\22\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\23\ in particular, because it 
is designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
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    \22\ 15 U.S.C. 78f(b).
    \23\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes the amendment is appropriate and in the 
public interest in that Equity Index-Linked Securities would continue 
to be subject to numerical criteria for index components underlying 
Equity Index-Linked Securities that are comparable in significant 
respects to the criteria for U.S. Component Stocks and Non-U.S. 
Component Stocks in Commentary .01 to NYSE Arca Rule 5.2-E(j)(3) for 
Investment Company Units and Commentary .01(a) to NYSE Arca Rule 8.600-
E for Managed Fund Shares. Rule 5.2-E(j)(6)(B)(I)(1)(b)(ii) provides 
that component stocks that in the aggregate account for at least 90% of 
the weight of the index each shall have a minimum global monthly 
trading volume of 1,000,000 shares, or minimum global notional volume 
traded per month of $25,000,000, averaged over the last six months. In 
addition, Rule 5.2-E(j)(6)(B)(I)(1)(b)(iii) provides that no underlying 
component security will represent more than 25% of the dollar weight of 
the index, and, to the extent applicable, the five highest dollar 
weighted component securities in the index do not in the aggregate 
account for more than 50% of the dollar weight of the index (60% for an 
index consisting of fewer than 25 component securities). As noted 
above, the Commission, in approving the Exchange's generic rules 
relating to listing of Index-Linked Securities, found that the rules' 
requirements should help ensure that index components of the applicable 
reference asset are adequately capitalized, sufficiently liquid, and 
diversified, and that these requirements should significantly minimize 
the potential for manipulation.\24\
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    \24\ See note 17, supra.
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    The proposed amendment would eliminate a requirement for Equity 
Index-Linked Securities that is not applicable to Investment Company 
Units and Managed Fund Shares with respect to Non-U.S. Component Stock 
index components or holdings of Non-U.S. Component Stocks. The 
amendment, therefore, would afford greater flexibility to ETN issuers 
to list securities that include foreign stocks and to better compete 
with issuers of Investment Company Units and Managed Fund Shares.
    With respect to the proposed amendment to NYSE Arca Rule 5.2-
E(j)(6)(B)(I)(1)(a), an increase in the required minimum number of 
components in an index that includes Non-U.S. Component Stocks is 
comparable to the requirement applicable to equity indexes underlying 
series of Investment Company Units listed under Commentary .01 to NYSE 
Arca Rule 5.2-E(j)(3), and would provide for greater diversification 
among index components.\25\
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    \25\ See Commentary .01(a)(B)(4) to NYSE Arca Rule 5.2-E(j)(3).
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    The proposed amendment to change the phrase ``Section 19(b)(2) of 
the Act'' to ``Section 19(b)(2) of the Exchange Act'' in NYSE Arca Rule 
5.2-E(j)(6)(B)(I)(1)(b)(1) conforms to usage in NYSE Arca Rule 1.1(q). 
The proposed deletion of the words ``the index or indexes'' in NYSE 
Arca Rule 5.2-E(j)(6)(B)(I)(1)(b)(2) eliminates an unnecessary 
repetition.
    The Exchange represents that trading in ETNs is subject to the 
existing trading surveillances, administered by the Financial Industry 
Regulatory Authority (``FINRA'') on behalf of the Exchange, or by 
regulatory staff of the Exchange, which are designed to detect 
violations of Exchange rules and applicable federal securities laws. 
The Exchange represents that these procedures are adequate to properly 
monitor Exchange trading of ETNs in all Exchange trading sessions and 
to deter and detect violations of Exchange rules and federal securities 
laws applicable to trading on the Exchange.\26\
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    \26\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
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    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in Exchange-listed ETNs with 
other markets and other entities that are members of the ISG, and the 
Exchange or FINRA, on behalf of the Exchange, or both, may obtain 
trading information regarding trading in ETNs from such markets and 
other entities. In addition, the Exchange may obtain information 
regarding trading in such securities and financial instruments from 
markets and other entities that are members of ISG or with which the 
Exchange has in place a comprehensive surveillance sharing agreement.
    For these reasons, the Exchange believes that the proposal is 
consistent with the Act.

[[Page 49440]]

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\27\ the Exchange 
does not believe that the proposed rule change will impose any burden 
on competition that is not necessary or appropriate in furtherance of 
the purposes of the Act. Instead, the Exchange believes that the 
proposed change will encourage competition by accommodating listing and 
trading of additional issues of Equity Index-Linked Securities and will 
permit ETN issuers to better compete with issuers of Investment Company 
Units and Managed Fund Shares.
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    \27\ 15 U.S.C. 78f(b)(8).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

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

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or up to 90 days (i) as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or (ii) as to which the self-regulatory 
organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number NYSEArca-2018-67 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 NYSEArca-2018-67. 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 a.m. and 3 
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 NYSEArca-2018-67, and should be submitted 
on or before October 22, 2018.
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    \28\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\28\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-21234 Filed 9-28-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                                            Federal Register / Vol. 83, No. 190 / Monday, October 1, 2018 / Notices                                                      49437

