Federal Register / Vol. 83, No. 12 / Thursday, January 18, 2018 / Notices 2695 

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

6The term ‘‘Member’’ means an individual or 

organization approved to exercise the trading rights 

associated with a Trading Permit. Members are 

deemed ‘‘members’’ under the Exchange Act. See 

Exchange Rule 100. 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission 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. The 

Exchange has satisfied this requirement. 

9 17 CFR 200.30–3(a)(12). 

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

of the Act 5 in particular, in that it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanisms of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. 

The Exchange believes the proposed 

changes promote just and equitable 

principles of trade and remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system because 

the proposed rule change corrects minor 

typographical errors and corrects errors 

in the hierarchical heading scheme to 

provide uniformity in the Exchange’s 

rulebook. The Exchange notes that the 

proposed changes to Exchange Rule 700, 

Exercise of Option Contracts; Rule 1308, 

Supervision of Accounts; and Rule 

1322, Options Communications, do not 

alter the application of each rule. As 

such, the proposed amendments would 

foster cooperation and coordination 

with persons engaged in facilitating 

transactions in securities and would 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national exchange system. In 

particular, the Exchange believes that 

the proposed changes will provide 

greater clarity to Members 6 and the 

public regarding the Exchange’s Rules. 

It is in the public interest for rules to be 

accurate and concise so as to eliminate 

the potential for confusion. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

MIAX Options does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change will have no 

impact on competition as it is not 

designed to address any competitive 

issues but rather is designed to add 

additional clarity to existing rules and 

to remedy minor non-substantive issues 

in the text of various rules identified in 

this proposal. 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on intermarket competition 

as the Rules apply equally to all 

Exchange Members. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

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 after the date of 

the filing, or such shorter time as the 

Commission may designate, it has 

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

of the Act 7 and Rule 19b–4(f)(6) 8

thereunder. 

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– 

MIAX–2018–01 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–MIAX–2018–01. 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–MIAX–2018–01 and should 

be submitted on or before February 8, 

2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00722 Filed 1–17–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–82487; File No. SR– 

NYSEArca–2017–138] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To List and Trade the 

Shares of the Goldman Sachs Access 

Emerging Markets Local Currency 

Bond ETF Under Commentary .02 to 

NYSE Arca Rule 5.2–E(j)(3) 

January 11, 2018. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 


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2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4NYSE Arca Rule 5.2–E(j)(3)(A) provides that an 

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). 

5See the Trust’s post-effective amendment to the 

Trust’s registration statement on Form N–1A, dated 

November 9, 2017 (File Nos. 333–200933 and 811– 

23013) (‘‘Registration Statement’’). The descriptions 

of the Fund and the Shares contained herein are 

based, in part, on information in the Registration 

Statement. In addition, the Commission has issued 

an order granting certain exemptive relief to the 

Trust under the Investment Company Act of 1940. 

See Investment Company Act Release No. 31465 

(February 23, 2015) (File No. 812–14361). 

6The Adviser is not registered as a broker-dealer 

but is affiliated with a broker-dealer and has 

implemented and will maintain a ‘‘fire wall’’ with 

respect to such broker-dealer affiliate regarding 

access to information concerning the composition 

of and/or changes to the Fund’s portfolio. 

7The term ‘‘normal market conditions’’ for these 

purposes will have the same meaning as the term 

defined in NYSE Arca Rule 8.600–E(c)(5). 

8For purposes of this filing, ETFs include 

Investment Company Units (as described in NYSE 

Arca Rule 5.2–E (j)(3)); Portfolio Depositary 

Receipts (as described in NYSE Arca Rule 8.100– 

E); and Managed Fund Shares (as described in 

NYSE Arca Rule 8.600–E). The ETFs all will be 

listed and traded in the U.S. on registered 

exchanges. The Fund will not invest in inverse or 

leveraged (e.g., +2x, –2X) index ETFs. 

