Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 66815 

14See Securities Exchange Release No. 61061 

(November 24, 2009), 74 FR 62857 (December 1, 

2009) (SR–NYSEArca–2009–44). 

15For purposes only of waiving the operative 

delay for this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

16 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4An Investment Company Unit is a security that 

represents an interest in a registered investment 

company that holds securities comprising, or 

otherwise based on or representing an interest in, 

an index or portfolio of securities (or holds 

securities in another registered investment 

company that holds securities comprising, or 

otherwise based on or representing an interest in, 

an index or portfolio of securities). See NYSE Arca 

Rule 5.2–E(j)(3)(A). 

5The Commission issued notice of a proposed 

rule change to permit listing and trading of Shares 

of the Target Fund in Securities Exchange Act 

Release Nos. 68351 (December 4, 2012), 77 FR 

73500 (December 10, 2012) (SR–NYSEArca–2012– 

131) (Notice of Filing of Proposed Rule Change 

Relating to Listing and Trading of Shares of the 

Horizons S&P 500 Covered Call ETF, Horizons S&P 

Financial Select Sector Covered Call ETF, and 

Horizons S&P Energy Select Sector Covered Call 

ETF under NYSE Arca Equities Rule 5.2(j)(3)) 

(‘‘Prior Notice’’); 68708 (January 23, 2013), 78 FR 

6161 (January 29, 2013) (SR–NYSEArca–2012–131) 

(Order Approving Proposed Rule Change Relating 

to Listing and Trading of Shares of the Horizons 

S&P 500 Covered Call ETF, Horizons S&P Financial 

Select Sector Covered Call ETF, and Horizons S&P 

Continued 

of the Pilot Program.14 Accordingly, the 

Commission designates the proposed 

rule change as operative upon filing 

with the Commission.15

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

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– 

PEARL–2018–26 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–PEARL–2018–26. 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 20549–1090, 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–PEARL–2018–26 and 

should be submitted on or before 

January 17, 2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–27997 Filed 12–26–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84872; File No. SR– 

NYSEArca–2018–92] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Reflecting Changes to 

Certain Representations Relating to 

the Horizons S&P 500 Covered Call 

ETF 

December 19, 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 December 

6, 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to reflect 

changes to certain representations made 

in the proposed rule changes previously 

filed with the Commission pursuant to 

Rule 19b–4 relating to the Horizons S&P 

500 Covered Call ETF (the ‘‘Target 

Fund’’). Shares of the Target Fund are 

currently listed and traded on the 

Exchange under NYSE Arca Rule 5.2– 

E(j)(3). 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. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Commission has approved the 

listing and trading on the Exchange of 

shares (‘‘Shares’’) of the Target Fund, 

under NYSE Arca Rule 5.2–E(j)(3) 

(formerly NYSE Arca Equities Rule 

5.2(j)(3)), which governs the listing and 

trading of Investment Company Units.4

The Target Fund’s Shares are currently 

listed and traded on the Exchange under 

NYSE Arca Rule 5.2–E(j)(3).5 The Target 


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66816 Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 

Energy Select Sector Covered Call ETF under NYSE 

Arca Equities Rule 5.2(j)(3)) (‘‘Prior Order’’ and, 

together with the Prior Notice, the ‘‘Prior Release’’). 

See also, Securities Exchange Act Release No. 

82190 (November 30, 2017), 82 FR 57635 

(December 6, 2017) (SR–NYSEArca–2017–123) 

(Notice of Filing and Immediate Effectiveness of 

Proposed Rule Change To Reflect a Change to the 

Investment Objective and the Underlying Index for 

the Horizons S&P 500 Covered Call ETF) (‘‘Second 

Prior Release’’ and, together with the ‘‘Prior 

Release’’, ‘‘Prior Releases’’). 

6The Trust is registered under the Investment 

Company Act of 1940 (15 U.S.C. 80a–1) (‘‘1940 

Act’’). On September 25, 2017, the Trust filed with 

the Commission an amendment to its Form N–1A 

under the Securities Act of 1933 (15 U.S.C. 77a) 

(‘‘1933 Act’’), and under the 1940 Act relating to the 

Target Fund (File Nos. 333–183155 and 811–22732) 

(‘‘Registration Statement’’). 