                                             should be submitted on or before                        of those statements may be examined at                   described in Rule 5.2–E(j)(3)) 6 that are
                                             October 22,2018.                                        the places specified in Item IV below.                   listed on a national securities exchange
                                               For the Commission, by the Division of                The Exchange has prepared summaries,                     and are NMS Stocks as defined in Rule
                                             Trading and Markets, pursuant to delegated              set forth in sections A, B, and C below,                 600 of Regulation NMS under the
                                             authority.14                                            of the most significant parts of such                    Exchange Act; 7 or (2) Non-U.S.
                                             Eduardo A. Aleman,                                      statements.                                              Component Stocks (as described in Rule
                                             Assistant Secretary.                                                                                             5.2–E(j)(3)) 8 that are listed and traded
                                                                                                     A. Self-Regulatory Organization’s                        on an exchange that has last-sale
                                             [FR Doc. 2018–21231 Filed 9–28–18; 8:45 am]             Statement of the Purpose of, and the                     reporting.9 The proposed amendment,
                                             BILLING CODE 8011–01–P                                  Statutory Basis for, the Proposed Rule                   therefore, would delete from Rule 5.2–
                                                                                                     Change                                                   E (j)(6)(B)(I)(1)(b)(v) the requirement
                                             SECURITIES AND EXCHANGE                                 1. Purpose                                               that foreign country securities or foreign
                                             COMMISSION                                                                                                       country securities underlying ADRs in
                                                                                                        NYSE Arca Rule 5.2–E(j)(6) relates to                 an index satisfy requirements that a
                                             [Release No. 34–84279; File No. SR–                     listing and trading of Equity Index-                     specified percentage of the dollar weight
                                             NYSEARCA–2018–67]                                       Linked Securities, Commodity-Linked                      of the index have primary trading
                                                                                                     Securities, Currency-Linked Securities,                  markets that are members of ISG or
                                             Self-Regulatory Organizations; NYSE                     Fixed Income Index-Linked Securities,                    primary trading markets that are parties
                                             Arca, Inc.; Notice of Filing of Proposed                Futures-Linked Securities and                            to comprehensive surveillance sharing
                                             Rule Change To Amend NYSE Arca                          Multifactor Index-Linked Securities                      agreements with the Exchange.
                                             Rule 5.2–E(j)(6) Relating to Equity                     (collectively, ‘‘Index-Linked                               The proposed amendment would
                                             Index-Linked Securities Listing                         Securities’’). These securities are                      eliminate a requirement for Equity
                                             Standards Set Forth in NYSE Arca Rule                   frequently referred to as ‘‘Exchange-                    Index-Linked Securities that is not
                                             5.2–E(j)(6)(B)(I)                                       Traded Notes’’ or ‘‘ETNs.’’ NYSE Arca                    applicable to Investment Company
                                             September 25, 2018.                                     Rule 5.2–E(j)(6)(B)(I) sets forth listing                Units and Managed Fund Shares with
                                                Pursuant to Section 19(b)(1) 1 of the                standards applicable to Equity Index-                    respect to Non-U.S. Component Stock
                                             Securities Exchange Act of 1934 (the                    Linked Securities.4                                      index components or holdings of Non-
                                             ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                     The Exchange proposes to amend                        U.S. Component Stocks. The
                                             notice is hereby given that, on                         NYSE Arca Rule 5.2–E (j)(6)(B)(I)                        amendment, therefore, would afford
                                             September 10, 2018, NYSE Arca, Inc.                     relating to criteria applicable to                       greater flexibility to ETN issuers to list
                                             (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed               components of an index underlying an                     securities that include foreign stocks
                                             with the Securities and Exchange                        issue of Equity Index-Linked Securities,                 and to better compete with issuers of
                                             Commission (the ‘‘Commission’’) the                     as described below.5                                     Investment Company Units and
                                             proposed rule change as described in                                                                             Managed Fund Shares, which are not
                                                                                                        The Exchange proposes to amend                        subject to this requirement.
                                             Items I and II below, which Items have                  NYSE Arca Rule 5.2–E(j)(6)(B)(I)(1)(b)(v)
                                             been prepared by the self-regulatory                                                                                The Exchange also proposes to amend
                                                                                                     to provide that all component securities                 NYSE Arca Rule 5.2–E(j)(6)(B)(I)(1)(a) by
                                             organization. The Commission is                         of an index underlying an issue of
                                             publishing this notice to solicit                                                                                increasing the required minimum
                                                                                                     Equity Index-Linked Securities shall be                  number of components in an index
                                             comments on the proposed rule change                    either (1) U.S. Component Stocks (as                     underlying Equity Index-Linked
                                             from interested persons.
                                                                                                                                                              Securities that includes Non-U.S.
                                             I. Self-Regulatory Organization’s                          4 Equity Index-Linked Securities are securities
                                                                                                                                                              Component Stocks.10 The Exchange
                                             Statement of the Terms of Substance of                  that provide for the payment at maturity based on
                                                                                                     the performance of an underlying index or indexes
                                             the Proposed Rule Change                                of equity securities, securities of closed-end
                                                                                                                                                                 6 Rule 5.2–E(j)(3) provides that the term ‘‘US

