45168 Federal Register / Vol. 83, No. 172 / Wednesday, September 5, 2018 / Notices 

30 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. 

or appropriate in furtherance of the 

purposes of the Act. Rather, the 

Exchange believes that the proposed 

rule change is evidence of the 

competitive forces in the equities 

markets. The Exchange originally 

launched the Nasdaq Closing Cross in 

2004 with a ten minute cutoff period 

where Participants would no longer 

have the ability to enter additional 

MOC/LOC Orders, and would have 

limited ability to interact with their 

already entered orders. While the 

Exchange launched functionality last 

year to accept LOC Orders up to five 

minutes before the execution of the 

Nasdaq Closing Cross, these orders are 

subject to conditions that may not 

appeal to all market participants. 

Meanwhile, exchanges that have 

launched closing auctions more recently 

have typically adopted them with 

shorter cutoff periods. The Exchange 

believes that the market participants 

that trade in the Nasdaq Closing Cross, 

which determines the Nasdaq Official 

Closing Price for all Nasdaq listed 

stocks, would similarly benefit from a 

shorter cutoff period. The proposed 

cutoff times would apply equally to all 

Participants and reflects the current 

market environment where trading is 

increasingly more automated and 

efficient, and where competing 

exchanges already offer later cutoff 

times than those currently in place on 

Nasdaq. The Exchange believes that the 

proposed changes to the Order 

Imbalance Indicator similarly reflect the 

current competitive environment as the 

Exchange’s changes are designed to 

continue to provide complete and 

timely information to the market, to the 

benefit of Participants that trade on 

Nasdaq. The proposed changes to the 

Order Imbalance Indicator, like the 

changes being made to the cutoff times, 

will apply equally to all Participants. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

such proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml ); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2018–068 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–NASDAQ–2018–068. 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–NASDAQ–2018–068 and 

should be submitted on or before 

September 26, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–19148 Filed 9–4–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83982; File No. SR– 

NYSEArca–2018–62] 

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 American 

Century Diversified Municipal Bond 

ETF Under NYSE Arca Rule 8.600–E 

August 29, 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 August 

17, 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 list and 

trade shares of the American Century 

Diversified Municipal Bond ETF under 

NYSE Arca Rule 8.600–E (‘‘Managed 

Fund Shares’’). 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 


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4The Securities and Exchange Commission 

(‘‘Commission’’) has approved Exchange listing and 

trading shares of actively managed funds that 

principally hold municipal bonds. See, e.g., 

Securities Exchange Act Release Nos. 60981 

(November 10, 2009), 74 FR 59594 (November 18, 

2009) (SR–NYSEArca–2009–79) (order approving 

listing and trading of shares of the PIMCO ShortTerm Municipal Bond Strategy Fund and PIMCO 

Intermediate Municipal Bond Strategy Fund); 79293 

(November 10, 2016), 81 FR 81189 (November 17, 

2016) (SR–NYSEArca–2016–107) (order approving 

listing and trading of shares of Cumberland 

Municipal Bond ETF under Rule 8.600); 80865 

(June 6, 2017), 82 FR 26970 (June 12, 2017) (order 

approving listing and trading of shares of the 

Franklin Liberty Intermediate Municipal 

Opportunities ETF and Franklin Liberty Municipal 

Bond ETF under NYSE Arca Equities Rule 8.600); 

80885 (June 8, 2017), 82 FR 27302 (June 14, 2017) 

(order approving listing and trading of shares of the 

IQ Municipal Insured ETF, IQ Municipal Short 

Duration ETF, and IQ Municipal Intermediate ETF 

under NYSE Arca Equities Rule 8.600); 82166 

(November 29, 2017), 82 FR 57497 (December 5, 

2017) (SR–NYSEArca–2017–90) (order approving 

listing and trading of shares of the Hartford 

Municipal Opportunities ETF Under NYSE Arca 

Rule 8.600–E). The Commission also has approved 

listing and trading on the Exchange of shares of the 

SPDR Nuveen S&P High Yield Municipal Bond 

Fund under Commentary .02 of NYSE Arca Equities 

Rule 5.2(j)(3). See Securities Exchange Act Release 

No.63881 (February 9, 2011), 76 FR 9065 (February 

16, 2011) (SR–NYSEArca–2010–120). 

5A Managed Fund Share is a security that 

represents an interest in an investment company 

registered under the Investment Company Act of 

1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as 

an open-end investment company or similar entity 

that invests in a portfolio of securities selected by 

its investment adviser consistent with its 

investment objectives and policies. In contrast, an 

open-end investment company that issues 

Investment Company 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. 

6The Trust is registered under the 1940 Act. On 

June 22, 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) (‘‘Securities 

Act’’), and under the 1940 Act relating to the Fund 

(File Nos. 333–221045 and 811–23305) 

(‘‘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. 

32871 (October 25, 2017) (File No. 812–14793) 

(‘‘Exemptive Order’’). 

7An 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, the 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. 

8The term ‘‘normal market conditions’’ is defined 

in NYSE Arca Rule 8.600–E(c)(5). 

9Municipal securities primarily include debt 

obligations are issued by or on behalf of the District 

of Columbia, states, territories, commonwealths and 

possessions of the United States and their political 

subdivisions (e.g., cities, towns, counties, school 

districts, authorities and commissions) and 

agencies, authorities and instrumentalities. 

