83_FR_52466 83 FR 52266 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating To Listing and Trading of Shares of the iShares iBond Dec 2026 Term Muni Bond ETF Under Commentary .02 to NYSE Arca Rule 5.2-E(j)(3)

83 FR 52266 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating To Listing and Trading of Shares of the iShares iBond Dec 2026 Term Muni Bond ETF Under Commentary .02 to NYSE Arca Rule 5.2-E(j)(3)

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 200 (October 16, 2018)

Page Range52266-52272
FR Document2018-22428

Federal Register, Volume 83 Issue 200 (Tuesday, October 16, 2018)
[Federal Register Volume 83, Number 200 (Tuesday, October 16, 2018)]
[Notices]
[Pages 52266-52272]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-22428]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84396; File No. SR-NYSEARCA-2018-70]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating To Listing 
and Trading of Shares of the iShares iBond Dec 2026 Term Muni Bond ETF 
Under Commentary .02 to NYSE Arca Rule 5.2-E(j)(3)

October 10, 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 26, 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 list and trade shares of the iShares iBond 
Dec 2026 Term Muni Bond ETF (the ``Fund'') pursuant to NYSE Arca Rule 
5.2-E(j)(3), Commentary .02. The proposed rule change is available on 
the Exchange's website at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

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

[[Page 52267]]

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
Fund under Commentary .02 to NYSE Arca Rule 5.2-E(j)(3), which governs 
the listing and trading of Investment Company Units (``Units'') \4\ 
based on fixed income securities indexes.\5\ As discussed below, the 
Exchange is submitting this proposed rule change because the ``Index'' 
(as defined below) does not meet all of the ``generic'' listing 
requirements of Commentary .02 to NYSE Arca Rule 5.2-E(j)(3) applicable 
to the listing of Units based on fixed income securities indexes. The 
Index meets all such requirements except for those set forth in 
Commentary .02(a)(2).\6\
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    \4\ An open-end investment company that issues Units, listed and 
traded on the Exchange under NYSE Arca Rule 5.2-E(j)(3), seeks to 
provide investment results that correspond generally to the price 
and yield performance of a specific foreign or domestic stock index, 
fixed income securities index or combination thereof.
    \5\ The Commission previously has approved proposed rule changes 
relating to listing and trading of funds based on municipal bond 
indexes. See, e.g., Securities Exchange Act Release Nos. 67985 
(October 4, 2012), 77 FR 61804 (October 11, 2012) (SR-NYSEArca-2012-
92) (order approving proposed rule change to list and trade the 
iShares 2018 S&P AMT-Free Municipal Series and iShares 2019 S&P AMT-
Free Municipal Series under NYSE Arca Rule 5.2(j)(3), Commentary 
.02) (``iShares 2018/2019 Order''); 72523 (July 2, 2014), 79 FR 
39016 (July 9, 2014) (SR-NYSEArca-2014-37) (order approving proposed 
rule change to list and trade iShares 2020 S&P AMT-Free Municipal 
Series under NYSE Arca Rule 5.2(j)(3), Commentary .02) (``iShares 
2020 Order''); and 75468 (July 16, 2015), 80 FR 43500 (July 22, 
2015) (SR-NYSEArca-2015-25) (order approving proposed rule change to 
list and trade the iShares iBonds Dec 2021 AMT-Free Muni Bond ETF 
and iShares iBonds Dec 2022 AMT-Free Muni Bond ETF under NYSE Arca 
Rule 5.2(j)(3), Commentary .02) (``iShares 2021/2022 Order'' and, 
together with the iShares 2018/2019 Order and the iShares 2020 
Order, the ``iShares Orders''); 82295 (December 12, 2017), 82 FR 
60056 (December 18, 2017) (SR-NYSEArca-2017-56) (Notice of Filing of 
Amendment No. 3 and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Modified by Amendment No. 3, to List and 
Trade Shares of Twelve Series of Investment Company Units Pursuant 
to NYSE Arca Rule 5.2-E(j)(3)).
    \6\ Commentary .02(a)(2) provides that Fixed Income Security 
components that in aggregate account for at least 75% of the Fixed 
Income Securities portion of the weight of the index or portfolio 
each shall have a minimum original principal amount outstanding of 
$100 million or more.
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Description of the Shares and the Fund
    The Fund is a series of the iShares Trust (the ``Trust'').\7\ 
Blackrock Fund Advisors (``BFA'') will be the investment advisor for 
the Fund.\8\ State Street Bank and Trust Company will serve as the 
custodian, administrator, and transfer agent for the Fund. Blackrock 
Investments, LLC will act as the distributor for the Fund's Shares.
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    \7\ The Trust is registered under the Investment Company Act of 
1940 (15 U.S.C. 80a) (``1940 Act''). On June 29, 2018, the Trust 
filed with the Commission its registration statement on Form N-1A 
under the Securities Act of 1933 (15 U.S.C. 77a), and under the 1940 
Act relating to the Fund (File Nos. 333-92935 and 811-09729) 
(``Registration Statement''). The description of the operation of 
the Trust and the Fund herein is based, in part, on the Registration 
Statement. In addition, the Commission has issued an order granting 
certain exemptive relief to the Trust under the 1940 Act. See 
Investment Company Act Release No. 27661, (January 17, 2007) (File 
No. 812-13208).
    \8\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, BFA and its related personnel are subject to 
the provisions of Rule 204A-1 under the Advisers Act relating to 
codes of ethics. This Rule requires investment advisers to adopt a 
code of ethics that reflects the fiduciary nature of the 
relationship to clients as well as compliance with other applicable 
securities laws. Accordingly, procedures designed to prevent the 
communication and misuse of non-public information by an investment 
adviser must be consistent with Rule 204A-1 under the Advisers Act. 
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful 
for an investment adviser to provide investment advice to clients 
unless such investment adviser has (i) adopted and implemented 
written policies and procedures reasonably designed to prevent 
violation, by the investment adviser and its supervised persons, of 
the Advisers Act and the Commission rules adopted thereunder; (ii) 
implemented, at a minimum, an annual review regarding the adequacy 
of the policies and procedures established pursuant to subparagraph 
(i) above and the effectiveness of their implementation; and (iii) 
designated an individual (who is a supervised person) responsible 
for administering the policies and procedures adopted under 
subparagraph (i) above.
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S&P AMT-Free Municipal Series Dec 2026 Index\TM\
    According to the Registration Statement, the investment objective 
of the Fund is to track the investment results of an index composed of 
investment-grade U.S. municipal bonds maturing after December 31, 2025 
and before December 2, 2026. Specifically, the Fund will seek to track 
the investment results (before fees and expenses) of the S&P AMT-Free 
Municipal Series December 2026 Index\TM\ (the ``2026 Index''), which 
measures the performance of investment-grade, non-callable U.S. 
municipal bonds maturing in 2026.\9\ As of July 13, 2018, there were 
3,331 issues in the 2026 Index.
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    \9\ The 2026 Index is a product of S&P Dow Jones Indices LLC 
(the ``Index Provider''), which is independent of the Fund and BFA. 
The Index Provider determines the composition and relative 
weightings of the securities in the 2026 Index and publishes 
information regarding the market value of the 2026 Index. The Index 
Provider is not a broker-dealer or affiliated with a broker-dealer 
and has implemented procedures designed to prevent the use and 
dissemination of material, non-public information regarding the 2026 
Index.
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    The 2026 Index includes municipal bonds primarily from issuers that 
are state or local governments or agencies such that the interest on 
the bonds is exempt from U.S. federal income taxes. Each bond must 
have, inter alia, a minimum maturity par amount of $2 million to be 
eligible for inclusion in the 2026 Index. To remain in the 2026 Index, 
bonds must maintain a minimum par amount greater than or equal to $2 
million, and must not be subject to the federal alternative minimum tax 
(``AMT'') as of each rebalancing date. All bonds in the 2026 Index will 
mature after December 31, 2025 and before December 2, 2026. Bonds in 
the 2026 Index that mature or are pre-refunded in their respective year 
of maturity do not accrue interest past the maturity or pre-refund 
date. All payments related to the maturity or pre-refunding of a bond 
are reinvested in tax-exempt cash or cash equivalents for the duration 
of each month.
    The Fund will generally invest, under normal market conditions,\10\ 
at least 90% of its assets in component securities of the 2026 Index, 
except during the last months of the Fund's operations, as described 
below. From time to time when conditions warrant, however, the Fund may 
invest, under normal market conditions, at least 80% of its assets in 
the component securities of the 2026 Index.
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    \10\ The term ``under normal market conditions'' as used herein 
includes, but is not limited to, the absence of adverse market, 
economic, political or other conditions, including extreme 
volatility or trading halts in the fixed income markets or the 
financial markets generally; operational issues (such as systems 
failure) causing dissemination of inaccurate market information; or 
force majeure type events, natural or man-made disaster, act of God, 
armed conflict, act of terrorism, riot or labor disruption or any 
similar intervening circumstance.
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    The Fund may invest the remainder of its assets in interest rate 
futures, interest rate options, interest rate swaps,\11\ cash and cash 
equivalents (including shares of money market funds affiliated with 
BFA), as well as in municipal securities not included in the 2026 
Index, but which BFA believes will help the Fund track the 2026 Index. 
The Fund will generally hold municipal securities issued by state and 
local municipalities whose interest payments are exempt from U.S. 
federal income tax, the federal AMT and the federal Medicare 
contribution tax. In the last months of operation, as the bonds held by 
the Fund mature, the proceeds will not be reinvested in bonds but 
instead will be held in cash and cash equivalents, including, without 
limitation, shares of