                                                                                                     management investment companies registered               Component Stock’’ shall mean an equity security
                                                The Exchange proposes to amend                                                                                that is registered under Sections 12(b) or 12(g) of
                                                                                                     under the Investment Company Act of 1940 (‘‘1940
                                             NYSE Arca Rule 5.2–E(j)(6) relating to                  Act’’) and/or Investment Company Units (as
                                                                                                                                                              the Securities Exchange Act of 1934 or an American
                                             Equity Index-Linked Securities listing                                                                           Depositary Receipt, the underlying equity security
                                                                                                     described in NYSE Arca Rule 5.2–E(j)(3)).
                                                                                                                                                              of which is registered under Sections 12(b) or 12(g)
                                             standards set forth in NYSE Arca Rule                      5 Rule 5.2–E(j)(6)(B)(I)(1)(b)(v) provides that all
                                                                                                                                                              of the Securities Exchange Act of 1934.
                                             5.2–E(j)(6)(B)(I). The proposed change is               component securities shall be either:                       7 The term ‘‘Exchange Act’’ is defined in Rule

                                             available on the Exchange’s website at                     (A) Securities (other than foreign country            1.1(q) to mean the Securities Exchange Act of 1934,
                                                                                                     securities and American Depository Receipts              as amended.
                                             www.nyse.com, at the principal office of                (‘‘ADRs’’)) that are (x) issued by a 1934 Act               8 Rule 5.2–E(j)(3) provides that the term ‘‘Non-US
                                             the Exchange, and at the Commission’s                   reporting company or by an investment company            Component Stock’’ shall mean an equity security
                                             Public Reference Room.                                  registered under the 1940 Act, which in each case        that is not registered under Sections 12(b) or 12(g)
                                                                                                     is listed on a national securities exchange, and (y)     of the Securities Exchange Act of 1934 and that is
                                             II. Self-Regulatory Organization’s                      an ‘‘NMS stock’’ (as defined in Rule 600 of SEC          issued by an entity that (a) is not organized,
                                             Statement of the Purpose of, and                        Regulation NMS); or                                      domiciled or incorporated in the United States, and
                                             Statutory Basis for, the Proposed Rule                     (B) Foreign country securities or ADRs, provided      (b) is an operating company (including Real Estate
                                                                                                     that foreign country securities or foreign country       Investment Trusts (REITS) and income trusts, but
                                             Change                                                  securities underlying ADRs having their primary          excluding investment trusts, unit trusts, mutual
                                                In its filing with the Commission, the               trading market outside the United States on foreign      funds, and derivatives).
                                                                                                     trading markets that are not members of the                 9 The text of proposed NYSE Arca Rule 5.2–
                                             self-regulatory organization included                   Intermarket Surveillance Group (‘‘ISG’’) or parties      E(j)(6)(B)(I)(1)(b)(v)(1) is comparable to the
                                             statements concerning the purpose of,                   to comprehensive surveillance sharing agreements         requirement for US Component Stocks in
                                             and basis for, the proposed rule change                 with the Exchange will not in the aggregate
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                                                                                                                                                              Commentary .01(a)(A)(5) to NYSE Arca Rule 5.2–
                                             and discussed any comments it received                  represent more than 50% of the dollar weight of the      E(j)(3). The text of proposed NYSE Arca Rule 5.2–
                                                                                                     index, and provided further that:                        E(j)(6)(B)(I)(1)(b)(v)(2) is comparable to the
                                             on the proposed rule change. The text
                                                                                                        (i) the securities of any one such market do not      requirement for Non-US Component Stocks in
                                                                                                     represent more than 20% of the dollar weight of the      Commentary .01(a)(B)(5) to NYSE Arca Rule 5.2–
                                               14 17 CFR 200.30–3(a)(12).                            index, and                                               E(j)(3).
                                               1 15 U.S.C. 78s(b)(1).                                   (ii) the securities of any two such markets do not       10 NYSE Arca Rule 5.2–E(j)(6)(B)(I)(1)(a) provides
                                               2 15 U.S.C. 78a.
                                                                                                     represent more than 33% of the dollar weight of the      that each underlying index is required to have at
                                               3 17 CFR 240.19b–4.                                   index.                                                                                               Continued




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                                             49438                        Federal Register / Vol. 83, No. 190 / Monday, October 1, 2018 / Notices