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 Exchange proposes to list and 

trade shares (‘‘Shares’’) of the American 

Century Diversified Municipal Bond 

ETF (‘‘Fund’’) under NYSE Arca Rule 

8.600–E,4 which governs the listing and 

trading of Managed Fund Shares.5 The 

Shares will be offered by the American 

Century ETF Trust (the ‘‘Trust’’), which 

is registered with the Commission as an 

open-end management investment 

company.6 The Fund is a series of the 

Trust. 

American Century Investment 

Management, Inc. will be the Fund’s 

investment adviser (‘‘Adviser’’). 

Foreside Fund Services, LLC will be the 

Fund’s distributor. State Street Bank 

and Trust Company will serve as 

transfer agent for the Fund. 

Commentary .06 to Rule 8.600–E 

provides that, if the investment adviser 

to the investment company issuing 

Managed Fund Shares is affiliated with 

a broker-dealer, such investment adviser 

shall erect a ‘‘fire wall’’ between the 

investment adviser and the brokerdealer with respect to access to 

information concerning the composition 

and/or changes to such investment 

company portfolio.7 In addition, 

Commentary .06 further requires that 

personnel who make decisions on the 

open-end fund’s portfolio composition 

must be subject to procedures designed 

to prevent the use and dissemination of 

material nonpublic information 

regarding the open-end fund’s portfolio. 

The Adviser is not registered as a 

broker-dealer but is affiliated with a 

broker-dealer, and has implemented a 

‘‘fire wall’’ with respect to such brokerdealer affiliate regarding access to 

information concerning the composition 

of and/or changes to the Fund’s 

portfolio. In addition, personnel who 

make decisions on the Fund’s portfolio 

composition must be subject to 

procedures designed to prevent the use 

and dissemination of material, nonpublic information regarding the Fund’s 

portfolio. In the event (a) the Adviser 

becomes registered as a broker-dealer or 

newly affiliated with a broker-dealer, or 

(b) any new adviser to the Fund is a 

registered broker-dealer or becomes 

affiliated with a broker-dealer, the 

applicable adviser will implement and 

maintain a fire wall with respect to its 

relevant personnel or broker-dealer 

affiliate regarding access to information 

concerning the composition and/or 

changes to the Fund’s portfolio, and will 

be subject to procedures designed to 

prevent the use and dissemination of 

material non-public information 

regarding such portfolio. 

American Century Diversified 

Municipal Bond ETF 

According to the Registration 

Statement, the Fund will seek current 

income that is exempt from federal 

income tax. The Fund will invest in 

municipal and other debt securities. 

Under normal market conditions,8 the 

Fund will invest at least 80% of the 

Fund’s net assets in municipal 

securities (‘‘Municipal Securities’’).9

According to the Registration 

Statement, the Fund may invest in 

Municipal Securities which, for 

purposes of this filing, are the following: 

• General obligation bonds 

• Revenue (or limited obligation) bonds 

• Private activity (or industrial 

development) bonds 

• Municipal notes 

• Municipal warrants 

• Municipal lease obligations 

• Zero-coupon municipal securities 

• Municipal tobacco bonds 

The Fund may purchase new issues of 

Municipal Securities on a when-issued 

or forward commitment basis. 

The Municipal Securities in which 

the Fund invests may be fixed, variable 

or floating rate securities. 

Other Investments 

While the Fund, under normal market 

conditions, will invest at least 80% of 

its net assets in Municipal Securities as 

described above, the Fund may, under 

normal market conditions, invest up to 

20% of its net assets in the aggregate in 

the securities and financial instruments 

described below. 


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10For purposes of this filing, the term ‘‘cash 

equivalents’’ has the meaning specified in 

Commentary .01(c) to NYSE Arca Rule 8.600–E. 

11The Adviser represents that, to the extent the 

Trust effects the creation or redemption of Shares 

wholly or partially in cash, such transactions will 

be effected in the same manner for all Authorized 

Participants. 12See note 11, supra. 

The Fund may hold cash and cash 

equivalents.10 In addition, the Fund 

may hold the following fixed income 

securities with maturities of three 

months or more: Securities issued or 

guaranteed by the U.S. government and 

its agencies and instrumentalities; 

commercial paper; bankers’ 

acceptances; notes; bonds (other than 

bonds that are Municipal Securities); 

debentures; repurchase agreements; 

money market funds; and certificates of 

deposit. 

The Fund may hold the following 

derivative instruments: U.S. Treasury 

futures contracts; interest rate futures; 

futures on fixed income securities or 

fixed income securities indexes; and 

exchange-traded and over-the-counter 

(‘‘OTC’’) credit default swaps, interest 

rate swaps, swaps on fixed income 

securities, and swaps on fixed income 

securities indexes. 

The Fund may hold structured notes. 

The Fund may hold inverse floaters. 

The Fund may hold variable or 

floating rate fixed income securities 

(other than variable or floating rate 

Municipal Securities). 

The Fund may purchase zero-coupon 

debt securities (other than zero-coupon 

Municipal Securities). 

The Fund may purchase step-coupon 

or step-rate debt securities. 

The Fund may purchase pay-in-kind 

securities. 

The Fund may engage in short sales 

in any of the securities or financial 

instruments in which it may invest. 

The Fund will not invest in securities 

or other financial instruments that have 

not been described in this proposed rule 

change. 

Creations and Redemptions of Shares 

According to the Registration 

Statement, the consideration for 

purchase of Creation Units of the Fund 

generally will consist of cash. 