7See registration statement on Form N–14 under 

the 1933 Act, dated October 3, 2018 (File No. 333– 

227685). 

8See note 5, supra. 

9The Target Fund’s investment adviser, Horizons 

ETFs Management (US) LLC, represents that it will 

manage the Target Fund in the manner described 

in the Prior Releases for the Target Fund as 

referenced in note 5, supra, and the changes 

described herein will not be implemented until this 

proposed rule change is operative. 

10On October 19, 2018, Global X Funds filed with 

the Commission a post-effective amendment to its 

registration statement on Form N–1A under the 

1933 Act and under the 1940 Act relating to the 

Acquiring Fund (File Nos. 333–151713 and 811– 

22209). The October 19, 2018 filing, which became 

effective on October 20, 2018 creates a new entity 

to serve as the vehicle into which the Target Fund 

will be reorganized through the Plan of 

Reorganization and Termination contained in the 

Proxy Statement. In addition, the Commission has 

issued an order granting certain exemptive relief to 

the Global X Funds under the 1940 Act. See 

Investment Company Act Release No. 29852 

(October 28, 2011) (File No. 812–13830). 

11The Prior Notice stated that the Shares of the 

Target Fund are offered by the Exchange Traded 

Concepts Trust II. In the Second Prior Release, the 

Trust was identified as Horizons ETF Trust I. 

12The Prior Notice identified the Target Fund’s 

adviser as Exchange Traded Concepts, LLC. In the 

Second Prior Release, the Target Fund’s adviser was 

identified as Horizons ETFs Management (US) LLC. 

13 Global X Management Company LLC is not 

registered as a broker-dealer but is affiliated with 

broker-dealers. Global X Management Company 

LLC has implemented and will maintain a fire wall 

with respect to its affiliated broker-dealers 

regarding access to information concerning the 

composition and/or changes to the Acquiring 

Fund’s portfolio. In the event (a) Global X 

Management Company LLC becomes registered as 

a broker-dealer or newly affiliated with a brokerdealer, or (b) any new adviser or sub-adviser 

becomes registered as a broker-dealer or newly 

affiliated with a broker-dealer, it will implement 

and maintain a fire wall with respect to its relevant 

personnel or such broker-dealer affiliate regarding 

access to information concerning the composition 

and/or changes to the Acquiring Fund’s portfolio, 

and will be subject to procedures designed to 

prevent the use and dissemination of material nonpublic information regarding such portfolio. In 

addition, personnel who make decisions on the 

Acquiring Fund’s portfolio composition must be 

subject to procedures designed to prevent the use 

and dissemination of material nonpublic 

information regarding the Acquiring Fund’s 

portfolio. 

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, with respect to the Acquiring Fund, Global 

X Management Company LLC, as adviser, 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. 

14The Prior Notice identified the Target Fund’s 

transfer agent and administrator as Citi Fund 

Services Ohio, Inc. In the Second Prior Release, the 

Target Fund’s transfer agent and administrator were 

identified as U.S. Bancorp Fund Services, LLC. 

15The Prior Notice identified the Target Fund’s 

custodian as Citibank, N.A. In the Second Prior 

Release, the Target Fund’s custodian was identified 

as U.S. Bank, N.A. 