                                             proposes that an underlying index                       month of $25,000,000, averaged over the                Commentary .01(a)(B) to NYSE Arca
                                             consisting only of U.S. Component                       last six months.13                                     Rule 5.2–E(j)(3) applicable to indexes
                                             Stocks (as described in Rule 5.2–E(j)(3))                  In addition, Rule 5.2–                              that include only non-U.S. Component
                                             that are listed on a national securities                E(j)(6)(B)(I)(1)(b)(iii) provides that no              Stocks or both U.S. and Non-U.S.
                                             exchange and are NMS Stocks as                          underlying component security will                     Component Stocks in an index or
                                             defined in Rule 600 of Regulation NMS                   represent more than 25% of the dollar                  portfolio underlying a series of
                                             under the Exchange Act is required to                   weight of the index, and, to the extent                Investment Company Units, the
                                             have at least ten (10) component                        applicable, the five highest dollar                    Commission stated that ‘‘[t]hese
                                             securities; and an underlying index                     weighted component securities in the                   requirements are designed, among other
                                             consisting of (a) only Non-U.S.                         index do not in the aggregate account                  things, to require that components of an
                                             Component Stocks (as described in Rule                  for more than 50% of the dollar weight                 index or portfolio underlying the ETF
                                             5.2–E(j)(3)), or (b) both U.S. Component                of the index (60% for an index                         are adequately capitalized and
                                             Stocks and Non-U.S. Component Stocks,                   consisting of fewer than 25 component                  sufficiently liquid, and that no one
                                             is required to have at least twenty (20)                securities).14 In comparison,                          security dominates the index.’’ 17 In
                                             component securities.                                   Commentary .01(a)(B)(3) to Rule 5.2–                   addition, in approving the Exchange’s
                                                The Exchange believes the                            E(j)(3) provides that the most heavily                 generic rules relating to listing of Index-
                                             amendments are appropriate and in the                   weighted component stock (excluding                    Linked Securities, the Commission
                                             public interest in that Equity Index-                   Derivative Securities Products) shall not              found that the rules’ requirements
                                             Linked Securities would continue to be                  exceed 25% of the combined US and                      should help ensure that index
                                             subject to numerical criteria for index                 Non-US Component Stocks portions of                    components of the applicable reference
                                             components underlying Equity Index-                     the weight of the index or portfolio, and,             asset are adequately capitalized,
                                             Linked Securities that are comparable in                to the extent applicable, the five most                sufficiently liquid, and diversified, and
                                             significant respects to the criteria for                heavily weighted component stocks                      that these requirements should
                                             U.S. Component Stocks and Non-U.S.                      (excluding Derivative Securities                       significantly minimize the potential for
                                             Component Stocks in Commentary .01                      Products) shall not exceed 60% of the                  manipulation.18
                                             to NYSE Arca Rule 5.2–E(j)(3) for                       combined US and Non-US Component                         In addition to the above-referenced
                                             Investment Company Units and                            Stocks portions of the weight of the                   weighting and trading volume criteria,
                                             Commentary .01(a) to NYSE Arca Rule                     index or portfolio.15                                  Rule 5.2–E(j)(6)(B)(I)(1)(b)(iv) provides
                                             8.600–E for Managed Fund Shares.11                         With respect to the proposed                        that 90% of the index’s numerical value
                                                For example, Rule 5.2–                               amendment to NYSE Arca Rule 5.2–                       and at least 80% of the total number of
                                             E(j)(6)(B)(I)(1)(b)(ii) provides that                   E(j)(6)(B)(I)(1)(a), an increase in the
                                             component stocks that in the aggregate                  required minimum number of                                17 See Securities Exchange Act Release No. 55621