[[Page 52268]]

money market funds affiliated with BFA, AMT-free tax-exempt municipal 
notes, variable rate demand notes and obligations, tender option bonds 
and municipal commercial paper. These cash equivalents may not be 
included in the 2026 Index. Around December 2, 2026, the Fund will wind 
up and terminate, and its net assets will be distributed to then 
current shareholders.
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    \11\ The interest rate futures, interest rate options, and 
interest rate swaps will be centrally cleared and they will be 
collateralized.
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    For informational purposes, as of April 30, 2018, 76.30% of the 
weight of the 2026 Index components was comprised of individual 
maturities that were part of an entire municipal bond offering with a 
minimum original principal amount outstanding of $100 million or more 
for all maturities of the offering. In addition, the total dollar 
amount outstanding of issues in the 2026 Index was approximately $30.8 
billion, the total market value of issues in the 2026 Index was $35.2 
billion, and the average dollar amount outstanding of issues in the 
2026 Index was approximately $10,579,000. Further, the most heavily 
weighted component represented 1.36% of the weight of the 2026 Index 
and the five most heavily weighted components represented 4.24% of the 
weight of the 2026 Index.\12\ Therefore, the Exchange believes that, 
notwithstanding that the 2026 Index does not satisfy the criterion in 
NYSE Arca Rule 5.2-E(j)(3), Commentary .02(a)(2), the 2026 Index is 
sufficiently broad-based to deter potential manipulation, given that it 
is comprised of approximately 3,331 issues.
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    \12\ Commentary .02(a)(4) to NYSE Arca Rule 5.2-E(j)(3) provides 
that no component fixed-income security (excluding Treasury 
Securities and GSE Securities, as defined therein) shall represent 
more than 30% of the weight of the index or portfolio, and the five 
most heavily weighted component fixed-income securities in the index 
or portfolio shall not in the aggregate account for more than 65% of 
the weight of the index or portfolio.
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    The Exchange is submitting this proposed rule change because the 
2026 Index for the Fund does not meet all of the ``generic'' listing 
requirements of Commentary .02(a) to NYSE Arca Rule 5.2-E(j)(3) 
applicable to the listing of Units based on fixed income securities 
indexes. The 2026 Index meets all such requirements except for those 
set forth in Commentary .02(a)(2).\13\ Specifically, as of April 30, 
2018, 9.43% of the weight of the 2026 Index components have a minimum 
original principal amount outstanding of $100 million or more.
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    \13\ Commentary .02(a)(2) to NYSE Arca Rule 5.2-E(j)(3) provides 
that components that in the aggregate account for at least 75% of 
the weight of the index or portfolio each shall have a minimum 
original principal amount outstanding of $100 million or more.
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Requirement for Index Constituents
    On a continuous basis, (1) the Index will contain at least 500 
components; and (2) each of the components of the Index will have an 
outstanding par value of at least $2 million.
    The Exchange notes that, in the iShares Orders, the Commission 
approved Exchange listing and trading of Units for which each bond in 
the applicable underlying index must have a minimum maturity par amount 
of $2 million to be eligible for inclusion in such index, and each such 
index included at least 500 components.\14\
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    \14\ See note 5, supra.
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    In addition, the Exchange represents that: (1) Except for 
Commentary .02(a)(2) to Rule 5.2-E(j)(3), the 2026 Index currently 
satisfies all of the generic listing standards under NYSE Arca Rule 
5.2-E(j)(3); (2) the continued listing standards under Commentary .02 
to NYSE Arca Rule 5.2-E(j)(3), as applicable to Units based on fixed 
income securities, will apply to the Shares of the Fund; and (3) the 
issuer of the Fund is required to comply with Rule 10A-3 \15\ under the 
Act for the initial and continued listing of the Shares. The Exchange 
represents that the Fund will comply with all other requirements 
applicable to Units, including, but not limited to, requirements 
relating to the dissemination of key information such as the value of 
the Index and the Intraday Indicative Value (``IIV''),\16\ rules 
governing the trading of equity securities, trading hours, trading 
halts, surveillance, information barriers and the Information Bulletin, 
as set forth in the Exchange rules applicable to Units and prior 
Commission orders approving the generic listing rules applicable to the 
listing and trading of Units.\17\
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    \15\ 17 CFR 240.10A-3.
    \16\ The IIV will be widely disseminated by one or more major 
market data vendors at least every 15 seconds during the Exchange's 
Core Trading Session (normally, 9:30 a.m. to 4:00 p.m., E.T.). 
Currently, it is the Exchange's understanding that several major 
market data vendors display and/or make widely available IIV taken 
from CTA or other data feeds.
    \17\ See, e.g., Securities Exchange Act Release Nos. 55783 (May 
17, 2007), 72 FR 29194 (May 24, 2007) (SR-NYSEArca-2007-36) (order 
approving NYSE Arca generic listing standards for Units based on a 
fixed income index); 44551 (July 12, 2001), 66 FR 37716 (July 19, 
2001) (SR-PCX-2001-14) (order approving generic listing standards 
for Units and Portfolio Depositary Receipts); 41983 (October 6, 
1999), 64 FR 56008 (October 15, 1999) (SR-PCX-98-29) (order 
approving rules for listing and trading of Units).
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Additional Information
    The current value of the Index will be widely disseminated by one 
or more major market data vendors at least once per day, as required by 
Commentary .02(b)(ii) to NYSE Arca Rule 5.2-E(j)(3). The portfolio of 
securities held by the Fund will be disclosed daily on the Fund's 
website www.iShares.com.
Creation and Redemption of Shares
    According to the Registration Statement, the Fund will issue and 
redeem Shares on a continuous basis at the net asset value per Share 
(``NAV'') only in a large specified number of Shares called a 
``Creation Unit'', or multiples thereof, with each Creation Unit 
consisting of 50,000 Shares, provided, however, that from time to time 
the Fund may change the number of Shares (or multiples thereof) 
required for each Creation Unit if the Fund determines such a change 
would be in the best interests of the Fund.
    The consideration for purchase of Creation Units of the Fund 
generally will consist of the in-kind deposit of a designated portfolio 
of securities (including any portion of such securities for which cash 
may be substituted), which constitutes a representative sample of the 
securities of the 2026 Index \18\ (the ``Deposit Securities'') and a 
cash component (the ``Cash Component'') computed as described below. 
Together, the Deposit Securities and the Cash Component constitute the 
``Fund Deposit,'' which represents the minimum initial and subsequent 
investment amount for a Creation Unit of the Fund.
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    \18\ According to the Registration Statement, ``representative 
sampling'' is an indexing strategy that involves investing in a 
representative sample of securities that collectively has an 
investment profile similar to the 2026 Index. The securities 
selected are expected to have, in the aggregate, investment 
characteristics (based on factors such as market capitalization and 
industry weightings), fundamental characteristics (such as return 
variability, duration, maturity or credit ratings and yield) and 
liquidity measures similar to those of the Index. The Fund may or 
may not hold all of the securities in the 2026 Index.
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    The portfolio of securities required for purchase of a Creation 
Unit may not be identical to the portfolio of securities the Fund will 
deliver upon redemption of the Fund's Shares. The Deposit Securities 
and Fund Securities (as defined below), as the case may be, in 
connection with a purchase or redemption of a Creation Unit, generally 
will correspond pro rata, to the extent practicable, to the securities 
held by the Fund. As the planned termination date of the Fund 
approaches, and particularly as the bonds held by the Fund begin to 
mature, the Fund would expect to effect both creations and redemptions 
increasingly for cash.
    The Cash Component will be an amount equal to the difference 
between

[[Page 52269]]

the NAV of the Shares (per Creation Unit) and the ``Deposit Amount,'' 
which will be an amount equal to the market value of the Deposit 
Securities, and serve to compensate for any differences between the NAV 
per Creation Unit and the Deposit Amount. The Fund currently will offer 
Creation Units for in-kind deposits but reserves the right to utilize a 
``cash'' option in lieu of some or all of the applicable Deposit 
Securities for creation of Shares.
    BFA will make available through the National Securities Clearing 
Corporation (``NSCC'') on each business day, prior to the opening of 
business on the Exchange, the list of names and the required number or 
par value of each Deposit Security and the amount of the Cash Component 
to be included in the current Fund Deposit (based on information as of 
the end of the previous business day) for the Fund.
    The identity and number or par value of the Deposit Securities 
change pursuant to changes in the composition of the Fund's portfolio 
and as rebalancing adjustments and corporate action events are 
reflected from time to time by BFA with a view to the investment 
objective of the Fund. The composition of the Deposit Securities may 
also change in response to adjustments to the weighting or composition 
of the component securities constituting the 2026 Index.
    The Fund reserves the right to permit or require the substitution 
of a ``cash in lieu'' amount to be added to the Cash Component to 
replace any Deposit Security that may not be available in sufficient 
quantity for delivery or that may not be eligible for transfer through 
the Depository Trust Company (``DTC'') or the clearing process through 
the Continuous Net Settlement System of the NSCC or that the Authorized 
Participant is not able to trade due to a trading restriction.
    Creation Units may be purchased only by or through a DTC 
participant that has entered into an ``Authorized Participant 
Agreement'' (as described in the Registration Statement) with the 
Distributor (an ``Authorized Participant''). All creation orders must 
be placed for one or more Creation Units and must be received by the 
Distributor in proper form no later than the closing time of the 
regular trading session of the Exchange (normally 4:00 p.m., Eastern 
time (``E.T.'')) in each case on the date such order is placed in order 
for creation of Creation Units to be effected based on the NAV of 
Shares of the Fund as next determined on such date after receipt of the 
order in proper form.
    Shares of the Fund may be redeemed only in Creation Units at the 
NAV next determined after receipt of a redemption request in proper 
form by the Distributor and only on a business day. BFA will make 
available through the NSCC, prior to the opening of business on the 
Exchange on each business day, the designated portfolio of securities 
(including any portion of such securities for which cash may be 
substituted) that will be applicable (subject to possible amendment or 
correction) to redemption requests received in proper form on that day 
(the ``Fund Securities''). Fund Securities received on redemption may 
not be identical to Deposit Securities that are applicable to creations 
of Creation Units.
    Unless cash redemptions are available or specified for the Fund, 
the redemption proceeds for a Creation Unit generally will consist of a 
specified amount of cash, Fund Securities, plus additional cash in an 
amount equal to the difference between the NAV of the Shares being 
redeemed, as next determined after the receipt of a request in proper 
form, and the value of the specified amount of cash and Fund 
Securities, less a redemption transaction fee. The Fund currently will 
redeem Shares for Fund Securities, but reserves the right to utilize a 
``cash'' option for redemption of Shares.
    Redemption requests for Creation Units of the Fund must be 
submitted to the Distributor by or through an Authorized Participant no 
later than 4:00 p.m. E.T. on any business day, in order to receive that 
day's NAV. The Authorized Participant must transmit the request for 
redemption in the form required by the Fund to the Distributor in 
accordance with procedures set forth in the Authorized Participant 
Agreement.
Availability of Information
    On each business day, the Fund will disclose on its website 
(www.iShares.com) the portfolio that will form the basis for the Fund's 
calculation of NAV at the end of the business day.
    On a daily basis, the Fund will disclose for each portfolio 
security or other financial instrument of the Fund the following 
information on the Fund's website: Ticker symbol (if applicable), name 
of security and financial instrument, a common identifier such as CUSIP 
or ISIN (if applicable), number of shares (if applicable), and dollar 
value of securities and financial instruments held in the portfolio, 
and percentage weighting of the security and financial instrument in 
the portfolio. The website information will be publicly available at no 
charge. The current value of the Index will be widely disseminated by 
one or more major market data vendors at least once per day, as 
required by NYSE Arca Rule 5.2-E(j)(3), Commentary .02(b)(ii).
    The IIV for Shares of the Fund will be disseminated by one or more 
major market data vendors, updated at least every 15 seconds during the 
Exchange's Core Trading Session, as required by NYSE Arca Rule 5.2-
E(j)(3), Commentary .02(c). The current value of the Index would be 
widely disseminated by one or more major market data vendors at least 
once per day, as required by NYSE Arca Rule 5.2-(j)(3), Commentary .02 
(b)(ii). In addition, the portfolio of securities held by the Fund will 
be disclosed daily on the Fund's website.
    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), the Fund's Shareholder Reports, and its Form N-
CSR and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder 
Reports are available free upon request from the Trust, and those 
documents and the Form N-CSR and Form N-SAR may be viewed on-screen or 
downloaded from the Commission's website at www.sec.gov. Information 
regarding market price and trading volume of the Shares will be 
continually available on a real-time basis throughout the day on 
brokers' computer screens and other electronic services. Information 
regarding the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers.
    Quotation and last sale information for the Shares of the Fund will 
be available via the Consolidated Tape Association (``CTA'') high speed 
line. Quotation information for investment company securities may be 
obtained through nationally recognized pricing services through 
subscription agreements or from brokers and dealers who make markets in 
such securities. Price information regarding municipal bonds is 
available from third party pricing services and major market data 
vendors. Trade price and other information relating to municipal bonds 
is available through the Municipal Securities Rulemaking Board's 
Electronic Municipal Market Access (``EMMA'') system.
    Quotation information for OTC swaps agreements may be obtained from 
brokers and dealers who make markets in such instruments. Quotation 
information for exchange-traded swaps, futures and options will be 
available from the applicable exchange and/or major market vendors.