Alternatively, Creation Units may at 

times be offered in exchange for 

‘‘Deposit Securities’’ (i.e., the in-kind 

deposit of a designated portfolio of 

securities) and the Cash Component as 

described below. Together, the Deposit 

Securities and the Cash Component 

constitute the ‘‘Fund Deposit.’’ The 

Fund Deposit represents the minimum 

initial and subsequent investment 

amount for a Creation Unit of the Fund. 

The ‘‘Cash Component’’ is an amount 

equal to the difference between the net 

asset value (‘‘NAV’’) of the Shares (per 

Creation Unit) and the ‘‘Deposit 

Amount,’’ which is an amount equal to 

the market value of the Deposit 

Securities, and serves to compensate for 

any differences between the NAV per 

Creation Unit and the Deposit Amount. 

The size of a Creation Unit will be 

50,000 Shares, which is subject to 

change; however, the size of a Creation 

Unit will not exceed 100,000 Shares. 

When partial or full cash purchases of 

Creation Units are available or specified 

for the Fund, they will be effected in 

essentially the same manner as in-kind 

purchases thereof. In the case of a 

partial or full cash purchase, the 

‘‘Authorized Participant’’ (as described 

below) must pay the cash equivalent of 

the Deposit Securities it would 

otherwise be required to provide 

through the in-kind purchase, plus the 

same Cash Component required to be 

paid by an in-kind purchaser. 

The Adviser will make available 

through the NSCC on each business day 

prior to the opening of business on the 

Exchange, the list of names and the 

required number of shares of each 

Deposit Security and the amount of the 

Cash Component (if any) to be included 

in the current Fund Deposit. 

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 facilities of the Depository Trust 

Company (‘‘DTC’’) or the clearing 

process through the Continuous Net 

Settlement System of the National 

Securities Clearing Corporation 

(‘‘NSCC’’) (‘‘NSCC Clearing Process’’), or 

that the Authorized Participant is not 

able to trade due to a trading 

restriction.11

An Authorized Participant must 

submit an irrevocable order to purchase 

Shares of the Fund, in proper form, no 

later than two hours prior to the closing 

time of the Core Trading Session of the 

Exchange (normally 2 p.m., Eastern time 

(‘‘E.T.’’)), on any business day to receive 

that day’s NAV. 

To be eligible to place orders and to 

create a Creation Unit of the Fund, an 

entity must be: (i) A ‘‘Participating 

Party,’’ i.e., a broker-dealer or other 

participant in the NSCC Clearing 

Process, or (ii) a DTC Participant, and, 

in either case, must have executed an 

agreement with the distributor with 

respect to creations and redemptions of 

Creation Units (Authorized Participant 

Agreement). A Participating Party or 

DTC Participant who has executed an 

Authorized Participant Agreement is 

referred to as an ‘‘Authorized 

Participant.’’ 

Shares of the Fund may be redeemed 

by Authorized Participants only in 

Creation Units at their NAV next 

determined after receipt of a redemption 

request in proper form and only on a 

business day. 

The Adviser 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 to 

redemption requests received in proper 

form on that day (Fund Securities), and 

an amount of cash as described below 

(Cash Amount) (if any). 

Unless cash redemptions are available 

or specified for the Fund, the 

redemption proceeds for a Creation Unit 

generally will consist of Fund 

Securities, plus the Cash Amount, 

which is an amount equal to the 

difference between the NAV of the 

Shares being redeemed, as next 

determined after the receipt of a 

redemption request in proper form, and 

the value of Fund Securities, less a 

redemption transaction fee. 

When partial or full cash redemptions 

of Creation Units are available or 

specified, they will be effected in 

essentially the same manner as in-kind 

purchases thereof. In the case of a 

partial or full cash redemption, the 

Authorized Participant receives the cash 

equivalent of the Fund Securities it 

would otherwise receive through an inkind redemption, plus the same Cash 

Amount to be paid to an in-kind 

redeemer.12

Redemption requests for Creation 

Units of the Fund must be submitted to 

the transfer agent by or through an 

Authorized Participant. An Authorized 

Participant must submit an irrevocable 

request to redeem Shares no later than 

two hours prior to the closing of the 

regular trading session of the Exchange 

(normally 2:00 p.m., E.T.) on any 

business day, in order to receive that 

day’s NAV. 

Availability of Information 

The Fund will disclose on the Fund’s 

website (www.americancenturyetfs.com) 

at the start of each business day the 

identities and quantities of the 

securities and other assets held by the 

Fund that will form the basis of the 

Fund’s calculation of its NAV on that 

business day. The portfolio holdings so 

disclosed will be based on information 


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13Currently, it is the Exchange’s understanding 

that several major market data vendors display and/ 

or make widely available Portfolio Indicative 

Values taken from CTA or other data feeds. 

14 ‘‘Periods of high cash inflows or outflows’’ as 

used herein, mean rolling periods of seven calendar 

days during which inflows or outflows of cash, in 

the aggregate, exceed 10% of the Fund’s net assets 

as of the opening of business on the first day of 

such periods. 

15The Fund’s investments in Municipal 

Securities will include investments in state and 

local (e.g., county, city, town) Municipal Securities 

relating to such sectors as the following: Airports; 

bridges and highways; hospitals; housing; jails; 

mass transportation; nursing homes; parks; public 

buildings; recreational facilities; school facilities; 

streets; and water and sewer works. 