                                             account for at least 90% of the weight                  components in an index that includes                   (April 12, 2007), 72 FR 19571 (April 18, 2007) (SR–
                                                                                                                                                            NYSEArca–2006–86) (Notice of Filing of Proposed
                                             of the index each shall have a minimum                  Non-U.S. Component Stocks is                           Rule Change and Amendments No. 1, 2, 3, and 4
                                             global monthly trading volume of                        comparable to the requirement                          Thereto and Order Granting Accelerated Approval
                                             1,000,000 shares, or minimum global                     applicable to equity indexes underlying                of the Proposed Rule Change as Modified by
                                             notional volume traded per month of                     series of Investment Company Units                     Amendments No. 2 and 4 Thereto Adopting Generic
                                                                                                                                                            Listing Standards for Exchange-Traded Funds
                                             $25,000,000, averaged over the last six                 listed under Commentary .01 to NYSE                    Based on International or Global Indexes or Indexes
                                             months.12 In comparison, Commentary                     Arca Rule 5.2–E(j)(3), and would                       Described in Exchange Rules Previously Approved
                                             .01(a)(B)(2) to Rule 5.2–E(j)(3)                        provide for greater diversification                    by the Commission as Underlying Benchmarks for
                                                                                                     among index components.16                              Derivative Securities). See also Securities Exchange
                                             applicable to an international or global                                                                       Act Release Nos. 54739 (November 9, 2006), 71 FR
                                             index or portfolio provides that                           The Exchange notes that, in originally
                                                                                                                                                            61811 (October 19, 2006) (SR–Amex–2006–78)
                                             component stocks (excluding Derivative                  approving the generic listing criteria in              (Order Granting Accelerated Approval to Proposed
                                             Securities Products) that in the                                                                               Rule Change and Amendment No. 1 Thereto and
                                                                                                        13 Commentary .01(a)(2) (B) to Rule 8.600–E         Notice of Filing and Order Granting Accelerated
                                             aggregate account for at least 70% of the               provides that Non-U.S. Component Stocks each           Approval to Amendment No. 2 Thereto Relating to
                                             US and Non-US Component Stocks                          shall have a minimum global monthly trading            Generic Listing Standards for Series of Portfolio
                                             portions of the weight of the index or                  volume of 250,000 shares, or minimum global            Depositary Receipts and Index Fund Shares Based
                                             portfolio (excluding such Derivative                    notional volume traded per month of $25,000,000,       on International or Global Indexes); 55113 (January
                                                                                                     averaged over the last six months.                     17, 2007), 72 FR 3179 (January 24, 2007) (SR–
                                             Securities Products) each shall have a                     14 Rule 5.2–E(j)(6)(B)(I)(1)(b)(iii) excludes       NYSE–2006–101) (Notice of Filing and Order
                                             minimum global monthly trading                          Derivative Securities Products and Index-Linked        Granting Accelerated Approval of a Proposed Rule
                                             volume of 250,000 shares, or minimum                    Securities from these provisions.                      Change as Modified by Amendments No. 1 and 2
                                             global notional volume traded per                          15 See also Commentary .01(a)(2)(C) to NYSE Arca    Thereto Adopting Generic Listing Standards for
                                                                                                     Rule 8.600–E, which provides that the most heavily     Exchange-Traded Funds Based on International or
                                                                                                     weighted Non-U.S. Component stock shall not            Global Indexes or Indexes Previously Approved by
                                             least ten (10) component securities; provided,          exceed 25% of the equity weight of the portfolio,      the Commission as Underlying Benchmarks for
                                             however, that there shall be no minimum number          and, to the extent applicable, the five most heavily   Derivative Securities).
                                             of component securities if one or more issues of        weighted Non-U.S. Component Stocks shall not              18 See, e.g., Securities Exchange Act Release No.
                                             Derivative Securities Products (i.e., Investment        exceed 60% of the equity weight of the portfolio.      52204 (August 3, 2005) 70 FR 46559 (August 10,
                                             Company Units (as described in Rule 5.2–E(j)(3))           16 See Commentary .01(a)(B)(4) to NYSE Arca         2005) (SR–PCX–2005–63) (Notice of Filing and
                                             and securities described in Section 2 of Rule 8) or     Rule 5.2–E(j)(3). See also Commentary .01(a)(2)(D)     Order Granting Accelerated Approval of Proposed
                                             Index-Linked Securities (as described in Rule 5.2–      to NYSE Arca Rule 8.600–E, which provides that,        Rule Change Relating to the Adoption of Generic
                                             E(j)(6)), constitute, at least in part, component       where the equity portion of the portfolio includes     Listing Standards for Index-Linked Securities), in
                                             securities underlying an issue of Equity Index-         Non-U.S. Component Stocks, the equity portion of       which the Commission stated that ‘‘PCX’s proposed
                                             Linked Securities.                                      the portfolio shall include a minimum of 20            listing criteria include minimum market
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                                               11 Commentary .01 to NYSE Arca Rule 5.2–E(j)(3)
                                                                                                     component stocks; provided, however, that there        capitalization, monthly trading volume, and relative
                                             and Commentary .01(a) to NYSE Arca Rule 8.600–          shall be no minimum number of component stocks         weighting requirements for the Index Securities.
                                             E provide generic initial and continued listing         if (i) one or more series of Derivative Securities     These requirements are designed to ensure that the
                                             criteria applicable to an equity index or portfolio     Products or Index-Linked Securities constitute, at     trading markets for index components underlying
                                             underlying Investment Company Units and                 least in part, components underlying a series of       Index Securities are adequately capitalized and
                                             Managed Fund Shares, respectively.                      Managed Fund Shares, or (ii) one or more series of     sufficiently liquid, and that no one stock dominates
                                               12 Rule 5.2–E(j)(6)(B)(I)(1)(b)(ii) excludes          Derivative Securities Products or Index-Linked         the index. The Commission believes that these
                                             Derivative Securities Products and Index-Linked         Securities account for 100% of the equity weight of    requirements should significantly minimize the
                                             Securities from these provisions.                       the portfolio of a series of Managed Fund Shares.      potential for manipulation.’’



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                                                                           Federal Register / Vol. 83, No. 190 / Monday, October 1, 2018 / Notices                                                    49439