Fund is a series of the Horizons ETF 

Trust I (‘‘Trust’’).6

Global X Funds has filed a combined 

prospectus and proxy statement (the 

‘‘Proxy Statement’’) with the 

Commission on Form N–14 describing a 

‘‘Plan of Reorganization and 

Termination’’ pursuant to which, 

following approval of the Target Fund’s 

shareholders, all or substantially all of 

the assets and all of the stated liabilities 

included in the financial statements of 

the Target Fund would be transferred to 

a corresponding, newly-formed fund of 

Global X Funds, described below. The 

Global X S&P 500® Covered Call ETF 

(the ‘‘Acquiring Fund’’) was established 

solely for the purpose of acquiring the 

assets and assuming the liabilities of the 

Target Fund and continuing the Target 

Fund’s business. If shareholders of the 

Target Fund approve the Plan of 

Reorganization and Termination, the 

Target Fund will be reorganized into the 

Acquiring Fund (the ‘‘Reorganization’’), 

and shareholders will receive shares of 

the Acquiring Fund of the same number 

and with the same aggregate net asset 

value as the Target Fund immediately 

prior to the Reorganization in complete 

liquidation and dissolution of the Target 

Fund, and shareholders of the Target 

Fund would become shareholders of the 

Acquiring Fund. According to the Proxy 

Statement, the investment objective of 

the Acquiring Fund will be the same as 

that of the Target Fund following 

implementation of the Plan of 

Reorganization and Termination.7

Following shareholder approval and 

closing of the Reorganization, 

shareholders will receive shares of the 

Acquiring Fund of the same number and 

with the same aggregate net asset value 

as the Target Fund immediately prior to 

the Reorganization in complete 

liquidation and dissolution of the Target 

Fund, and shareholders of the Target 

Fund would become shareholders of the 

Acquiring Fund. 

In this proposed rule change, the 

Exchange proposes to reflect a change to 

certain representations made in the 

Prior Releases, as described above,8

which changes would be implemented 

as a result of the Reorganization.9

Horizons S&P 500 Covered Call ETF 10

The Prior Releases stated the name of 

the Target Fund as Horizons S&P 500 

Covered Call ETF. Following the 

Reorganization, the name of the 

Acquiring Fund will be Global X S&P 

500® Covered Call ETF. 

The Target Fund is currently a series 

of the Horizons ETF Trust I.11 Following 

the Reorganization, the Acquiring Fund 

will be a series of Global X Funds. The 

Target Fund’s investment adviser is 

Horizons ETFs Management (US) LLC.12

Following the Reorganization, the 

Acquiring Fund’s investment adviser 

will be Global X Management Company 

LLC.13

The Target Fund’s current principal 

underwriter and distributor is Foreside 

Fund Services, LLC. Following the 

Reorganization, the Acquiring Fund’s 

principal underwriter and distributor 

will be SEI Investments Distribution Co. 

The Target Fund’s current transfer 

agent and administrator is U.S. Bancorp 

Fund Services, LLC. Following the 

Reorganization, the Acquiring Fund’s 

administrator will be Global X 

Management Company LLC, the 

Acquiring Fund’s sub-administrator will 

be SEI Investments Global Funds 

Services, and the Acquiring Fund’s 

transfer agent will be Brown Brothers 

Harriman & Co.14 The Target Fund’s 

current custodian is U.S. Bank, N.A. 

Following the Reorganization, the 

Acquiring Fund’s custodian will be 

Brown Brothers Harriman & Co.15 The 

Second Prior Release stated that the 

Bank of New York Mellon serves as subcustodian for the Target Fund. 

Following the Reorganization, the 

Acquiring Fund would not have a subcustodian. 

The Prior Notice stated that all orders 

to purchase or redeem Shares directly 

from the Target Fund must be placed for 


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Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 66817 

16As stated in the Prior Notice, the consideration 

for purchase of a Creation Unit of the Target Fund 

generally consists of the in-kind deposit of a 

designated portfolio of securities (‘‘Deposit 

Securities’’) per each Creation Unit, constituting a 

substantial replication, or a portfolio sampling 

representation, of the securities included in the 

Target Fund’s underlying Index, together with the 

deposit of a specified cash payment. The 

consideration for redemption of a Creation Unit of 

the Target Fund generally consists of Deposit 

Securities together with a Cash Component. 

17See, e.g., Securities Exchange Act Release Nos. 

73716 (December 2, 2014), 79 FR 72723 (December 

8, 2014) (SR–NYSEArca-2014–134) (Notice of Filing 

of Proposed Rule Change Relating to Listing and 

Trading the following Series of IndexIQ Active ETF 

Trust under NYSE Arca Equities Rule 8.600: IQ 

Wilshire Alternative Strategies ETF); 71894 (April 

7, 2014), 79 FR 20273 (April 11, 2014) (SR– 

NYSEArca-2014–30) (Notice of Filing of Proposed 

Rule Change Relating to Listing and Trading Shares 

of Hull Tactical US ETF under NYSE Arca Equities 

Rule 8.600). 