16Commentary .01(b)(1) to NYSE Arca Rule 

8.600–E provides that components that in the 

aggregate account for at least 75% of the fixed 

income weight of the portfolio each shall have a 

minimum original principal amount outstanding of 

$100 million or more. 

as of the close of business on the prior 

business day and/or trades that have 

been completed prior to the opening of 

business on that business day and that 

are expected to settle on the business 

day. 

The website for the Fund will contain 

the following information, on a perShare basis, for the Fund: (1) The prior 

business day’s NAV; (2) the market 

closing price or midpoint of the bid-ask 

spread at the time of NAV calculation 

(the ‘‘Bid-Ask Price’’); and (3) a 

calculation of the premium or discount 

of the Bid-Ask Price against such NAV. 

In addition, on each business day, 

before the commencement of trading in 

Shares on the NYSE Arca, the Fund will 

disclose on its website the identities and 

quantities of the portfolio securities and 

other assets held by the Fund that will 

form the basis for the calculation of 

NAV at the end of the business day. 

The Fund’s portfolio holdings will be 

disclosed on the Fund’s website daily 

after the close of trading on the 

Exchange and prior to the opening of 

trading on the Exchange the following 

day. On a daily basis, the Fund will 

disclose the information required under 

NYSE Arca Rule 8.600–E (c)(2) to the 

extent applicable. The website 

information will be publicly available at 

no charge. 

The approximate value of the Fund’s 

investments on a per-Share basis, the 

IOPV, will be disseminated every 15 

seconds during the Exchange Core 

Trading Session (ordinarily 9:30 a.m. to 

4:00 p.m., E.T.). 

Investors can also obtain the Fund’s 

Statement of Additional Information 

(‘‘SAI’’) and shareholder reports. The 

Fund’s SAI and shareholder reports will 

be available free upon request from the 

Trust, and those documents and Form 

N–CSR 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 will be available via the 

Consolidated Tape Association (‘‘CTA’’) 

high-speed line, and from the national 

securities exchange on which they are 

listed. Quotation information from 

brokers and dealers or pricing services 

will be available for Municipal 

Securities. Price information for money 

market funds is available from the 

applicable investment company’s 

website and from market data vendors. 

Price information for exchange-traded 

derivative instruments held by the Fund 

is available from the applicable 

exchange. Price information for certain 

fixed income securities held by the 

Fund is available through the Financial 

Industry Regulatory Authority’s 

(FINRA) Trade Reporting and 

Compliance Engine (‘‘TRACE’’). Price 

information for certain Municipal 

Securities held by the Fund is available 

through the Electronic Municipal 

Market Access (‘‘EMMA’’) of the 

Municipal Securities Rulemaking Board 

(‘‘MSRB’’). Pricing information 

regarding each asset class in which the 

Fund will invest will generally be 

available through nationally recognized 

data service providers through 

subscription agreements. In addition, 

the indicative optimized portfolio value 

(‘‘IOPV’’)(which is the Portfolio 

Indicative Value, as defined in NYSE 

Arca Rule 8.600–E(c)(3)), will be widely 

disseminated at least every 15 seconds 

during the Core Trading Session by one 

or more major market data vendors or 

other information providers.13

Investment Restrictions 

The Fund’s investments will be 

consistent with its investment goal and 

will not be used to provide multiple 

returns of a benchmark or to produce 

leveraged returns. 

Under normal market conditions, 

except for periods of high cash inflows 

or outflows,14 the Fund will satisfy the 

following criteria: 

i. The Fund will have a minimum of 

20 non-affiliated issuers; 

ii. No single municipal securities 

issuer will account for more than 10% 

of the weight of the Fund’s portfolio; 

iii. No individual bond will account 

for more than 5% of the weight of the 

Fund’s portfolio; 

iv. The Fund will limit its 

investments in Municipal Securities of 

any one state to 20% of the Fund’s total 

assets and will be diversified among 

issuers in at least 10 states; 

v. The Fund will be diversified among 

a minimum of five different sectors of 

the municipal bond market.15

Pre-refunded bonds will be excluded 

from the above limits. The Adviser 

represents that, with respect to prerefunded bonds (also known as 

refunded or escrow-secured bonds, the 

issuer ‘‘prerefunds’’ the bond by setting 

aside in advance all or a portion of the 

amount to be paid to the bondholders 

when the bond is called. Generally, an 

issuer uses the proceeds from a new 

bond issue to buy high grade, interest 

bearing debt securities, including direct 

obligations of the U.S. government, 

which are then deposited in an 

irrevocable escrow account held by a 

trustee bank to secure all future 

payments of principal and interest on 

the pre-refunded bonds. The escrow 

would be sufficient to satisfy principal 

and interest on the call or maturity date 

and one would not look to the issuer for 

repayment. Because pre-refunded 

bonds’ pricing would be valued based 

on the applicable escrow (generally U.S. 

government securities), such prerefunded securities would not be readily 

susceptible to market manipulation and 

it would be unnecessary to apply the 

diversification and weighting criteria set 

forth above. 