                                             component securities will meet the then                 promote just and equitable principles of               required minimum number of
                                             current criteria for standardized option                trade, to remove impediments to, and                   components in an index that includes
                                             trading set forth in NYSE Arca Rule 5.3–                perfect the mechanism of a free and                    Non-U.S. Component Stocks is
                                             O.19 An index is not subject to this                    open market and, in general, to protect                comparable to the requirement
                                             requirement if (a) no underlying                        investors and the public interest.                     applicable to equity indexes underlying
                                             component security represents more                         The Exchange believes the                           series of Investment Company Units
                                             than 10% of the dollar weight of the                    amendment is appropriate and in the                    listed under Commentary .01 to NYSE
                                             index and (b) the index has a minimum                   public interest in that Equity Index-                  Arca Rule 5.2–E(j)(3), and would
                                             of 20 components.20                                     Linked Securities would continue to be
                                                                                                                                                            provide for greater diversification
                                                Like the requirements applicable to an               subject to numerical criteria for index
                                                                                                                                                            among index components.25
                                             index or portfolio underlying                           components underlying Equity Index-
                                             Investment Company Units noted above,                   Linked Securities that are comparable in                  The proposed amendment to change
                                             the proposed amendments to NYSE                         significant respects to the criteria for               the phrase ‘‘Section 19(b)(2) of the Act’’
                                             Arca Rule 5.2–E(j)(6)(B)(I)(1)(b)(v)                    U.S. Component Stocks and Non-U.S.                     to ‘‘Section 19(b)(2) of the Exchange
                                             would subject an index or indexes                       Component Stocks in Commentary .01                     Act’’ in NYSE Arca Rule 5.2–
                                             underlying an issue of ETNs to specified                to NYSE Arca Rule 5.2–E(j)(3) for                      E(j)(6)(B)(I)(1)(b)(1) conforms to usage in
                                             minimum liquidity and market value                      Investment Company Units and                           NYSE Arca Rule 1.1(q). The proposed
                                             requirements. Index components would                    Commentary .01(a) to NYSE Arca Rule                    deletion of the words ‘‘the index or
                                             continue to be subject to the weighting                 8.600–E for Managed Fund Shares. Rule                  indexes’’ in NYSE Arca Rule 5.2–
                                             and diversification requirements of                     5.2–E(j)(6)(B)(I)(1)(b)(ii) provides that              E(j)(6)(B)(I)(1)(b)(2) eliminates an
                                             NYSE Arca Rule 5.2–                                     component stocks that in the aggregate                 unnecessary repetition.
                                             E(j)(6)(B)(I)(1)(b)(iii), which prevent any             account for at least 90% of the weight
                                                                                                     of the index each shall have a minimum                    The Exchange represents that trading
                                             stock or small group of stocks from
                                                                                                     global monthly trading volume of                       in ETNs is subject to the existing trading
                                             dominating a fund’s portfolio. The
                                                                                                     1,000,000 shares, or minimum global                    surveillances, administered by the
                                             proposed amendments to NYSE Arca
                                             Rule 5.2–E(j)(6)(B)(I)(1)(b)(v) would                   notional volume traded per month of                    Financial Industry Regulatory Authority
                                             provide additional flexibility to series of             $25,000,000, averaged over the last six                (‘‘FINRA’’) on behalf of the Exchange, or
                                             Equity Index-Linked Securities based on                 months. In addition, Rule 5.2–                         by regulatory staff of the Exchange,
                                             an index that includes Non-U.S.                         E(j)(6)(B)(I)(1)(b)(iii) provides that no              which are designed to detect violations
                                             Component Stocks while continuing to                    underlying component security will                     of Exchange rules and applicable federal
                                             apply substantial minimum criteria                      represent more than 25% of the dollar                  securities laws. The Exchange
                                             relating to liquidity, market                           weight of the index, and, to the extent                represents that these procedures are
                                             capitalization and diversification.                     applicable, the five highest dollar                    adequate to properly monitor Exchange
                                                The Exchange also proposes to amend                  weighted component securities in the                   trading of ETNs in all Exchange trading
                                             the phrase ‘‘Section 19(b)(2) of the Act’’              index do not in the aggregate account                  sessions and to deter and detect
                                             to ‘‘Section 19(b)(2) of the Exchange                   for more than 50% of the dollar weight                 violations of Exchange rules and federal
                                             Act’’ in NYSE Arca Rule 5.2–                            of the index (60% for an index                         securities laws applicable to trading on
                                             E(j)(6)(B)(I)(1)(b)(1) in order to conform              consisting of fewer than 25 component                  the Exchange.26
                                             to usage in NYSE Arca Rule 1.1(q).21                    securities). As noted above, the
                                                                                                     Commission, in approving the                              The Exchange or FINRA, on behalf of
                                             The Exchange proposes further to make
                                                                                                     Exchange’s generic rules relating to                   the Exchange, or both, will
                                             a grammatical change to NYSE Arca
                                                                                                     listing of Index-Linked Securities, found              communicate as needed regarding
                                             Rule 5.2–E(j)(6)(B)(I)(1)(b)(2) by deleting
                                                                                                     that the rules’ requirements should help               trading in Exchange-listed ETNs with
                                             as repetitive the words ‘‘the index or
                                             indexes.’’                                              ensure that index components of the                    other markets and other entities that are
                                                Other than the changes proposed                      applicable reference asset are                         members of the ISG, and the Exchange
                                             above, no other changes are being                       adequately capitalized, sufficiently                   or FINRA, on behalf of the Exchange, or
                                             proposed to NYSE Arca Rule 5.2–E(j)(6)                  liquid, and diversified, and that these                both, may obtain trading information
                                             and all other requirements applicable to                requirements should significantly                      regarding trading in ETNs from such
                                             Index-Linked Securities will continue to                minimize the potential for                             markets and other entities. In addition,
                                             apply.                                                  manipulation.24                                        the Exchange may obtain information
                                                                                                        The proposed amendment would                        regarding trading in such securities and
                                             2. Statutory Basis                                      eliminate a requirement for Equity                     financial instruments from markets and
                                                The Exchange believes that the                       Index-Linked Securities that is not
                                                                                                                                                            other entities that are members of ISG or
                                             proposed rule change is consistent with                 applicable to Investment Company
                                                                                                                                                            with which the Exchange has in place
                                             Section 6(b) of the Act,22 in general, and              Units and Managed Fund Shares with
                                                                                                     respect to Non-U.S. Component Stock                    a comprehensive surveillance sharing
                                             furthers the objectives of Section 6(b)(5)                                                                     agreement.
                                             of the Act,23 in particular, because it is              index components or holdings of Non-
                                             designed to prevent fraudulent and                      U.S. Component Stocks. The                                For these reasons, the Exchange
                                             manipulative acts and practices, to                     amendment, therefore, would afford                     believes that the proposal is consistent
                                                                                                     greater flexibility to ETN issuers to list             with the Act.
                                                19 NYSE Arca Rule 5.3–O sets forth the criteria to   securities that include foreign stocks
                                             be met by underlying securities with respect to         and to better compete with issuers of
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                                             which put or call option contracts are approved for     Investment Company Units and                             25 See Commentary .01(a)(B)(4) to NYSE Arca
                                             listing and trading on the Exchange.                    Managed Fund Shares.
                                                20 Rule 5.2–E(j)(6)(B)(I)(1)(b)(iv) excludes                                                                Rule 5.2–E(j)(3).
                                             Derivative Securities Products and Index-Linked
                                                                                                        With respect to the proposed                          26 FINRA conducts cross-market surveillances on