[[Page 52270]]

Surveillance
    The Exchange represents that trading in the Shares of the Fund will 
be 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 the Shares of the Fund in all 
trading sessions and to deter and detect violations of Exchange rules 
and federal securities laws applicable to trading on the Exchange.\19\
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    \19\ 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 surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares, certain futures 
and certain options with other markets and other entities that are 
members of the Intermarket Surveillance Group (``ISG''), and the 
Exchange or FINRA, on behalf of the Exchange, or both, may obtain 
trading information regarding trading in the Shares, certain futures 
and certain options from such markets and other entities. In addition, 
the Exchange may obtain information regarding trading in the Shares, 
certain futures and certain options from markets and other entities 
that are members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement. FINRA also can access 
data obtained from the Municipal Securities Rulemaking Board relating 
to municipal bond trading activity for surveillance purposes in 
connection with trading in the Shares.
    The Exchange represents that at least 90% of the weight of Fund 
holdings invested in exchange-traded futures contracts and exchange-
traded options will be traded on an exchange that is a member of the 
ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \20\ in general and Section 6(b)(5) of the Act \21\ in 
particular in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in facilitating transactions in securities, to remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system and, in general, to protect investors and the 
public interest.
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    \20\ 15 U.S.C. 78f.
    \21\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares of the Fund will be listed and traded on the Exchange pursuant 
to the initial and continued listing criteria in NYSE Arca Rule 5.2-
E(j)(3), except for the requirement in Commentary .02(a)(2) that the 
component fixed income securities, in the aggregate, account for at 
least 75% of the weight of the index each shall have a minimum 
principal amount outstanding of $100 million or more. The Exchange 
represents that trading in the Shares will be subject to the existing 
trading surveillances administered by the Exchange as well as cross-
market surveillances administered by FINRA on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and federal 
securities laws applicable to trading on the Exchange.\22\ The Exchange 
represents that these procedures are adequate to properly monitor 
Exchange trading of the Shares in all trading sessions and to deter and 
detect violations of Exchange rules and federal securities laws 
applicable to trading on the Exchange. The Exchange or FINRA, on behalf 
of the Exchange, or both, will communicate as needed regarding trading 
in the Shares, certain futures and certain options with other markets 
that are members of the ISG. In addition, the Exchange will communicate 
as needed regarding trading in the Shares, certain futures and certain 
options with other markets that are members of the ISG or with which 
the Exchange has in place a comprehensive surveillance sharing 
agreement. FINRA also can access data obtained from the Municipal 
Securities Rulemaking Board relating to municipal bond trading activity 
for surveillance purposes in connection with trading in the Shares of 
the Fund. At least 90% of the weight of Fund holdings invested in 
exchange-traded futures contracts and exchange-traded options will be 
traded on an exchange that is a member of the ISG or with which the 
Exchange has in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    \22\ 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.
---------------------------------------------------------------------------

    As discussed above, the Exchange believes that the Index is 
sufficiently broad-based to deter potential manipulation. For 
informational purposes, as of April 30, 2018, 76.30% of the weight of 
the 2026 Index components was comprised of individual maturities that 
were part of an entire municipal bond offering with a minimum original 
principal amount outstanding of $100 million or more for all maturities 
of the offering. In addition, the total dollar amount outstanding of 
issues in the 2026 Index was approximately $30.8 billion, the total 
market value of issues in the 2026 Index was $35.2 billion, and the 
average dollar amount outstanding of issues in the 2026 Index was 
approximately $10,579,000. Further, the most heavily weighted component 
represented 1.36% of the weight of the 2026 Index and the five most 
heavily weighted components represented 4.24% of the weight of the 2026 
Index.\23\ Therefore, the Exchange believes that, notwithstanding that 
the 2026 Index does not satisfy the criterion in NYSE Arca Rule 5.2-
E(j)(3), Commentary .02(a)(2), the 2026 Index is sufficiently broad-
based to deter potential manipulation, given that it is comprised of 
approximately 3,331 issues.
---------------------------------------------------------------------------

    \23\ Commentary .02(a)(4) to NYSE Arca Rule 5.2-E(j)(3) provides 
that no component fixed-income security (excluding Treasury 
Securities and GSE Securities, as defined therein) shall represent 
more than 30% of the weight of the index or portfolio, and the five 
most heavily weighted component fixed-income securities in the index 
or portfolio shall not in the aggregate account for more than 65% of 
the weight of the index or portfolio.
---------------------------------------------------------------------------

    On a continuous basis, (1) the Index will contain at least 500 
components; and (2) each of the components of the Index will have an 
outstanding par value of at least $2 million. As noted above, in the 
iShares Orders, the Commission approved Exchange listing and trading of 
Units for which each bond in the applicable underlying index must have 
a minimum maturity par amount of $2 million to be eligible for 
inclusion in such index, and each such index included at least 500 
components.\24\ In each of the iShares Orders, the Commission stated 
that the

[[Page 52271]]

applicable index was sufficiently broad-based and liquid to deter 
potential manipulation.\25\
---------------------------------------------------------------------------

    \24\ See note 5, supra.
    \25\ See the iShares Orders, note 5, supra.
---------------------------------------------------------------------------

    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that a large amount of information will be publicly available regarding 
the Fund and the Shares, thereby promoting market transparency. The 
Fund's portfolio holdings will be disclosed on the Fund's website daily 
after the close of trading on the Exchange. Moreover, the IIV will be 
widely disseminated by one or more major market data vendors at least 
every 15 seconds during the Exchange's Core Trading Session. The 
current value of the Index will be disseminated by one or more major 
market data vendors at least once per day. Information regarding market 
price and trading volume of the Shares will be continually available on 
a real-time basis throughout the day on brokers' computer screens and 
other electronic services, and quotation and last sale information will 
be available via the CTA high-speed line. The website for the Fund will 
include the prospectus for the Fund and additional data relating to NAV 
and other applicable quantitative information. Moreover, prior to the 
commencement of trading, the Exchange will inform its ETP Holders in an 
Information Bulletin of the special characteristics and risks 
associated with trading the Shares.
    If the Exchange becomes aware that the NAV is not being 
disseminated to all market participants at the same time, it will halt 
trading in the Shares until such time as the NAV is available to all 
market participants. With respect to trading halts, the Exchange may 
consider all relevant factors in exercising its discretion to halt or 
suspend trading in the Shares of the Fund. Trading also may be halted 
because of market conditions or for reasons that, in the view of the 
Exchange, make trading in the Shares inadvisable. If the IIV or the 
Index value is not being disseminated as required, the Exchange may 
halt trading during the day in which the interruption to the 
dissemination of the IIV or Index value occurs. If the interruption to 
the dissemination of the IIV or Index value persists past the trading 
day in which it occurred, the Exchange will halt trading. Trading in 
Shares of the Fund will be halted if the circuit breaker parameters in 
NYSE Arca Rule 7.12-E have been reached or because of market conditions 
or for reasons that, in the view of the Exchange, make trading in the 
Shares inadvisable, and trading in the Shares will be subject to NYSE 
Arca Rule 7.34-E, which sets forth circumstances under which Shares of 
the Fund may be halted. In addition, investors will have ready access 
to information regarding the IIV, and quotation and last sale 
information for the Shares.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of exchange-traded fund that holds municipal bonds 
and that will enhance competition among market participants, to the 
benefit of investors and the marketplace. As noted above, the Exchange 
has in place surveillance procedures relating to trading in the Shares 
and may obtain information via ISG from other exchanges that are 
members of ISG or with which the Exchange has entered into a 
comprehensive surveillance sharing agreement. In addition, investors 
will have ready access to information regarding the IIV and quotation 
and last sale information for the Shares.
    For the above reasons, the Exchange believes that the proposed rule 
change is consistent with the requirements of Section 6(b)(5) of the 
Act.\26\
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of an 
additional type of Units based on a municipal bond index that will 
enhance competition among market participants, to the benefit of 
investors and the marketplace.

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

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

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \27\ and Rule 19b-
4(f)(6) thereunder.\28\
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78s(b)(3)(A).
    \28\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \29\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \30\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has requested that the Commission waive the 30-day operative delay so 
that the proposed rule change may become operative upon filing. The 
Exchange states that waiver of the 30-day delayed operative date is 
consistent with the protection of investors and the public interest 
because the Commission has previously approved listing and trading of 
Units based on indexes with similar characteristics as those of the 
Index.\31\ Additionally, the Exchange asserts that waiver will permit 
the prompt listing and trading of an additional issue of Units that 
principally holds municipal securities, which will enhance competition 
among issuers, investment advisers and other market participants with 
respect to listing and trading of issues of Units that hold municipal 
securities. The Commission believes that the proposal raises no new or 
novel regulatory issues and waiver of the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
The Commission therefore waives the 30-day operative delay and 
designates the proposed rule change to be operative upon filing.\32\
---------------------------------------------------------------------------

    \29\ 17 CFR 240.19b-4(f)(6).
    \30\ 17 CFR 240.19b-4(f)(6)(iii).
    \31\ See supra note 5.
    \32\ For purposes only of waiving the 30-day operative delay, 
the Commission also has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the

[[Page 52272]]

Commission takes such action, the Commission shall institute 
proceedings to determine whether the proposed rule change should be 
approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEARCA-2018-70 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEARCA-2018-70. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEARCA-2018-70, and should be 
submitted on or before November 6, 2018.
---------------------------------------------------------------------------

    \33\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\33\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-22428 Filed 10-15-18; 8:45 am]
BILLING CODE 8011-01-P