Application of Generic Listing 

Requirements 

The Exchange is submitting this 

proposed rule change because the 

portfolio for the Fund will not meet all 

of the ‘‘generic’’ listing requirements of 

Commentary .01 to NYSE Arca Rule 

8.600–E applicable to the listing of 

Managed Fund Shares. The Fund’s 

portfolio will meet all such 

requirements except for those set forth 

in Commentary .01(b)(1).16

The Exchange believes that it is 

appropriate and in the public interest to 

approve listing and trading of Shares of 

the Fund on the Exchange 

notwithstanding that the Fund would 

not meet the requirements of 

Commentary .01(b)(1) to Rule 8.600–E 

in that the Fund’s investments in 

municipal securities will be welldiversified. 

The Exchange believes that permitting 

Fund Shares to be listed and traded on 

the Exchange notwithstanding that less 

than 75% of the weight of the Fund’s 

portfolio may consist of components 

with less than $100 million minimum 


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45172 Federal Register / Vol. 83, No. 172 / Wednesday, September 5, 2018 / Notices 

17See Securities Exchange Act Release Nos. 

82974 (March 30, 2018), 83 FR 14698 (April 5, 

2018) (SR–NYSEArca–2017–99) (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 

the Hartford Schroders Tax-Aware Bond ETF Under 

NYSE Arca Rule 8.600–E); 82166 (November 29, 

2017), 82 FR 57497 (December 5, 2017) (SR– 

NYSEArca–2017–90) (Order Approving a Proposed 

Rule Change, as Modified by Amendment No. 2, to 

List and Trade Shares of the Hartford Municipal 

Opportunities ETF Under NYSE Arca Rule 8.600– 

E). 

18See NYSE Arca Rule 7.12–E. 

19 17 CFR 240.10A–3. 

20FINRA 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. 

21For a list of the current members of ISG, see 

www.isgportal.org. The Exchange notes that not all 

components of the Disclosed Portfolio may trade on 

markets that are members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement. 

original principal amount outstanding 

would provide the Fund with greater 

ability to select from a broad range of 

Municipal Securities, as described 

above, that would support the Fund’s 

investment goal. 

The Exchange believes that, 

notwithstanding that the Fund’s 

portfolio may not satisfy Commentary 

.01(b)(1) to Rule 8.600–E, the Fund’s 

portfolio will not be susceptible to 

manipulation. As noted above, the 

Fund’s investments, excluding prerefunded bonds, as described above, 

will be diversified among a minimum of 

20 non-affiliated issuers; no single 

municipal securities issuer will account 

for more than 10% of the weight of the 

Fund’s portfolio; no individual bond 

will account for more than 5% of the 

weight of the Fund’s portfolio; the Fund 

will limit its investments in Municipal 

Securities of any one state to 20% of the 

Fund’s total assets and will be 

diversified among issuers in at least 10 

states; and the Fund will be diversified 

among a minimum of five different 

sectors of the municipal bond market. 

The Exchange notes that the 

Commission has previously approved 

an exception from requirements set 

forth in Commentary .01(b) relating to 

municipal securities similar to those 

proposed with respect to the Fund.17

The Exchange notes that, other than 

Commentary .01(b)(1) to Rule 8.600–E, 

the Fund’s portfolio will meet all other 

requirements of Rule 8.600–E. 

Trading Halts 

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.18 Trading in Shares of the 

Fund will be halted if the circuit breaker 

parameters in NYSE Arca Rule 7.12–E 

have been reached. 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. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Shares subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Shares will trade on 

NYSE Arca from 4 a.m. to 8 p.m., E.T. 

in accordance with NYSE Arca Rule 

7.34–E (Early, Core, and Late Trading 

Sessions). The Exchange has 

appropriate rules to facilitate 

transactions in the Shares during all 

trading sessions. As provided in NYSE 

Arca Rule 7.6–E, the minimum price 

variation (‘‘MPV’’) for quoting and entry 

of orders in equity securities traded on 

NYSE Arca is $0.01, with the exception 

of securities that are priced less than 

$1.00 for which the MPV for order entry 

is $0.0001. 

The Shares of the Fund will conform 

to the initial and continued listing 

criteria under NYSE Arca Rule 8.600–E. 

Consistent with NYSE Arca Rule 8.600– 

E(d)(2)(B)(ii), the Adviser will 

implement and maintain, or be subject 

to, procedures designed to prevent the 

use and dissemination of material nonpublic information regarding the actual 

components of the Fund’s portfolio. The 

Exchange represents that, for initial 

and/or continued listing, the Fund will 

be in compliance with Rule 10A–3 19

under the Act, as provided by NYSE 

Arca Rule 5.3–E. A minimum of 100,000 

Shares will be outstanding at the 

commencement of trading on the 

Exchange. The Exchange will obtain a 

representation from the issuer of the 

Shares that the NAV per Share will be 

calculated daily and that the NAV and 

the Disclosed Portfolio will be made 

available to all market participants at 

the same time. The Fund’s investments 

will be consistent with the Fund’s 

investment goal and will not be used to 

enhance leverage. 

Surveillance 

The Exchange represents that trading 

in the Shares will be subject to the 

existing trading surveillances, 

administered by 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 

in all trading sessions and to deter and 

detect violations of Exchange rules and 

federal securities laws applicable to 

trading on the Exchange.20

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 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 from such markets 

and other entities.21 In addition, the 

Exchange may obtain information 

regarding trading in the Shares from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement. In 

addition, FINRA, on behalf of the 

Exchange, is able to access, as needed, 

trade information for certain fixed 

income securities held by the Fund 

reported to FINRA’s TRACE. FINRA 

also can access data obtained from the 

MSRB relating to municipal bond 

trading activity for surveillance 

purposes in connection with trading in 

the Shares. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

All statements and representations 

made in this filing regarding (a) the 

description of the portfolio, (b) 

limitations on portfolio holdings or 

reference assets, or (c) the applicability 

of Exchange listing rules specified in 

this rule filing shall constitute 

continued listing requirements for 

listing the Shares of the Fund on the 

Exchange. 