18As stated in the Second Prior Release, S&P Dow 

Jones Indices LLC is the ‘‘Index Provider’’ for the 

Index and is unaffiliated with the Target Fund or 

Horizons ETFs Management (US) LLC, the adviser 

for the Target Fund. Following the Reorganization, 

the Index Provider will be unaffiliated with the 

Acquiring Fund or Global X Management Company 

LLC. The Index Provider is not a broker-dealer and 

is not affiliated with a broker-dealer and has 

implemented procedures designed to prevent the 

use and dissemination of material, non-public 

information regarding the Index. 

19See note 5, supra. All terms referenced but not 

defined herein are defined in the Prior Releases. 

20 15 U.S.C. 78f (b)(5). 21See note 17, supra. 

one or more Creation Units by 4:00 p.m., 

Eastern time (‘‘E.T.’’) in the manner set 

forth in the relevant participant 

agreement and/or applicable order form. 

The Exchange proposes that, following 

the Reorganization, all orders to 

purchase or redeem Shares directly from 

the Acquiring Fund must be placed for 

one or more Creation Units by 3:00 p.m., 

E.T. Because the Acquiring Fund’s 

investments in options contracts cannot 

be delivered in-kind as Deposit 

Securities (as defined below), the 

Acquiring Fund must directly enter into 

or close such options contracts in 

connection with any Shares purchased 

or redeemed directly from the Acquiring 

Fund.16 A cut-off time prior to 4:00 

p.m., E.T., when the Acquiring Fund’s 

net asset value will be calculated, would 

ensure that the Acquiring Fund would 

be notified of any such purchase or 

redemption activity with sufficient time 

to enter into or close options positions 

at the same time as the determination of 

the Acquiring Fund’s net asset value 

and prior to the close of the options 

market at 4:15 p.m., E.T. The Exchange 

notes that the Commission has 

previously approved Exchange listing 

and trading of issues of Managed Fund 

Shares under NYSE Arca Rule 8.600–E 

for which the cut-off time for placing 

orders to create or redeem is 3:00 p.m., 

E.T.17

The Target Fund’s current website is 

us.horizonsetfs.com. Following 

implementation of the Reorganization, 

the Acquiring Fund’s website will be 

www.globalxfunds.com. 

The investment objective of the 

Acquiring Fund will remain unchanged 

from that of the Target Fund. In 

addition, the Index underlying the 

Acquiring Fund meets and will 

continue to meet the representations 

regarding the Index as described in the 

Prior Releases.18 Except for the changes 

noted above, all other representations 

made in the Prior Releases remain 

unchanged.19 Global X Management 

Company LLC represents that the Target 

Fund and Acquiring Fund will satisfy 

all applicable requirements of the 1940 

Act and 1933 Act in connection with 

the Reorganization. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 20 that an 

exchange have rules that are designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 

impediments to, and perfect the 

mechanism of a free and open market 

and, in general, to protect investors and 

the public interest. 

The Exchange believes that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices, and is designed to 

promote just and equitable principles of 

trade and to protect investors and the 

public interest. 

Global X Funds has filed the Proxy 

Statement describing the Reorganization 

pursuant to which, following approval 

of the Target Fund’s shareholders, all or 

substantially all of the assets and all of 

the stated liabilities included in the 

financial statements of the Target Fund 

would be transferred to a corresponding, 

newly-formed fund of Global X Funds. 

This filing proposes to reflect 

organizational and administrative 

changes that would be implemented as 

a result of the Reorganization. As noted 

above, Global X Management Company 

LLC is not registered as a broker-dealer 

but is affiliated with broker-dealers. 