                                              52266                        Federal Register / Vol. 83, No. 200 / Tuesday, October 16, 2018 / Notices

                                              receives the benefit of a reduced fee                   Electronic Comments                                      SECURITIES AND EXCHANGE
                                              when intending to add liquidity.                                                                                 COMMISSION
                                                                                                         • Use the Commission’s internet
                                              B. Self-Regulatory Organization’s                       comment form (http://www.sec.gov/
                                              Statement on Burden on Competition                                                                               [Release No. 34–84396; File No. SR–
                                                                                                      rules/sro.shtml); or
                                                                                                                                                               NYSEARCA–2018–70]
                                                 The Exchange does not believe that                      • Send an email to rule-comments@
                                              the proposed rule change will impose                    sec.gov. Please include File Number SR–                  Self-Regulatory Organizations; NYSE
                                              any burden on intramarket or                            CboeEDGX–2018–043 on the subject                         Arca, Inc.; Notice of Filing and
                                              intermarket competition that is not                     line.                                                    Immediate Effectiveness of Proposed
                                              necessary or appropriate in furtherance                                                                          Rule Change Relating To Listing and
                                              of the purposes of the Act. In particular,              Paper Comments
                                                                                                                                                               Trading of Shares of the iShares iBond
                                              the Exchange believes the proposed rule                   • Send paper comments in triplicate                    Dec 2026 Term Muni Bond ETF Under
                                              change will not burden intramarket                                                                               Commentary .02 to NYSE Arca Rule
                                                                                                      to Secretary, Securities and Exchange
                                              competition because the Post Only                                                                                5.2–E(j)(3)
                                                                                                      Commission, 100 F Street NE,
                                              Order instruction on complex orders
                                                                                                      Washington, DC 20549–1090.
                                              will be available to all market                                                                                  October 10, 2018.
                                              participants. Additionally, use of the                  All submissions should refer to File                        Pursuant to Section 19(b)(1) 1 of the
                                              Post Only Order instruction on complex                  Number SR–CboeEDGX–2018–043. This                        Securities Exchange Act of 1934 (the
                                              orders is voluntary. The Exchange also                  file number should be included on the
                                              believes the proposed rule change will                                                                           ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                                                                                      subject line if email is used. To help the               notice is hereby given that, on
                                              not impose any burden on intermarket                    Commission process and review your
                                              competition because this relates to an                                                                           September 26, 2018, NYSE Arca, Inc.
                                                                                                      comments more efficiently, please use                    (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed
                                              instruction on orders that are submitted                only one method. The Commission will
                                              to the Exchange and may only execute                                                                             with the Securities and Exchange
                                                                                                      post all comments on the Commission’s                    Commission (the ‘‘Commission’’) the
                                              on the Exchange. Additionally, nothing                  internet website (http://www.sec.gov/
                                              prevents other options exchanges that                                                                            proposed rule change as described in
                                                                                                      rules/sro.shtml). Copies of the                          Items I and II below, which Items have
                                              offer complex orders from adopting a                    submission, all subsequent
                                              Post Only complex order type. The                                                                                been prepared by the self-regulatory
                                                                                                      amendments, all written statements                       organization. The Commission is
                                              Exchange also believes the proposed                     with respect to the proposed rule
                                              rule change will promote competition,                                                                            publishing this notice to solicit
                                                                                                      change that are filed with the                           comments on the proposed rule change
                                              as the Exchange believes it will
                                                                                                      Commission, and all written                              from interested persons.
                                              encourage the provision of additional
                                                                                                      communications relating to the
                                              liquidity in the complex order market,
                                                                                                      proposed rule change between the                         I. Self-Regulatory Organization’s
                                              which benefits all market participants.
                                                                                                      Commission and any person, other than                    Statement of the Terms of Substance of
                                              C. Self-Regulatory Organization’s                       those that may be withheld from the                      the Proposed Rule Change
                                              Statement on Comments on the                            public in accordance with the
                                              Proposed Rule Change Received From                      provisions of 5 U.S.C. 552, will be                         The Exchange proposes to list and
                                              Members, Participants, or Others                        available for website viewing and                        trade shares of the iShares iBond Dec
                                                                                                      printing in the Commission’s Public                      2026 Term Muni Bond ETF (the
                                                The Exchange neither solicited nor                                                                             ‘‘Fund’’) pursuant to NYSE Arca Rule
                                              received comments on the proposed                       Reference Room, 100 F Street NE,
                                                                                                      Washington, DC 20549 on official                         5.2–E(j)(3), Commentary .02. The
                                              rule change.                                                                                                     proposed rule change is available on the
                                                                                                      business days between the hours of
                                              III. Date of Effectiveness of the                       10:00 a.m. and 3:00 p.m. Copies of the                   Exchange’s website at www.nyse.com, at
                                              Proposed Rule Change and Timing for                     filing also will be available for                        the principal office of the Exchange, and
                                              Commission Action                                       inspection and copying at the principal                  at the Commission’s Public Reference
                                                                                                      office of the Exchange. All comments                     Room.
                                                 Within 45 days of the date of
                                              publication of this notice in the Federal               received will be posted without change.                  II. Self-Regulatory Organization’s
                                              Register or within such longer period (i)               Persons submitting comments are                          Statement of the Purpose of, and
                                              as the Commission may designate up to                   cautioned that we do not redact or edit                  Statutory Basis for, the Proposed Rule
                                              90 days of such date if it finds such                   personal identifying information from                    Change
                                              longer period to be appropriate and                     comment submissions. You should
                                              publishes its reasons for so finding or                 submit only information that you wish                      In its filing with the Commission, the
                                              (ii) as to which the Exchange consents,                 to make available publicly. All                          self-regulatory organization included
                                              the Commission will: (a) By order                       submissions should refer to File                         statements concerning the purpose of,
                                              approve or disapprove such proposed                     Number SR–CboeEDGX–2018–043, and                         and basis for, the proposed rule change
                                              rule change, or (b) institute proceedings               should be submitted on or before                         and discussed any comments it received
                                              to determine whether the proposed rule                  November 6, 2018.                                        on the proposed rule change. The text
                                              change should be disapproved.                             For the Commission, by the Division of                 of those statements may be examined at
                                                                                                      Trading and Markets, pursuant to delegated               the places specified in Item IV below.
                                              IV. Solicitation of Comments
                                                                                                      authority.6                                              The Exchange has prepared summaries,
amozie on DSK3GDR082PROD with NOTICES1




                                                Interested persons are invited to                     Eduardo A. Aleman,
                                                                                                                                                               set forth in sections A, B, and C below,
                                              submit written data, views, and                                                                                  of the most significant parts of such
                                              arguments concerning the foregoing,                     Assistant Secretary.
                                                                                                                                                               statements.
                                              including whether the proposed rule                     [FR Doc. 2018–22426 Filed 10–15–18; 8:45 am]
                                              change is consistent with the Act.                      BILLING CODE 8011–01–P                                     1 15 U.S.C. 78s(b)(1).
                                              Comments may be submitted by any of                                                                                2 15 U.S.C. 78a.
                                              the following methods:                                    6 17   CFR 200.30–3(a)(12).                              3 17 CFR 240.19b–4.




                                         VerDate Sep<11>2014   18:44 Oct 15, 2018   Jkt 247001   PO 00000   Frm 00079   Fmt 4703      Sfmt 4703   E:\FR\FM\16OCN1.SGM   16OCN1


                                                                           Federal Register / Vol. 83, No. 200 / Tuesday, October 16, 2018 / Notices                                                       52267

                                              A. Self-Regulatory Organization’s                       Advisors (‘‘BFA’’) will be the                             The 2026 Index includes municipal
                                              Statement of the Purpose of, and                        investment advisor for the Fund.8 State                 bonds primarily from issuers that are
                                              Statutory Basis for, the Proposed Rule                  Street Bank and Trust Company will                      state or local governments or agencies
                                              Change                                                  serve as the custodian, administrator,                  such that the interest on the bonds is
                                                                                                      and transfer agent for the Fund.                        exempt from U.S. federal income taxes.
                                              1. Purpose                                                                                                      Each bond must have, inter alia, a
                                                                                                      Blackrock Investments, LLC will act as
                                                 The Exchange proposes to list and                    the distributor for the Fund’s Shares.                  minimum maturity par amount of $2
                                              trade shares (‘‘Shares’’) of the Fund                                                                           million to be eligible for inclusion in the
                                              under Commentary .02 to NYSE Arca                       S&P AMT-Free Municipal Series Dec                       2026 Index. To remain in the 2026
                                              Rule 5.2–E(j)(3), which governs the                     2026 IndexTM                                            Index, bonds must maintain a minimum
                                              listing and trading of Investment                         According to the Registration                         par amount greater than or equal to $2
                                              Company Units (‘‘Units’’) 4 based on                    Statement, the investment objective of                  million, and must not be subject to the
                                              fixed income securities indexes.5 As                    the Fund is to track the investment                     federal alternative minimum tax
                                              discussed below, the Exchange is                        results of an index composed of                         (‘‘AMT’’) as of each rebalancing date.
                                              submitting this proposed rule change                    investment-grade U.S. municipal bonds                   All bonds in the 2026 Index will mature
                                              because the ‘‘Index’’ (as defined below)                maturing after December 31, 2025 and                    after December 31, 2025 and before
                                              does not meet all of the ‘‘generic’’ listing            before December 2, 2026. Specifically,                  December 2, 2026. Bonds in the 2026
                                              requirements of Commentary .02 to                       the Fund will seek to track the                         Index that mature or are pre-refunded in
                                              NYSE Arca Rule 5.2–E(j)(3) applicable                   investment results (before fees and                     their respective year of maturity do not
                                              to the listing of Units based on fixed                  expenses) of the S&P AMT-Free                           accrue interest past the maturity or pre-
                                              income securities indexes. The Index                    Municipal Series December 2026                          refund date. All payments related to the
                                              meets all such requirements except for                  IndexTM (the ‘‘2026 Index’’), which                     maturity or pre-refunding of a bond are
                                              those set forth in Commentary .02(a)(2).6               measures the performance of                             reinvested in tax-exempt cash or cash
                                                                                                      investment-grade, non-callable U.S.                     equivalents for the duration of each
                                              Description of the Shares and the Fund
                                                                                                      municipal bonds maturing in 2026.9 As                   month.
                                                The Fund is a series of the iShares                   of July 13, 2018, there were 3,331 issues                  The Fund will generally invest, under
                                              Trust (the ‘‘Trust’’).7 Blackrock Fund                  in the 2026 Index.                                      normal market conditions,10 at least
                                                                                                                                                              90% of its assets in component
                                                 4 An open-end investment company that issues
                                                                                                      1A under the Securities Act of 1933 (15 U.S.C. 77a),    securities of the 2026 Index, except
                                              Units, listed and traded on the Exchange under          and under the 1940 Act relating to the Fund (File       during the last months of the Fund’s
                                              NYSE Arca Rule 5.2–E(j)(3), seeks to provide            Nos. 333–92935 and 811–09729) (‘‘Registration
                                              investment results that correspond generally to the     Statement’’). The description of the operation of the
                                                                                                                                                              operations, as described below. From
                                              price and yield performance of a specific foreign or    Trust and the Fund herein is based, in part, on the     time to time when conditions warrant,
                                              domestic stock index, fixed income securities index     Registration Statement. In addition, the                however, the Fund may invest, under
                                              or combination thereof.                                 Commission has issued an order granting certain         normal market conditions, at least 80%
                                                 5 The Commission previously has approved             exemptive relief to the Trust under the 1940 Act.
                                              proposed rule changes relating to listing and trading   See Investment Company Act Release No. 27661,
                                                                                                                                                              of its assets in the component securities
                                              of funds based on municipal bond indexes. See,          (January 17, 2007) (File No. 812–13208).                of the 2026 Index.
                                              e.g., Securities Exchange Act Release Nos. 67985           8 An investment adviser to an open-end fund is          The Fund may invest the remainder of
                                              (October 4, 2012), 77 FR 61804 (October 11, 2012)       required to be registered under the Investment          its assets in interest rate futures, interest
                                              (SR–NYSEArca–2012–92) (order approving                  Advisers Act of 1940 (the ‘‘Advisers Act’’). As a
                                              proposed rule change to list and trade the iShares
                                                                                                                                                              rate options, interest rate swaps,11 cash
                                                                                                      result, BFA and its related personnel are subject to
                                              2018 S&P AMT-Free Municipal Series and iShares          the provisions of Rule 204A–1 under the Advisers        and cash equivalents (including shares
                                              2019 S&P AMT-Free Municipal Series under NYSE           Act relating to codes of ethics. This Rule requires     of money market funds affiliated with
                                              Arca Rule 5.2(j)(3), Commentary .02) (‘‘iShares         investment advisers to adopt a code of ethics that      BFA), as well as in municipal securities
                                              2018/2019 Order’’); 72523 (July 2, 2014), 79 FR         reflects the fiduciary nature of the relationship to
                                              39016 (July 9, 2014) (SR–NYSEArca–2014–37)
                                                                                                                                                              not included in the 2026 Index, but
                                                                                                      clients as well as compliance with other applicable
                                              (order approving proposed rule change to list and       securities laws. Accordingly, procedures designed       which BFA believes will help the Fund
                                              trade iShares 2020 S&P AMT-Free Municipal Series        to prevent the communication and misuse of non-         track the 2026 Index. The Fund will
                                              under NYSE Arca Rule 5.2(j)(3), Commentary .02)         public information by an investment adviser must        generally hold municipal securities
                                              (‘‘iShares 2020 Order’’); and 75468 (July 16, 2015),    be consistent with Rule 204A–1 under the Advisers
                                              80 FR 43500 (July 22, 2015) (SR–NYSEArca–2015–
                                                                                                                                                              issued by state and local municipalities
                                                                                                      Act. In addition, Rule 206(4)–7 under the Advisers
                                              25) (order approving proposed rule change to list       Act makes it unlawful for an investment adviser to      whose interest payments are exempt
                                              and trade the iShares iBonds Dec 2021 AMT-Free          provide investment advice to clients unless such        from U.S. federal income tax, the federal
                                              Muni Bond ETF and iShares iBonds Dec 2022               investment adviser has (i) adopted and                  AMT and the federal Medicare
                                              AMT-Free Muni Bond ETF under NYSE Arca Rule             implemented written policies and procedures
                                              5.2(j)(3), Commentary .02) (‘‘iShares 2021/2022
                                                                                                                                                              contribution tax. In the last months of
                                                                                                      reasonably designed to prevent violation, by the
                                              Order’’ and, together with the iShares 2018/2019        investment adviser and its supervised persons, of       operation, as the bonds held by the
                                              Order and the iShares 2020 Order, the ‘‘iShares         the Advisers Act and the Commission rules adopted       Fund mature, the proceeds will not be
                                              Orders’’); 82295 (December 12, 2017), 82 FR 60056       thereunder; (ii) implemented, at a minimum, an          reinvested in bonds but instead will be
                                              (December 18, 2017) (SR–NYSEArca–2017–56)               annual review regarding the adequacy of the
                                              (Notice of Filing of Amendment No. 3 and Order
                                                                                                                                                              held in cash and cash equivalents,
                                                                                                      policies and procedures established pursuant to
                                              Granting Accelerated Approval of a Proposed Rule        subparagraph (i) above and the effectiveness of their   including, without limitation, shares of
                                              Change, as Modified by Amendment No. 3, to List         implementation; and (iii) designated an individual
                                              and Trade Shares of Twelve Series of Investment         (who is a supervised person) responsible for               10 The term ‘‘under normal market conditions’’ as
                                              Company Units Pursuant to NYSE Arca Rule 5.2–           administering the policies and procedures adopted       used herein includes, but is not limited to, the
                                              E(j)(3)).                                               under subparagraph (i) above.                           absence of adverse market, economic, political or
                                                 6 Commentary .02(a)(2) provides that Fixed              9 The 2026 Index is a product of S&P Dow Jones       other conditions, including extreme volatility or
                                              Income Security components that in aggregate            Indices LLC (the ‘‘Index Provider’’), which is          trading halts in the fixed income markets or the
amozie on DSK3GDR082PROD with NOTICES1