The issuer has represented to the 

Exchange that it will advise the 

Exchange of any failure by the Fund to 

comply with the continued listing 

requirements, and, pursuant to its 

obligations under Section 19(g)(1) of the 

Act, the Exchange will monitor for 

compliance with the continued listing 

requirements. If the Fund is not in 

compliance with the applicable listing 

requirements, the Exchange will 

commence delisting procedures under 

NYSE Arca Rule 5.5–E(m). 


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Federal Register / Vol. 83, No. 172 / Wednesday, September 5, 2018 / Notices 45173 

22 15 U.S.C. 78f(b)(5). 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

Equity Trading Permit Holders in an 

Information Bulletin (‘‘Bulletin’’) of the 

special characteristics and risks 

associated with trading the Shares. 

Specifically, the Bulletin will discuss 

the following: (1) The procedures for 

purchases and redemptions of Shares in 

Creation Unit aggregations (and that 

Shares are not individually redeemable); 

(2) NYSE Arca Rule 9.2–E(a), which 

imposes a duty of due diligence on its 

Equity Trading Permit Holders to learn 

the essential facts relating to every 

customer prior to trading the Shares; (3) 

the risks involved in trading the Shares 

during the Early and Late Trading 

Sessions when an updated IOPV will 

not be calculated or publicly 

disseminated; (4) how information 

regarding the IOPV and the Disclosed 

Portfolio is disseminated; (5) the 

requirement that Equity Trading Permit 

Holders deliver a prospectus to 

investors purchasing newly issued 

Shares prior to or concurrently with the 

confirmation of a transaction; and (6) 

trading information. 

In addition, the Bulletin will 

reference that the Fund is subject to 

various fees and expenses described in 

the Registration Statement. The Bulletin 

will discuss any exemptive, no-action, 

and interpretive relief granted by the 

Commission from any rules under the 

Act. The Bulletin will also disclose that 

the NAV for the Shares will be 

calculated after 4:00 p.m., E.T. each 

trading day. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 22 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 in that the Shares will 

be listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in NYSE Arca Rule 

8.600–E. The Exchange has in place 

surveillance procedures that are 

adequate to properly monitor trading in 

the Shares in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. The Exchange or FINRA, on behalf 

of the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares with other markets 

and other entities that are members of 

the ISG, and the Exchange or FINRA, on 

behalf of the Exchange, or both, may 

obtain trading information regarding 

trading in the Shares from such markets 

and other entities. In addition, the 

Exchange may obtain information 

regarding trading in the Shares from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement. In 

addition, FINRA, on behalf of the 

Exchange, is able to access, as needed, 

trade information for certain fixed 

income securities held by the Fund 

reported to TRACE. FINRA also can 

access data obtained from the MSRB 

relating to municipal bond trading 

activity for surveillance purposes in 

connection with trading in the Shares. 

The Adviser is not a registered brokerdealer but is affiliated with a brokerdealer. The Adviser has implemented a 

‘‘fire wall’’ with respect to such brokerdealer affiliate regarding access to 

information concerning the composition 

of and/or changes to the Fund’s 

portfolio. 

The Exchange believes that it is 

appropriate and in the public interest to 

approve listing and trading of Shares of 

the Fund on the Exchange 

notwithstanding that the Fund would 

not meet the requirements of 

Commentary .01(b)(1) to Rule 8.600–E 

in that the Fund’s investments in 

municipal securities will be welldiversified. As noted above, the Fund’s 

investments will be well-diversified in 

that the Fund, excluding pre-refunded 

bonds, as described above, will have a 

minimum of 20 non-affiliated issuers; 

no single municipal securities issuer 

will account for more than 10% of the 

weight of the Fund’s portfolio; no 

individual bond will account for more 

than 5% of the weight of the Fund’s 

portfolio; the Fund will limit its 

investments in Municipal Securities of 

any one state to 20% of the Fund’s total 

assets and will be diversified among 

issuers in at least 10 states; and the 

Fund will be diversified among a 

minimum of five different sectors of the 

municipal bond market. With respect to 

the proposed exclusion for pre-refunded 

bonds described above, generally, an 

issuer uses the proceeds from a new 

bond issue to buy high grade, interest 

bearing debt securities, including direct 

obligations of the U.S. government, 

which are then deposited in an 

irrevocable escrow account held by a 

trustee bank to secure all future 

payments of principal and interest on 

the pre-refunded bonds. The escrow 

would be sufficient to satisfy principal 

and interest on the call or maturity date 

and one would not look to the issuer for 

repayment. Because pre-refunded 

bonds’ pricing would be valued based 

on the applicable escrow (generally U.S. 

government securities), such prerefunded securities would not be readily 

susceptible to market manipulation and 

it would be unnecessary to apply the 

diversification and weighting criteria set 

forth above in ‘‘Investment 

Restrictions.’’ 