Global X Management Company LLC 

has implemented and will maintain a 

fire wall with respect to its affiliated 

broker-dealers regarding access to 

information concerning the composition 

and/or changes to the Acquiring Fund’s 

portfolio. In the event (a) Global X 

Management Company LLC becomes 

registered as a broker-dealer or newly 

affiliated with a broker-dealer, or (b) any 

new adviser or sub-adviser becomes 

registered as a broker-dealer or newly 

affiliated with a broker-dealer, it will 

implement and maintain a fire wall with 

respect to its relevant personnel or such 

broker-dealer affiliate regarding access 

to information concerning the 

composition and/or changes to the 

portfolio, and will be subject to 

procedures designed to prevent the use 

and dissemination of material nonpublic information regarding such 

portfolio. According to the Proxy 

Statement, the investment objective of 

the Acquiring Fund will be the same as 

the investment objective of the Target 

Fund following implementation of the 

Reorganization. With respect to the 

proposal that orders to purchase or 

redeem Shares directly from the 

Acquiring Fund must be placed for one 

or more Creation Units by 3:00 p.m., 

E.T., a cut-off time prior to 4:00 p.m., 

E.T., when the Acquiring Fund’s net 

asset value will be calculated, would 

ensure that the Acquiring Fund would 

be notified of any such purchase or 

redemption activity with sufficient time 

to enter into or close options positions 

at the same time as the determination of 

the Acquiring Fund’s net asset value 

and prior to the close of the options 

market at 4:15 p.m., E.T. The Exchange 

notes that the Commission has 

previously approved Exchange listing 

and trading of issues of Managed Fund 

Shares under NYSE Arca Rule 8.600–E 

for which the cut-off time for placing 

orders to create or redeem is 3:00 p.m., 

E.T.21 The Exchange believes the 

proposed changes will not adversely 

impact investors or Exchange trading. In 

addition, the Index underlying the 

Acquiring Fund meets and will 

continue to meet the representations 

regarding the Index as described in the 

Prior Releases. 

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 purposes of the Act. The 

Exchange believes the proposed rule 

change will enhance competition and 

benefit investors and the marketplace by 

permitting continued listing and trading 

of Shares of the Acquiring Fund 

following implementation of the 

changes described above that would 

follow the Reorganization, which 

changes would not impact the 

investment objective of the Acquiring 

Fund or the Target Fund. 


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66818 Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 

22 15 U.S.C. 78s(b)(3)(A). 

23 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. 

24 17 CFR 240.19b–4(f)(6). 

25 17 CFR 240.19b–4(f)(6)(iii). 

26The Commission notes that, according to the 

Exchange, the Target Fund and the Acquiring Fund 

will satisfy all applicable requirements of the 1940 

Act and the 1933 Act in connection with the 

Reorganization. 

27For 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). 

28 17 CFR 200.30–3(a)(12). 

1 15 U.S.C.78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

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 22 and Rule 19b– 

4(f)(6) thereunder.23

A proposed rule change filed under 

Rule 19b–4(f)(6) 24 normally does not 

become operative for 30 days after the 

date of filing. However, Rule 19b– 

4(f)(6)(iii) 25 permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. In its 

filing with the Commission, the 

Exchange requested that the 

Commission waive the 30-day operative 

delay so that the proposed rule change 

may become operative upon filing. The 

Commission notes that the Exchange’s 

proposal would make organizational 

and administrative changes that would 

be implemented as a result of the 

Reorganization, as well as reflect a 

change in the cut-off time for orders to 

create or redeem Shares. The 

Commission believes that waiver of the 

30-day operative delay would permit 

continued listing and trading of the 

Shares of the Acquiring Fund on the 

Exchange upon shareholder approval of 

the Reorganization.26 For these reasons, 

the Commission believes that waiving 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest. Therefore, the 

Commission hereby waives the 

operative delay and designates the 

proposal as operative upon filing.27

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will 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–2018–92 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-2018–92. 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–2018–92 and 

should be submitted on or before 

January 17, 2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.28

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–27990 Filed 12–26–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84874; File No. SR– 

NYSEArca–2018–80] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Modify the NYSE Arca 

Options Fee Schedule in Conjunction 

With Relocating the Trading Floor to a 

New Trading Facility 

December 19, 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 December 

18, 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, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify the 

NYSE Arca Options Fee Schedule (‘‘Fee 

Schedule’’) in conjunction with 

relocating the Trading Floor to a new 

trading facility. The Exchange proposes 

to implement the fee change effective 


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