                                             Securities from these provisions.                       amendment to NYSE Arca Rule 5.2–                       behalf of the Exchange pursuant to a regulatory
                                                21 See note 7, supra.                                E(j)(6)(B)(I)(1)(a), an increase in the                services agreement. The Exchange is responsible for
                                                22 15 U.S.C. 78f(b).                                                                                        FINRA’s performance under this regulatory services
                                                23 15 U.S.C. 78f(b)(5).                                24 See   note 17, supra.                             agreement.



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                                             49440                           Federal Register / Vol. 83, No. 190 / Monday, October 1, 2018 / Notices

                                             B. Self-Regulatory Organization’s                          number should be included on the                      with the Securities and Exchange
                                             Statement on Burden on Competition                         subject line if email is used. To help the            Commission (‘‘Commission’’) the
                                                In accordance with Section 6(b)(8) of                   Commission process and review your                    proposed rule change as described in
                                             the Act,27 the Exchange does not believe                   comments more efficiently, please use                 Items I and II below, which Items have
                                             that the proposed rule change will                         only one method. The Commission will                  been prepared by the Exchange. The
                                             impose any burden on competition that                      post all comments on the Commission’s                 Commission is publishing this notice to
                                             is not necessary or appropriate in                         internet website (http://www.sec.gov/                 solicit comments on the proposed rule
                                             furtherance of the purposes of the Act.                    rules/sro.shtml). Copies of the                       change from interested persons.
                                             Instead, the Exchange believes that the                    submission, all subsequent
                                                                                                                                                              I. Self-Regulatory Organization’s
                                             proposed change will encourage                             amendments, all written statements
                                                                                                                                                              Statement of the Terms of Substance of
                                             competition by accommodating listing                       with respect to the proposed rule
                                                                                                                                                              the Proposed Rule Change
                                             and trading of additional issues of                        change that are filed with the
                                                                                                        Commission, and all written                              The Exchange proposes to (a) relocate
                                             Equity Index-Linked Securities and will
                                                                                                        communications relating to the                        the GEMX Schedule of Fees and current
                                             permit ETN issuers to better compete
                                                                                                        proposed rule change between the                      Rule 209 to the Exchange’s rulebook’s
                                             with issuers of Investment Company
                                                                                                        Commission and any person, other than                 (‘‘Rulebook’’) shell structure,3 and (b)
                                             Units and Managed Fund Shares.
                                                                                                        those that may be withheld from the                   make conforming cross-reference
                                             C. Self-Regulatory Organization’s                          public in accordance with the                         changes throughout the Rulebook.
                                             Statement on Comments on the                               provisions of 5 U.S.C. 552, will be                      The text of the proposed rule change
                                             Proposed Rule Change Received From                         available for website viewing and                     is available on the Exchange’s website at
                                             Members, Participants, or Others                           printing in the Commission’s Public                   http://nasdaqgemx.cchwallstreet.com/,
                                               No written comments were solicited                       Reference Room, 100 F Street NE,                      at the principal office of the Exchange,
                                             or received with respect to the proposed                   Washington, DC 20549, on official                     and at the Commission’s Public
                                             rule change.                                               business days between the hours of 10                 Reference Room.
                                                                                                        a.m. and 3 p.m. Copies of the filing also             II. Self-Regulatory Organization’s
                                             III. Date of Effectiveness of the                          will be available for inspection and
                                             Proposed Rule Change and Timing for                                                                              Statement of the Purpose of, and
                                                                                                        copying at the principal office of the                Statutory Basis for, the Proposed Rule
                                             Commission Action                                          Exchange. All comments received will                  Change
                                                Within 45 days of the date of                           be posted without change. Persons
                                                                                                        submitting comments are cautioned that                   In its filing with the Commission, the
                                             publication of this notice in the Federal
                                                                                                        we do not redact or edit personal                     Exchange included statements
                                             Register or up to 90 days (i) as the
                                                                                                        identifying information from comment                  concerning the purpose of and basis for
                                             Commission may designate if it finds
                                                                                                        submissions. You should submit only                   the proposed rule change and discussed
                                             such longer period to be appropriate
                                                                                                        information that you wish to make                     any comments it received on the
                                             and publishes its reasons for so finding