                                              account for at least 75% of the Fixed Income            independent of the Fund and BFA. The Index              financial markets generally; operational issues
                                              Securities portion of the weight of the index or        Provider determines the composition and relative        (such as systems failure) causing dissemination of
                                              portfolio each shall have a minimum original            weightings of the securities in the 2026 Index and      inaccurate market information; or force majeure
                                              principal amount outstanding of $100 million or         publishes information regarding the market value of     type events, natural or man-made disaster, act of
                                              more.                                                   the 2026 Index. The Index Provider is not a broker-     God, armed conflict, act of terrorism, riot or labor
                                                 7 The Trust is registered under the Investment       dealer or affiliated with a broker-dealer and has       disruption or any similar intervening circumstance.
                                              Company Act of 1940 (15 U.S.C. 80a) (‘‘1940 Act’’).     implemented procedures designed to prevent the             11 The interest rate futures, interest rate options,

                                              On June 29, 2018, the Trust filed with the              use and dissemination of material, non-public           and interest rate swaps will be centrally cleared and
                                              Commission its registration statement on Form N–        information regarding the 2026 Index.                   they will be collateralized.



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                                              52268                        Federal Register / Vol. 83, No. 200 / Tuesday, October 16, 2018 / Notices

                                              money market funds affiliated with                      Requirement for Index Constituents                      per day, as required by Commentary
                                              BFA, AMT-free tax-exempt municipal                         On a continuous basis, (1) the Index                 .02(b)(ii) to NYSE Arca Rule 5.2–E(j)(3).
                                              notes, variable rate demand notes and                   will contain at least 500 components;                   The portfolio of securities held by the
                                              obligations, tender option bonds and                    and (2) each of the components of the                   Fund will be disclosed daily on the
                                              municipal commercial paper. These                       Index will have an outstanding par                      Fund’s website www.iShares.com.
                                              cash equivalents may not be included in                 value of at least $2 million.                           Creation and Redemption of Shares
                                              the 2026 Index. Around December 2,                         The Exchange notes that, in the
                                              2026, the Fund will wind up and                         iShares Orders, the Commission                             According to the Registration
                                              terminate, and its net assets will be                   approved Exchange listing and trading                   Statement, the Fund will issue and
                                              distributed to then current shareholders.               of Units for which each bond in the                     redeem Shares on a continuous basis at
                                                                                                      applicable underlying index must have                   the net asset value per Share (‘‘NAV’’)
                                                For informational purposes, as of                                                                             only in a large specified number of
                                              April 30, 2018, 76.30% of the weight of                 a minimum maturity par amount of $2
                                                                                                      million to be eligible for inclusion in                 Shares called a ‘‘Creation Unit’’, or
                                              the 2026 Index components was                                                                                   multiples thereof, with each Creation
                                              comprised of individual maturities that                 such index, and each such index
                                                                                                      included at least 500 components.14                     Unit consisting of 50,000 Shares,
                                              were part of an entire municipal bond                                                                           provided, however, that from time to
                                              offering with a minimum original                           In addition, the Exchange represents
                                                                                                      that: (1) Except for Commentary                         time the Fund may change the number
                                              principal amount outstanding of $100                                                                            of Shares (or multiples thereof) required
                                              million or more for all maturities of the               .02(a)(2) to Rule 5.2–E(j)(3), the 2026
                                                                                                      Index currently satisfies all of the                    for each Creation Unit if the Fund
                                              offering. In addition, the total dollar                                                                         determines such a change would be in
                                              amount outstanding of issues in the                     generic listing standards under NYSE
                                                                                                      Arca Rule 5.2–E(j)(3); (2) the continued                the best interests of the Fund.
                                              2026 Index was approximately $30.8                                                                                 The consideration for purchase of
                                              billion, the total market value of issues               listing standards under Commentary .02
                                                                                                      to NYSE Arca Rule 5.2–E(j)(3), as                       Creation Units of the Fund generally
                                              in the 2026 Index was $35.2 billion, and                                                                        will consist of the in-kind deposit of a
                                              the average dollar amount outstanding                   applicable to Units based on fixed
                                                                                                      income securities, will apply to the                    designated portfolio of securities
                                              of issues in the 2026 Index was                                                                                 (including any portion of such securities
                                              approximately $10,579,000. Further, the                 Shares of the Fund; and (3) the issuer of
                                                                                                      the Fund is required to comply with                     for which cash may be substituted),
                                              most heavily weighted component                                                                                 which constitutes a representative
                                              represented 1.36% of the weight of the                  Rule 10A–3 15 under the Act for the
                                                                                                      initial and continued listing of the                    sample of the securities of the 2026
                                              2026 Index and the five most heavily                                                                            Index 18 (the ‘‘Deposit Securities’’) and a
                                              weighted components represented                         Shares. The Exchange represents that
                                                                                                      the Fund will comply with all other                     cash component (the ‘‘Cash
                                              4.24% of the weight of the 2026 Index.12                                                                        Component’’) computed as described
                                              Therefore, the Exchange believes that,                  requirements applicable to Units,
                                                                                                      including, but not limited to,                          below. Together, the Deposit Securities
                                              notwithstanding that the 2026 Index                                                                             and the Cash Component constitute the
                                              does not satisfy the criterion in NYSE                  requirements relating to the
                                                                                                      dissemination of key information such                   ‘‘Fund Deposit,’’ which represents the
                                              Arca Rule 5.2–E(j)(3), Commentary                                                                               minimum initial and subsequent
                                              .02(a)(2), the 2026 Index is sufficiently               as the value of the Index and the
                                                                                                      Intraday Indicative Value (‘‘IIV’’),16                  investment amount for a Creation Unit
                                              broad-based to deter potential                                                                                  of the Fund.
                                              manipulation, given that it is comprised                rules governing the trading of equity
                                                                                                      securities, trading hours, trading halts,                  The portfolio of securities required for
                                              of approximately 3,331 issues.                                                                                  purchase of a Creation Unit may not be
                                                                                                      surveillance, information barriers and
                                                The Exchange is submitting this                       the Information Bulletin, as set forth in               identical to the portfolio of securities
                                              proposed rule change because the 2026                   the Exchange rules applicable to Units                  the Fund will deliver upon redemption
                                              Index for the Fund does not meet all of                 and prior Commission orders approving                   of the Fund’s Shares. The Deposit
                                              the ‘‘generic’’ listing requirements of                 the generic listing rules applicable to                 Securities and Fund Securities (as
                                              Commentary .02(a) to NYSE Arca Rule                     the listing and trading of Units.17                     defined below), as the case may be, in
                                              5.2–E(j)(3) applicable to the listing of                                                                        connection with a purchase or
                                              Units based on fixed income securities                  Additional Information                                  redemption of a Creation Unit, generally
                                              indexes. The 2026 Index meets all such                    The current value of the Index will be                will correspond pro rata, to the extent
                                              requirements except for those set forth                 widely disseminated by one or more                      practicable, to the securities held by the
                                              in Commentary .02(a)(2).13 Specifically,                major market data vendors at least once                 Fund. As the planned termination date
                                              as of April 30, 2018, 9.43% of the                                                                              of the Fund approaches, and
                                              weight of the 2026 Index components                       14 See  note 5, supra.                                particularly as the bonds held by the
                                              have a minimum original principal                         15 17  CFR 240.10A–3.                                 Fund begin to mature, the Fund would
                                              amount outstanding of $100 million or                      16 The IIV will be widely disseminated by one or     expect to effect both creations and
                                              more.                                                   more major market data vendors at least every 15        redemptions increasingly for cash.
                                                                                                      seconds during the Exchange’s Core Trading
                                                                                                      Session (normally, 9:30 a.m. to 4:00 p.m., E.T.).
                                                                                                                                                                 The Cash Component will be an
                                                 12 Commentary .02(a)(4) to NYSE Arca Rule 5.2–       Currently, it is the Exchange’s understanding that      amount equal to the difference between
                                              E(j)(3) provides that no component fixed-income         several major market data vendors display and/or
                                              security (excluding Treasury Securities and GSE         make widely available IIV taken from CTA or other          18 According to the Registration Statement,
                                              Securities, as defined therein) shall represent more    data feeds.                                             ‘‘representative sampling’’ is an indexing strategy
                                              than 30% of the weight of the index or portfolio,          17 See, e.g., Securities Exchange Act Release Nos.   that involves investing in a representative sample
                                              and the five most heavily weighted component            55783 (May 17, 2007), 72 FR 29194 (May 24, 2007)        of securities that collectively has an investment
amozie on DSK3GDR082PROD with NOTICES1