The Exchange believes that permitting 

Fund Shares to be listed and traded on 

the Exchange notwithstanding that less 

than 75% of the weight of the Fund’s 

portfolio may consist of components 

with less than $100 million minimum 

original principal amount outstanding 

would provide the Fund with greater 

ability to select from a broad range of 

municipal securities, as described 

above, that would support the Fund’s 

investment objective. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest in that the Exchange will 

obtain a representation from the issuer 

of the Shares that the NAV per Share 

will be calculated daily and that the 

NAV and the Disclosed Portfolio will be 

made available to all market 

participants at the same time. In 

addition, a large amount of information 

is publicly available regarding the Fund 

and the Shares, thereby promoting 

market transparency. Quotation and last 

sale information for the Shares will be 

available via the CTA high-speed line, 

and from the national securities 

exchange on which they are listed. Price 

information for Municipal Securities; 

cash equivalents; fixed income 

securities with maturities of three 

months or more (as described above); 

futures; exchange-traded and OTC 

swaps; structured notes; inverse floaters; 

variable or floating-rate fixed income 

securities (other than variable or floating 

rate Municipal Securities); zero-coupon 

debt securities (other than zero-coupon 

Municipal Securities); step-coupon or 

step-rate debt securities; and pay-inkind securities will be available from 

one or more major market data vendors. 

Price information for certain fixed 

income securities held by the Fund is 

available through the FINRA’s TRACE. 

Price information for certain Municipal 

Securities held by the Fund is available 

through MSRB’s EMMA. 

Prior to the commencement of 

trading, the Exchange will inform its 


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45174 Federal Register / Vol. 83, No. 172 / Wednesday, September 5, 2018 / Notices 

23 15 U.S.C. 78s(b)(3)(A)(iii). 

24 17 CFR 240.19b–4(f)(6). 

25 17 CFR 240.19b–4(f)(6)(iii). As required under 

Rule19b–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 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. 

26 17 CFR 240.19b–4(f)(6). 

27 17 CFR 240.19b–4(f)(6)(iii). 

28See supra note 17 and accompanying text. 

29For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

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

30 15 U.S.C. 78s(b)(2)(B). 

Equity Trading Permit Holders in an 

Information Bulletin of the special 

characteristics and risks associated with 

trading the Shares. 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. Trading in the 

Shares will be subject to NYSE Arca 

Rule 8.600–E(d)(2)(D), which sets forth 

circumstances under which Shares of 

the Fund may be halted. In addition, as 

noted above, investors will have ready 

access to information regarding the 

Fund’s holdings, the IOPV, the 

Disclosed Portfolio, 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 activelymanaged exchange-traded product that 

principally holds municipal securities 

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, as noted 

above, investors will have ready access 

to information regarding the Fund’s 

holdings, IOPV, Disclosed Portfolio, and 

quotation and last sale information for 

the Shares. 

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 actively-managed 

exchange-traded product that 

principally holds municipal securities 

and 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 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 23 and Rule 

19b–4(f)(6) thereunder.24 Because the 

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 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder.25

A proposed rule change filed under 

Rule 19b–4(f)(6) 26 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),27 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately 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 an exception from 

requirements set forth in Commentary 

.01(b) relating to municipal securities 

similar to those proposed with respect 

to the Fund.28 Additionally, the 

Exchange asserts that the waiver will 

permit the prompt listing and trading of 

an additional issue of Managed Fund 

Shares 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 Managed Fund Shares that 

hold municipal securities. The 

Commission believes that waiver of the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest because the proposed 

continued listing standards for the 

Shares are substantially similar to those 

applicable to others approved by the 

Commission for similar funds. 

Accordingly, the Commission hereby 

waives the 30-day operative delay and 

designates the proposed rule change 

operative upon filing.29

At any time within 60 days of the 

filing of such 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 

under Section 19(b)(2)(B) 30 of the Act 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–2018–62 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–2018–62. 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 


daltland on DSKBBV9HB2PROD with NOTICES
Federal Register / Vol. 83, No. 172 / Wednesday, September 5, 2018 / Notices 45175 

31 17 CFR 200.30–3(a)(12). 

1The Board modified its OFA procedures 

effective July 29, 2017. Among other things, the 

OFA process now requires potential offerors, in 

their formal expression of intent, to make a 

preliminary financial responsibility showing based 

on a calculation using information contained in the 

carrier’s filing and publicly available information. 

See Offers of Financial Assistance, EP 729 (STB 

served June 29, 2017); 82 FR 30,997 (July 5, 2017). 

2The Board will grant a stay if an informed 

decision on environmental issues (whether raised 

by a party or by the Board’s Office of Environmental 

Analysis (OEA) in its independent investigation) 

cannot be made before the exemption’s effective 

date. See Exemption of Out-of-Serv. Rail Lines, 5 

I.C.C.2d 377 (1989). Any request for a stay should 

be filed as soon as possible so that the Board may 

take appropriate action before the exemption’s 

effective date. 

3Each OFA must be accompanied by the filing 

fee, which is currently set at $1,800. See 

Regulations Governing Fees for Servs. Performed in 

Connection with Licensing & Related Servs.—2017 

Update, EP 542 (Sub-No. 25), slip op. App. B at 13 

(STB served August 8, 2018). 