                                                                                                        available publicly. All submissions                   proposed rule change. The text of these
                                             or (ii) as to which the self-regulatory
                                                                                                        should refer to File Number NYSEArca–                 statements may be examined at the
                                             organization consents, the Commission
                                                                                                        2018–67, and should be submitted on or                places specified in Item IV below. The
                                             will:
                                                                                                        before October 22, 2018.                              Exchange has prepared summaries, set
                                                (A) By order approve or disapprove
                                                                                                                                                              forth in sections A, B, and C below, of
                                             the proposed rule change, or                                 For the Commission, by the Division of
                                                (B) institute proceedings to determine                                                                        the most significant aspects of such
                                                                                                        Trading and Markets, pursuant to delegated            statements.
                                             whether the proposed rule change                           authority.28
                                             should be disapproved.                                     Eduardo A. Aleman,                                    A. Self-Regulatory Organization’s
                                             IV. Solicitation of Comments                               Assistant Secretary.                                  Statement of the Purpose of, and
                                                                                                        [FR Doc. 2018–21234 Filed 9–28–18; 8:45 am]           Statutory Basis for, the Proposed Rule
                                               Interested persons are invited to                                                                              Change
                                                                                                        BILLING CODE 8011–01–P
                                             submit written data, views, and
                                             arguments concerning the foregoing,                                                                              1. Purpose
                                             including whether the proposed rule                        SECURITIES AND EXCHANGE                                  The Exchange proposes to relocate the
                                             change is consistent with the Act.                         COMMISSION                                            entire GEMX Schedule of Fees and Rule
                                             Comments may be submitted by any of                                                                              209 to the Exchange’s shell structure;
                                             the following methods:                                     [Release No. 34–84283; File No. SR–GEMX–              specifically, the Exchange will relocate
                                                                                                        2018–29]                                              the aforementioned rules to the Options
                                             Electronic Comments
                                                                                                                                                              7 (‘‘Pricing Schedule’’) section of the
                                               • Use the Commission’s internet                          Self-Regulatory Organizations; Nasdaq
                                                                                                                                                              shell. In addition, the Exchange will
                                             comment form (http://www.sec.gov/                          GEMX, LLC; Notice of Filing and
                                                                                                                                                              make conforming cross-reference
                                             rules/sro.shtml); or                                       Immediate Effectiveness of Proposed
                                                                                                                                                              changes throughout the Rulebook.
                                               • Send an email to rule-comments@                        Rule Change To Relocate the
                                             sec.gov. Please include File Number                        Exchange’s Schedule of Fees                           (a) Relocation of Rules
                                             NYSEArca–2018–67 on the subject line.                      September 25, 2018.                                      As indicated, the Exchange, as part of
                                                                                                           Pursuant to Section 19(b)(1) of the                its continued effort to promote
                                             Paper Comments
                                                                                                        Securities Exchange Act of 1934
                                               • Send paper comments in triplicate                                                                               3 In 2017, the Exchange added a shell structure to
                                                                                                        (‘‘Act’’),1 and Rule 19b–4 thereunder,2
amozie on DSK3GDR082PROD with NOTICES




                                             to Secretary, Securities and Exchange                                                                            its Rulebook with the purpose of improving
                                                                                                        notice is hereby given that on                        efficiency and readability and to align its rules
                                             Commission, 100 F Street NE,
                                                                                                        September 12, 2018, Nasdaq GEMX,                      closer to those of its five sister exchanges, The
                                             Washington, DC 20549–1090.                                                                                       Nasdaq Stock Market LLC; Nasdaq BX, Inc.; Nasdaq
                                                                                                        LLC (‘‘GEMX’’ or ‘‘Exchange’’) filed
                                             All submissions should refer to File                                                                             PHLX LLC; Nasdaq ISE, LLC; and Nasdaq MRX,
                                                                                                                                                              LLC (‘‘Affiliated Exchanges’’). See Securities
                                             Number NYSEArca–2018–67. This file                           28 17 CFR 200.30–3(a)(12).                          Exchange Act Release No. 82171 (November 29,
                                                                                                          1 15 U.S.C. 78s(b)(1).                              2017), 82 FR 57516 (December 5, 2017) (SR–GEMX–
                                               27 15   U.S.C. 78f(b)(8).                                  2 17 CFR 240.19b–4.                                 2017–54).



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Document Created: 2018-09-29 04:25:56
Document Modified: 2018-09-29 04:25:56
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 49437 

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