                                              fixed-income securities in the index or portfolio       (SR–NYSEArca–2007–36) (order approving NYSE             profile similar to the 2026 Index. The securities
                                              shall not in the aggregate account for more than        Arca generic listing standards for Units based on a     selected are expected to have, in the aggregate,
                                              65% of the weight of the index or portfolio.            fixed income index); 44551 (July 12, 2001), 66 FR       investment characteristics (based on factors such as
                                                 13 Commentary .02(a)(2) to NYSE Arca Rule 5.2–       37716 (July 19, 2001) (SR–PCX–2001–14) (order           market capitalization and industry weightings),
                                              E(j)(3) provides that components that in the            approving generic listing standards for Units and       fundamental characteristics (such as return
                                              aggregate account for at least 75% of the weight of     Portfolio Depositary Receipts); 41983 (October 6,       variability, duration, maturity or credit ratings and
                                              the index or portfolio each shall have a minimum        1999), 64 FR 56008 (October 15, 1999) (SR–PCX–          yield) and liquidity measures similar to those of the
                                              original principal amount outstanding of $100           98–29) (order approving rules for listing and trading   Index. The Fund may or may not hold all of the
                                              million or more.                                        of Units).                                              securities in the 2026 Index.



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                                                                           Federal Register / Vol. 83, No. 200 / Tuesday, October 16, 2018 / Notices                                          52269

                                              the NAV of the Shares (per Creation                     determined after receipt of a redemption              one or more major market data vendors
                                              Unit) and the ‘‘Deposit Amount,’’ which                 request in proper form by the                         at least once per day, as required by
                                              will be an amount equal to the market                   Distributor and only on a business day.               NYSE Arca Rule 5.2–E(j)(3),
                                              value of the Deposit Securities, and                    BFA will make available through the                   Commentary .02(b)(ii).
                                              serve to compensate for any differences                 NSCC, prior to the opening of business                   The IIV for Shares of the Fund will be
                                              between the NAV per Creation Unit and                   on the Exchange on each business day,                 disseminated by one or more major
                                              the Deposit Amount. The Fund                            the designated portfolio of securities                market data vendors, updated at least
                                              currently will offer Creation Units for                 (including any portion of such securities             every 15 seconds during the Exchange’s
                                              in-kind deposits but reserves the right to              for which cash may be substituted) that               Core Trading Session, as required by
                                              utilize a ‘‘cash’’ option in lieu of some               will be applicable (subject to possible               NYSE Arca Rule 5.2–E(j)(3),
                                              or all of the applicable Deposit                        amendment or correction) to                           Commentary .02(c). The current value of
                                              Securities for creation of Shares.                      redemption requests received in proper                the Index would be widely
                                                 BFA will make available through the                  form on that day (the ‘‘Fund                          disseminated by one or more major
                                              National Securities Clearing Corporation                Securities’’). Fund Securities received               market data vendors at least once per
                                              (‘‘NSCC’’) on each business day, prior to               on redemption may not be identical to                 day, as required by NYSE Arca Rule
                                              the opening of business on the                          Deposit Securities that are applicable to             5.2–(j)(3), Commentary .02 (b)(ii). In
                                              Exchange, the list of names and the                     creations of Creation Units.
                                                                                                                                                            addition, the portfolio of securities held
                                              required number or par value of each                       Unless cash redemptions are available
                                                                                                                                                            by the Fund will be disclosed daily on
                                              Deposit Security and the amount of the                  or specified for the Fund, the
                                              Cash Component to be included in the                    redemption proceeds for a Creation Unit               the Fund’s website.
                                              current Fund Deposit (based on                          generally will consist of a specified                    Investors can also obtain the Trust’s
                                              information as of the end of the                        amount of cash, Fund Securities, plus                 Statement of Additional Information
                                              previous business day) for the Fund.                    additional cash in an amount equal to                 (‘‘SAI’’), the Fund’s Shareholder
                                                 The identity and number or par value                 the difference between the NAV of the                 Reports, and its Form N–CSR and Form
                                              of the Deposit Securities change                        Shares being redeemed, as next                        N–SAR, filed twice a year. The Trust’s
                                              pursuant to changes in the composition                  determined after the receipt of a request             SAI and Shareholder Reports are
                                              of the Fund’s portfolio and as                          in proper form, and the value of the                  available free upon request from the
                                              rebalancing adjustments and corporate                   specified amount of cash and Fund                     Trust, and those documents and the
                                              action events are reflected from time to                Securities, less a redemption transaction             Form N–CSR and Form N–SAR may be
                                              time by BFA with a view to the                          fee. The Fund currently will redeem                   viewed on-screen or downloaded from
                                              investment objective of the Fund. The                   Shares for Fund Securities, but reserves              the Commission’s website at
                                              composition of the Deposit Securities                   the right to utilize a ‘‘cash’’ option for            www.sec.gov. Information regarding
                                              may also change in response to                          redemption of Shares.                                 market price and trading volume of the
                                              adjustments to the weighting or                            Redemption requests for Creation                   Shares will be continually available on
                                              composition of the component                            Units of the Fund must be submitted to                a real-time basis throughout the day on
                                              securities constituting the 2026 Index.                 the Distributor by or through an                      brokers’ computer screens and other
                                                 The Fund reserves the right to permit                Authorized Participant no later than                  electronic services. Information
                                              or require the substitution of a ‘‘cash in              4:00 p.m. E.T. on any business day, in                regarding the previous day’s closing
                                              lieu’’ amount to be added to the Cash                   order to receive that day’s NAV. The                  price and trading volume information
                                              Component to replace any Deposit                        Authorized Participant must transmit                  for the Shares will be published daily in
                                              Security that may not be available in                   the request for redemption in the form                the financial section of newspapers.
                                              sufficient quantity for delivery or that                required by the Fund to the Distributor                  Quotation and last sale information
                                              may not be eligible for transfer through                in accordance with procedures set forth               for the Shares of the Fund will be
                                              the Depository Trust Company (‘‘DTC’’)                  in the Authorized Participant                         available via the Consolidated Tape
                                              or the clearing process through the                     Agreement.                                            Association (‘‘CTA’’) high speed line.
                                              Continuous Net Settlement System of
                                                                                                      Availability of Information                           Quotation information for investment
                                              the NSCC or that the Authorized
                                                                                                        On each business day, the Fund will                 company securities may be obtained
                                              Participant is not able to trade due to a
                                                                                                      disclose on its website                               through nationally recognized pricing
                                              trading restriction.
                                                 Creation Units may be purchased only                 (www.iShares.com) the portfolio that                  services through subscription
                                              by or through a DTC participant that has                will form the basis for the Fund’s                    agreements or from brokers and dealers
                                              entered into an ‘‘Authorized Participant                calculation of NAV at the end of the                  who make markets in such securities.
                                              Agreement’’ (as described in the                        business day.                                         Price information regarding municipal
                                              Registration Statement) with the                          On a daily basis, the Fund will                     bonds is available from third party
                                              Distributor (an ‘‘Authorized                            disclose for each portfolio security or               pricing services and major market data
                                              Participant’’). All creation orders must                other financial instrument of the Fund                vendors. Trade price and other
                                              be placed for one or more Creation Units                the following information on the Fund’s               information relating to municipal bonds
                                              and must be received by the Distributor                 website: Ticker symbol (if applicable),               is available through the Municipal
                                              in proper form no later than the closing                name of security and financial                        Securities Rulemaking Board’s
                                              time of the regular trading session of the              instrument, a common identifier such as               Electronic Municipal Market Access
                                              Exchange (normally 4:00 p.m., Eastern                   CUSIP or ISIN (if applicable), number of              (‘‘EMMA’’) system.
                                              time (‘‘E.T.’’)) in each case on the date               shares (if applicable), and dollar value                 Quotation information for OTC swaps
amozie on DSK3GDR082PROD with NOTICES1




                                              such order is placed in order for                       of securities and financial instruments               agreements may be obtained from
                                              creation of Creation Units to be effected               held in the portfolio, and percentage                 brokers and dealers who make markets
                                              based on the NAV of Shares of the Fund                  weighting of the security and financial               in such instruments. Quotation
                                              as next determined on such date after                   instrument in the portfolio. The website              information for exchange-traded swaps,
                                              receipt of the order in proper form.                    information will be publicly available at             futures and options will be available
                                                 Shares of the Fund may be redeemed                   no charge. The current value of the                   from the applicable exchange and/or
                                              only in Creation Units at the NAV next                  Index will be widely disseminated by                  major market vendors.