4CTM states that it operated the Line pursuant to 

an operating easement granted to CTM by Soo Line 

Railroad Company (Soo) and that Soo continues to 

the own the real estate underlying the Line. Thus, 

CTM states that the right of way currently used by 

the Line potentially could be appropriate for other 

public purposes. 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. All comments received will 

be posted without change. Persons 

submitting comments are cautioned that 

we do not redact or edit personal 

identifying information from comment 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NYSEArca–2018–62, and should be 

submitted on or before September 26, 

2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–19146 Filed 9–4–18; 8:45 am] 

BILLING CODE 8011–01–P 

SURFACE TRANSPORTATION BOARD 

[Docket No. AB 1268X] 

Chicago Terminal Railroad— 

Abandonment Exemption—in Chicago, 

Illinois 

Chicago Terminal Railroad (CTM) 

filed a verified notice of exemption 

under 49 CFR 1152 subpart F—Exempt 

Abandonments to abandon a less than 

0.1-mile portion of the ‘‘Bloomingdale’’ 

line in Chicago, Ill., between N. Elston 

Avenue and Union Pacific North 

Avenue Yard (the Line). The Line 

traverses United States Postal Service 

Zip Code 60642. 

CTM has certified that: (1) No local 

freight traffic has moved over the Line 

for at least two years; (2) there is no 

overhead traffic on the Line; (3) no 

formal complaint filed by a user of rail 

service on the line (or a state or local 

government acting on behalf of any such 

user) regarding cessation of service over 

the line either is pending before the 

Surface Transportation Board or any 

U.S. District Court or has been decided 

in favor of the complainant within the 

two-year period; and (4) the 

requirements at 49 CFR 1105.7(c) 

(environmental report), 49 CFR 1105.11 

(transmittal letter), 49 CFR 1105.12 

(newspaper publication), and 49 CFR 

1152.50(d)(1) (notice to governmental 

agencies) have been met. 

As a condition to this exemption, any 

employee adversely affected by the 

abandonment shall be protected under 

Oregon Short Line Railroad— 

Abandonment Portion Goshen Branch 

Between Firth & Ammon, in Bingham & 

Bonneville Counties, Idaho, 360 I.C.C. 

91 (1979). To address whether this 

condition adequately protects affected 

employees, a petition for partial 

revocation under 49 U.S.C. 10502(d) 

must be filed. 

Provided no formal expression of 

intent to file an offer of financial 

assistance (OFA) has been received,1

this exemption will be effective on 

October 5, 2018, unless stayed pending 

reconsideration. Petitions to stay that do 

not involve environmental issues,2

formal expressions of intent to file an 

OFA under 49 CFR 1152.27(c)(2),3 and 

trail use/rail banking requests under 49 

CFR 1152.29 must be filed by September 

17, 2018. Petitions to reopen or requests 

for public use conditions under 49 CFR 

1152.28 must be filed by September 25, 

2018,4 with the Surface Transportation 

Board, 395 E Street SW, Washington, DC 

20423–0001. 

A copy of any petition filed with the 

Board should be sent to CTM’s 

representative: John D. Heffner, Clark 

Hill Strasburger, 1025 Connecticut Ave. 

NW, Suite 717, Washington, DC 20036. 

If the verified notice contains false or 

misleading information, the exemption 

is void ab initio. 

CTM has filed a combined 

environmental and historic report that 

addresses the effects, if any, of the 

abandonment on the environment and 

historic resources. OEA will issue an 

environmental assessment (EA) by 

September 10, 2018. Interested persons 

may obtain a copy of the EA by writing 

to OEA (Room 1100, Surface 

Transportation Board, Washington, DC 

20423–0001) or by calling OEA, at (202) 

245–0305. Assistance for the hearing 

impaired is available through the 

Federal Information Relay Service 

(FIRS) at 1–800–877–8339. Comments 

on environmental and historic 

preservation matters must be filed 

within 15 days after the EA becomes 

available to the public. 

Environmental, historic preservation, 

public use, or trail use/rail banking 

conditions will be imposed, where 

appropriate, in a subsequent decision. 

Pursuant to the provisions of 49 CFR 

1152.29(e)(2), CTM shall file a notice of 

consummation with the Board to signify 

that it has exercised the authority 

granted and fully abandoned the Line. If 

consummation has not been effected by 

CTM’s filing of a notice of 

consummation by September 5, 2019, 

and there are no legal or regulatory 

barriers to consummation, the authority 

to abandon will automatically expire. 

Board decisions and notices are 

available on our website at www.stb.gov. 

Decided: August 30, 2018. 

By the Board, Scott M. Zimmerman, Acting 

Director, Office of Proceedings. 

Jeffrey Herzig, 

Clearance Clerk. 

[FR Doc. 2018–19223 Filed 9–4–18; 8:45 am] 

BILLING CODE 4915–01–P 

SURFACE TRANSPORTATION BOARD 

[Docket No. FD 36214] 

Rock & Rail, LLC—Acquisition and 

Operation Exemption—Rail Lines of 

Martin Marietta Materials, Inc. 

Rock & Rail, LLC (R&R), a Class III rail 

carrier, has filed a verified notice of 

exemption under 49 CFR 1150.41 to 

acquire and operate approximately 0.51 

miles of rail line owned by Martin 

Marietta Materials, Inc. (MMM), located 

within MMM’s existing industry facility 

in Weld County, CO, between milepost 

14.97 and milepost 15.48, which 

includes existing yard, switching, and 

industry tracks (the Lines). 

R&R states that it has reached an 

agreement, pursuant to which MMM 

would transfer its interests in the Lines 

and other related facilities to R&R, 

including a concrete ready-mix plant, a 


daltland on DSKBBV9HB2PROD with NOTICES