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                                              52270                        Federal Register / Vol. 83, No. 200 / Tuesday, October 16, 2018 / Notices

                                              Surveillance                                            2. Statutory Basis                                    municipal bond trading activity for
                                                                                                         The Exchange believes that the                     surveillance purposes in connection
                                                 The Exchange represents that trading
                                                                                                      proposal is consistent with Section 6(b)              with trading in the Shares of the Fund.
                                              in the Shares of the Fund will be subject
                                                                                                      of the Act 20 in general and Section                  At least 90% of the weight of Fund
                                              to the existing trading surveillances,
                                                                                                      6(b)(5) of the Act 21 in particular in that           holdings invested in exchange-traded
                                              administered by the Financial Industry
                                                                                                      it is designed to prevent fraudulent and              futures contracts and exchange-traded
                                              Regulatory Authority (‘‘FINRA’’) on
                                                                                                      manipulative acts and practices, to                   options will be traded on an exchange
                                              behalf of the Exchange, or by regulatory
                                                                                                      promote just and equitable principles of              that is a member of the ISG or with
                                              staff of the Exchange, which are
                                                                                                      trade, to foster cooperation and                      which the Exchange has in place a
                                              designed to detect violations of
                                                                                                      coordination with persons engaged in                  comprehensive surveillance sharing
                                              Exchange rules and applicable federal
                                                                                                      facilitating transactions in securities, to           agreement.
                                              securities laws. The Exchange
                                                                                                      remove impediments to and perfect the                    As discussed above, the Exchange
                                              represents that these procedures are
                                                                                                      mechanism of a free and open market                   believes that the Index is sufficiently
                                              adequate to properly monitor Exchange
                                                                                                      and a national market system and, in                  broad-based to deter potential
                                              trading of the Shares of the Fund in all
                                                                                                      general, to protect investors and the                 manipulation. For informational
                                              trading sessions and to deter and detect
                                                                                                      public interest.                                      purposes, as of April 30, 2018, 76.30%
                                              violations of Exchange rules and federal
                                                                                                         The Exchange believes that the                     of the weight of the 2026 Index
                                              securities laws applicable to trading on
                                                                                                      proposed rule change is designed to                   components was comprised of
                                              the Exchange.19
                                                                                                      prevent fraudulent and manipulative                   individual maturities that were part of
                                                 The surveillances referred to above                                                                        an entire municipal bond offering with
                                              generally focus on detecting securities                 acts and practices in that the Shares of
                                                                                                      the Fund will be listed and traded on                 a minimum original principal amount
                                              trading outside their normal patterns,                                                                        outstanding of $100 million or more for
                                              which could be indicative of                            the Exchange pursuant to the initial and
                                                                                                      continued listing criteria in NYSE Arca               all maturities of the offering. In
                                              manipulative or other violative activity.                                                                     addition, the total dollar amount
                                              When such situations are detected,                      Rule 5.2–E(j)(3), except for the
                                                                                                      requirement in Commentary .02(a)(2)                   outstanding of issues in the 2026 Index
                                              surveillance analysis follows and                                                                             was approximately $30.8 billion, the
                                              investigations are opened, where                        that the component fixed income
                                                                                                      securities, in the aggregate, account for             total market value of issues in the 2026
                                              appropriate, to review the behavior of                                                                        Index was $35.2 billion, and the average
                                              all relevant parties for all relevant                   at least 75% of the weight of the index
                                                                                                      each shall have a minimum principal                   dollar amount outstanding of issues in
                                              trading violations.                                                                                           the 2026 Index was approximately
                                                                                                      amount outstanding of $100 million or
                                                 The Exchange or FINRA, on behalf of                                                                        $10,579,000. Further, the most heavily
                                                                                                      more. The Exchange represents that
                                              the Exchange, or both, will                                                                                   weighted component represented 1.36%
                                                                                                      trading in the Shares will be subject to
                                              communicate as needed regarding                                                                               of the weight of the 2026 Index and the
                                                                                                      the existing trading surveillances
                                              trading in the Shares, certain futures                                                                        five most heavily weighted components
                                                                                                      administered by the Exchange as well as
                                              and certain options with other markets                                                                        represented 4.24% of the weight of the
                                                                                                      cross-market surveillances administered
                                              and other entities that are members of                                                                        2026 Index.23 Therefore, the Exchange
                                                                                                      by FINRA on behalf of the Exchange,
                                              the Intermarket Surveillance Group                                                                            believes that, notwithstanding that the
                                                                                                      which are designed to detect violations
                                              (‘‘ISG’’), and the Exchange or FINRA, on                                                                      2026 Index does not satisfy the criterion
                                                                                                      of Exchange rules and federal securities
                                              behalf of the Exchange, or both, may                                                                          in NYSE Arca Rule 5.2–E(j)(3),
                                                                                                      laws applicable to trading on the
                                              obtain trading information regarding                                                                          Commentary .02(a)(2), the 2026 Index is
                                                                                                      Exchange.22 The Exchange represents
                                              trading in the Shares, certain futures                                                                        sufficiently broad-based to deter
                                                                                                      that these procedures are adequate to
                                              and certain options from such markets                                                                         potential manipulation, given that it is
                                                                                                      properly monitor Exchange trading of
                                              and other entities. In addition, the                                                                          comprised of approximately 3,331
                                                                                                      the Shares in all trading sessions and to
                                              Exchange may obtain information                                                                               issues.
                                                                                                      deter and detect violations of Exchange
                                              regarding trading in the Shares, certain                                                                         On a continuous basis, (1) the Index
                                                                                                      rules and federal securities laws
                                              futures and certain options from                                                                              will contain at least 500 components;
                                                                                                      applicable to trading on the Exchange.
                                              markets and other entities that are                                                                           and (2) each of the components of the
                                                                                                      The Exchange or FINRA, on behalf of
                                              members of ISG or with which the                                                                              Index will have an outstanding par
                                                                                                      the Exchange, or both, will
                                              Exchange has in place a comprehensive                                                                         value of at least $2 million. As noted
                                                                                                      communicate as needed regarding
                                              surveillance sharing agreement. FINRA                                                                         above, in the iShares Orders, the
                                                                                                      trading in the Shares, certain futures
                                              also can access data obtained from the                                                                        Commission approved Exchange listing
                                                                                                      and certain options with other markets
                                              Municipal Securities Rulemaking Board                                                                         and trading of Units for which each
                                                                                                      that are members of the ISG. In addition,
                                              relating to municipal bond trading                                                                            bond in the applicable underlying index
                                                                                                      the Exchange will communicate as
                                              activity for surveillance purposes in                                                                         must have a minimum maturity par
                                                                                                      needed regarding trading in the Shares,
                                              connection with trading in the Shares.                                                                        amount of $2 million to be eligible for
                                                                                                      certain futures and certain options with
                                                 The Exchange represents that at least                other markets that are members of the                 inclusion in such index, and each such
                                              90% of the weight of Fund holdings                      ISG or with which the Exchange has in                 index included at least 500
                                              invested in exchange-traded futures                     place a comprehensive surveillance                    components.24 In each of the iShares
                                              contracts and exchange-traded options                   sharing agreement. FINRA also can                     Orders, the Commission stated that the
                                              will be traded on an exchange that is a                 access data obtained from the Municipal
                                              member of the ISG or with which the                     Securities Rulemaking Board relating to
                                                                                                                                                               23 Commentary .02(a)(4) to NYSE Arca Rule 5.2–
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                                              Exchange has in place a comprehensive                                                                         E(j)(3) provides that no component fixed-income
                                                                                                                                                            security (excluding Treasury Securities and GSE
                                              surveillance sharing agreement.                           20 15 U.S.C. 78f.                                   Securities, as defined therein) shall represent more
                                                                                                        21 15 U.S.C. 78f(b)(5).                             than 30% of the weight of the index or portfolio,
                                                19 FINRA conducts cross-market surveillances on         22 FINRA conducts cross-market surveillances on     and the five most heavily weighted component
                                              behalf of the Exchange pursuant to a regulatory         behalf of the Exchange pursuant to a regulatory       fixed-income securities in the index or portfolio
                                              services agreement. The Exchange is responsible for     services agreement. The Exchange is responsible for   shall not in the aggregate account for more than
                                              FINRA’s performance under this regulatory services      FINRA’s performance under this regulatory services    65% of the weight of the index or portfolio.
                                              agreement.                                              agreement.                                               24 See note 5, supra.




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                                                                             Federal Register / Vol. 83, No. 200 / Tuesday, October 16, 2018 / Notices                                                    52271

                                              applicable index was sufficiently broad-                  the Shares inadvisable, and trading in                 operative for 30 days from the date on
                                              based and liquid to deter potential                       the Shares will be subject to NYSE Arca                which it was filed, or such shorter time
                                              manipulation.25                                           Rule 7.34–E, which sets forth                          as the Commission may designate, it has
                                                 The proposed rule change is designed                   circumstances under which Shares of                    become effective pursuant to Section
                                              to promote just and equitable principles                  the Fund may be halted. In addition,                   19(b)(3)(A) of the Act 27 and Rule 19b–
                                              of trade and to protect investors and the                 investors will have ready access to                    4(f)(6) thereunder.28
                                              public interest in that a large amount of                 information regarding the IIV, and                        A proposed rule change filed
                                              information will be publicly available                    quotation and last sale information for                pursuant to Rule 19b–4(f)(6) under the
                                              regarding the Fund and the Shares,                        the Shares.                                            Act 29 normally does not become
                                              thereby promoting market transparency.                       The proposed rule change is designed                operative for 30 days after the date of its
                                              The Fund’s portfolio holdings will be                     to perfect the mechanism of a free and                 filing. However, Rule 19b–4(f)(6)(iii) 30
                                              disclosed on the Fund’s website daily                     open market and, in general, to protect                permits the Commission to designate a
                                              after the close of trading on the                         investors and the public interest in that              shorter time if such action is consistent
                                              Exchange. Moreover, the IIV will be                       it will facilitate the listing and trading             with the protection of investors and the
                                              widely disseminated by one or more                        of an additional type of exchange-traded               public interest. The Exchange has
                                              major market data vendors at least every                  fund that holds municipal bonds and                    requested that the Commission waive
                                              15 seconds during the Exchange’s Core                     that will enhance competition among                    the 30-day operative delay so that the
                                              Trading Session. The current value of                     market participants, to the benefit of                 proposed rule change may become
                                              the Index will be disseminated by one                     investors and the marketplace. As noted                operative upon filing. The Exchange
                                              or more major market data vendors at                      above, the Exchange has in place                       states that waiver of the 30-day delayed
                                              least once per day. Information                           surveillance procedures relating to                    operative date is consistent with the
                                              regarding market price and trading                        trading in the Shares and may obtain                   protection of investors and the public
                                              volume of the Shares will be continually                  information via ISG from other                         interest because the Commission has
                                              available on a real-time basis throughout                 exchanges that are members of ISG or                   previously approved listing and trading
                                              the day on brokers’ computer screens                      with which the Exchange has entered                    of Units based on indexes with similar
                                              and other electronic services, and                        into a comprehensive surveillance                      characteristics as those of the Index.31
                                              quotation and last sale information will                  sharing agreement. In addition,                        Additionally, the Exchange asserts that
                                              be available via the CTA high-speed                       investors will have ready access to                    waiver will permit the prompt listing
                                              line. The website for the Fund will                       information regarding the IIV and                      and trading of an additional issue of
                                              include the prospectus for the Fund and                   quotation and last sale information for                Units that principally holds municipal
                                              additional data relating to NAV and                       the Shares.                                            securities, which will enhance
                                              other applicable quantitative                                For the above reasons, the Exchange                 competition among issuers, investment
                                              information. Moreover, prior to the                       believes that the proposed rule change                 advisers and other market participants
                                              commencement of trading, the Exchange                     is consistent with the requirements of                 with respect to listing and trading of
                                              will inform its ETP Holders in an                         Section 6(b)(5) of the Act.26                          issues of Units that hold municipal
                                              Information Bulletin of the special                                                                              securities. The Commission believes
                                              characteristics and risks associated with                 B. Self-Regulatory Organization’s
                                                                                                        Statement on Burden on Competition                     that the proposal raises no new or novel
                                              trading the Shares.                                                                                              regulatory issues and waiver of the 30-
                                                 If the Exchange becomes aware that                       The Exchange does not believe that                   day operative delay is consistent with
                                              the NAV is not being disseminated to all                  the proposed rule change will impose                   the protection of investors and the
                                              market participants at the same time, it                  any burden on competition that is not                  public interest. The Commission
                                              will halt trading in the Shares until such                necessary or appropriate in furtherance
                                              time as the NAV is available to all                                                                              therefore waives the 30-day operative
                                                                                                        of the purpose of the Act. The Exchange                delay and designates the proposed rule
                                              market participants. With respect to                      notes that the proposed rule change will
                                              trading halts, the Exchange may                                                                                  change to be operative upon filing.32
                                                                                                        facilitate the listing and trading of an                  At any time within 60 days of the
                                              consider all relevant factors in                          additional type of Units based on a
                                              exercising its discretion to halt or                                                                             filing of the proposed rule change, the
                                                                                                        municipal bond index that will enhance                 Commission summarily may
                                              suspend trading in the Shares of the                      competition among market participants,
                                              Fund. Trading also may be halted                                                                                 temporarily suspend such rule change if
                                                                                                        to the benefit of investors and the                    it appears to the Commission that such
                                              because of market conditions or for                       marketplace.
                                              reasons that, in the view of the                                                                                 action is necessary or appropriate in the
                                              Exchange, make trading in the Shares                      C. Self-Regulatory Organization’s                      public interest, for the protection of
                                              inadvisable. If the IIV or the Index value                Statement on Comments on the                           investors, or otherwise in furtherance of
                                              is not being disseminated as required,                    Proposed Rule Change Received From                     the purposes of the Act. If the
                                              the Exchange may halt trading during                      Members, Participants, or Others
                                                                                                                                                                 27 15  U.S.C. 78s(b)(3)(A).
                                              the day in which the interruption to the                    No written comments were solicited                     28 17  CFR 240.19b–4(f)(6). As required under Rule
                                              dissemination of the IIV or Index value                   or received with respect to the proposed               19b–4(f)(6)(iii), the Exchange provided the
                                              occurs. If the interruption to the                        rule change.                                           Commission with written notice of its intent to file
                                              dissemination of the IIV or Index value                                                                          the proposed rule change, along with a brief
                                              persists past the trading day in which it                 III. Date of Effectiveness of the                      description and the text of the proposed rule
                                              occurred, the Exchange will halt                          Proposed Rule Change and Timing for                    change, at least five business days prior to the date
                                                                                                        Commission Action                                      of filing of the proposed rule change, or such
                                              trading. Trading in Shares of the Fund                                                                           shorter time as designated by the Commission.
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                                              will be halted if the circuit breaker                        Because the foregoing proposed rule                    29 17 CFR 240.19b–4(f)(6).

                                              parameters in NYSE Arca Rule 7.12–E                       change does not: (i) Significantly affect                 30 17 CFR 240.19b–4(f)(6)(iii).
                                                                                                                                                                  31 See supra note 5.
                                              have been reached or because of market                    the protection of investors or the public
                                                                                                                                                                  32 For purposes only of waiving the 30-day
                                              conditions or for reasons that, in the                    interest; (ii) impose any significant
                                                                                                                                                               operative delay, the Commission also has
                                              view of the Exchange, make trading in                     burden on competition; and (iii) become                considered the proposed rule’s impact on
                                                                                                                                                               efficiency, competition, and capital formation. See
                                                25 See   the iShares Orders, note 5, supra.               26 15   U.S.C. 78f(b)(5).                            15 U.S.C. 78c(f).



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                                              52272                        Federal Register / Vol. 83, No. 200 / Tuesday, October 16, 2018 / Notices

                                              Commission takes such action, the                       should be submitted on or before                        For the Commission, by the Division of
                                              Commission shall institute proceedings                  November 6, 2018.                                     Trading and Markets, pursuant to delegated
                                              to determine whether the proposed rule                                                                        authority.7
                                                                                                        For the Commission, by the Division of              Eduardo A. Aleman,
                                              change should be approved or                            Trading and Markets, pursuant to delegated
                                              disapproved.                                                                                                  Assistant Secretary.
                                                                                                      authority.33
                                                                                                                                                            [FR Doc. 2018–22433 Filed 10–15–18; 8:45 am]
                                              IV. Solicitation of Comments                            Eduardo A. Aleman,
                                                                                                                                                            BILLING CODE 8011–01–P
                                                Interested persons are invited to                     Assistant Secretary.
                                              submit written data, views, and                         [FR Doc. 2018–22428 Filed 10–15–18; 8:45 am]
                                              arguments concerning the foregoing,                     BILLING CODE 8011–01–P                                SECURITIES AND EXCHANGE
                                              including whether the proposed rule                                                                           COMMISSION
                                              change is consistent with the Act.
                                                                                                                                                            [Release No. 34–84389; File No. SR–
                                              Comments may be submitted by any of                     SECURITIES AND EXCHANGE                               NYSEARCA–2018–71]
                                              the following methods:                                  COMMISSION
                                              Electronic Comments                                                                                           Self-Regulatory Organizations; NYSE
                                                                                                      [Release No. 34–84397; File No. SR–                   Arca, Inc.; Notice of Filing and
                                                 • Use the Commission’s internet                      PEARL–2018–16]                                        Immediate Effectiveness of
                                              comment form (http://www.sec.gov/                                                                             Amendments to Rules Regarding
                                              rules/sro.shtml); or                                    Self-Regulatory Organizations; MIAX                   Qualification, Registration and
                                                 • Send an email to rule-comments@                    PEARL, LLC; Notice of Withdrawal of                   Continuing Education Applicable to
                                              sec.gov. Please include File Number SR–                 a Proposed Rule Change To Amend                       Equity Trading Permit Holders,
                                              NYSEARCA–2018–70 on the subject                         the Fee Schedule Regarding                            Options Trading Permit Holders or
                                              line.                                                   Connectivity Fees for Members and                     OTP Firms
                                              Paper Comments                                          Non-Members                                           October 10, 2018.
                                                 • Send paper comments in triplicate                  October 10, 2018.                                        Pursuant to Section 19(b)(1) 1 of the
                                              to Secretary, Securities and Exchange                                                                         Securities Exchange Act of 1934 (the
                                              Commission, 100 F Street NE,                               On July 31, 2018, MIAX PEARL, LLC                  ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                              Washington, DC 20549–1090.                              (‘‘MIAX PEARL’’ or the ‘‘Exchange’’)                  notice is hereby given that, on
                                                                                                      filed with the Securities and Exchange                September 27, 2018, NYSE Arca, Inc.
                                              All submissions should refer to File
                                                                                                      Commission (‘‘Commission’’), pursuant                 (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed
                                              Number SR–NYSEARCA–2018–70. This
                                                                                                      to Section 19(b)(1) of the Securities                 with the Securities and Exchange
                                              file number should be included on the
                                              subject line if email is used. To help the              Exchange Act of 1934 (‘‘Act’’),1 and                  Commission (the ‘‘Commission’’) the
                                              Commission process and review your                      Rule 19b–4 thereunder,2 a proposed rule               proposed rule change as described in
                                              comments more efficiently, please use                   change to amend the MIAX PEARL Fee                    Items I and II below, which Items have
                                              only one method. The Commission will                    Schedule to increase certain                          been prepared by the self-regulatory
                                              post all comments on the Commission’s                   connectivity fees. The proposed rule                  organization. The Commission is
                                              internet website (http://www.sec.gov/                   change was immediately effective upon                 publishing this notice to solicit
                                              rules/sro.shtml). Copies of the                         filing with the Commission pursuant to                comments on the proposed rule change
                                              submission, all subsequent                              Section 19(b)(3)(A) of the Act.3 The                  from interested persons.
                                              amendments, all written statements                      proposed rule change was published for                I. Self-Regulatory Organization’s
                                              with respect to the proposed rule                       comment in the Federal Register on                    Statement of the Terms of Substance of
                                              change that are filed with the                          August 13, 2018.4 The Commission                      the Proposed Rule Change
                                              Commission, and all written                             received one comment letter on the
                                              communications relating to the                                                                                   The Exchange proposes amendments
                                                                                                      proposal.5 On September 17, 2018,
                                              proposed rule change between the                                                                              to the Exchange’s rules regarding
                                                                                                      pursuant to Section 19(b)(3)(C) of the
                                              Commission and any person, other than                                                                         qualification, registration and
                                                                                                      Act, the Commission: (1) Temporarily                  continuing education requirements
                                              those that may be withheld from the                     suspended the proposed rule change;
                                              public in accordance with the                                                                                 applicable to Equity Trading Permit
                                                                                                      and (2) instituted proceedings to                     (‘‘ETP’’) Holders, Options Trading
                                              provisions of 5 U.S.C. 552, will be                     determine whether to approve or
                                              available for website viewing and                                                                             Permit (‘‘OTP’’) Holders or OTP Firms.
                                                                                                      disapprove the proposal.6 On October 5,               The Exchange’s rule proposal is
                                              printing in the Commission’s Public                     2018, the Exchange withdrew the
                                              Reference Room, 100 F Street NE,                                                                              intended to harmonize its rules with
                                                                                                      proposed rule change (SR–PEARL–                       Financial Regulatory Authority, Inc.
                                              Washington, DC 20549 on official                        2018–16).
                                              business days between the hours of                                                                            (‘‘FINRA’’) rules and thus promote
                                              10:00 a.m. and 3:00 p.m. Copies of the                                                                        consistency within the securities
                                              filing also will be available for                                                                             industry, and therefore the Exchange is
                                              inspection and copying at the principal                   33 17  CFR 200.30–3(a)(12).
                                                                                                                                                            only adopting rules that are relevant to
                                              office of the Exchange. All comments                      1 15  U.S.C. 78s(b)(1).                             the Exchange’s ETP Holders, OTP
                                              received will be posted without change.                    2 17 CFR 240.19b–4.                                Holders or OTP Firms. The Exchange is
                                              Persons submitting comments are                            3 15 U.S.C. 78s(b)(3)(A).                          not adopting registration categories that
                                                                                                                                                            are not applicable to ETP Holders, OTP
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                                                                                                         4 See Securities Exchange Act Release No. 83785
                                              cautioned that we do not redact or edit
                                              personal identifying information from                   (August 7, 2018), 83 FR 40101.                        Holders or OTP Firms because they do
                                              comment submissions. You should
                                                                                                         5 See Letter from Tyler Gellasch, Executive        not engage in the type of business that
                                                                                                      Director, The Healthy Markets Association, to Brent
                                              submit only information that you wish
                                                                                                      J. Fields, Secretary, Commission, dated September       7 17 CFR 200.30–3(a)(12).
                                              to make available publicly. All                         4, 2018.                                                1 15 U.S.C. 78s(b)(1).
                                              submissions should refer to File                           6 See Securities Exchange Act Release No. 84177,     2 15 U.S.C. 78a.
                                              Number SR–NYSEARCA–2018–70, and                         83 FR 47953 (September 21, 2018).                       3 17 CFR 240.19b–4.




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Document Created: 2018-10-15 23:41:59
Document Modified: 2018-10-15 23:41:59
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 52266 

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