9 In the aggregate, at least 90% of the weight of 

the Fund’s holdings invested in futures shall 

consist of futures for which the Exchange may 

obtain information via the ISG from other members 

or affiliates of the ISG or for which the principal 

market is a market with which the Exchange has a 

comprehensive surveillance sharing agreement. 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on December 

28, 2017, NYSE Arca, Inc. (‘‘Exchange’’ 

or ‘‘NYSE Arca’’) filed with the 

Securities and Exchange Commission 

(‘‘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 the shares of the Goldman Sachs 

Access Emerging Markets Local 

Currency Bond ETF (the ‘‘Fund’’), a 

series of Goldman Sachs ETF Trust (the 

‘‘Trust’’), under Commentary .02 to 

NYSE Arca Rule 5.2–E(j)(3) 

(‘‘Investment Company Units’’). 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 Exchange proposes to list and 

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

Sachs Access Emerging Markets Local 

Currency Bond ETF (‘‘Fund’’) under 

Commentary .02 to NYSE Arca Rule 

5.2–E(j)(3), which governs the listing 

and trading of Investment Company 

Units (‘‘ICUs’’) on the Exchange.4 The 

Fund will be an index-based exchange 

traded fund (‘‘ETF’’). The Shares will be 

offered by the Goldman Sachs ETF Trust 

(the ‘‘Trust’’), which is registered with 

the Commission as an investment 

company and has filed a registration 

statement on Form N–1A (the 

‘‘Registration Statement’’) with the 

Commission on behalf of the Fund.5

The investment adviser to the Fund 

will be Goldman Sachs Asset 

Management, L.P. (‘‘Adviser’’), a 

wholly-owned subsidiary of The 

Goldman Sachs Group, Inc.6 ALPS 

Distributors, Inc. will serve as the 

distributor (the ‘‘Distributor’’) of Fund 

Shares on an agency basis. The Bank of 

New York Mellon (the ‘‘Administrator’’) 

will be the administrator, custodian and 

transfer agent for the Fund. 

Goldman Sachs Access Emerging 

Markets Local Currency Bond ETF 

Principal Investments 

According to the Registration 

Statement, the Fund will seek to 

provide investment results that closely 

correspond, before fees and expenses, to 

the performance of the Citi Goldman 

Sachs Emerging Markets Local Currency 

Government Bond Index (the ‘‘Index’’). 

Under normal market conditions,7 the 

Fund will seek to achieve its investment 

objective by investing at least 80% of its 

assets (exclusive of collateral held from 

securities lending) in securities 

included in the Index. 

Other Investments 

While, under normal market 

conditions, the Fund will seek to 

achieve its investment objective by 

investing at least 80% of its assets 

(exclusive of collateral held from 

securities lending) in securities 

included in the Index, the Fund may 

invest up to 20% of its net assets in the 

securities and financial instruments not 

included in the Index, as described 

below. 

The Fund may invest in commercial 

paper and other short-term obligations 

issued or guaranteed by U.S. 

corporations, non-U.S. corporations or 

other entities. 

The Fund may hold foreign 

currencies. 

The Fund may invest in investment 

company securities, including 

exchange-traded funds (‘‘ETFs’’) 8 and 

money market funds. 

The Fund may invest in equity and 

fixed income securities of foreign 

issuers, including securities quoted or 

denominated in a currency other than 

U.S. dollars. 

The Fund may invest in Global 

Depositary Notes, credit linked notes 

and loan participation notes. 

The Fund may purchase and sell 

futures contracts and may also purchase 

and write call and put options on 

futures contracts. The Fund may 

purchase and sell futures contracts 

based on US and foreign securities 

indices, foreign currencies, interest rates 

and Eurodollars.9

The Fund may enter into interest rate, 

credit, total return, and currency swaps. 

The Fund also may enter into index 

swaps. 

The Fund may invest in foreign 

currency forward contracts. 

The Fund may enter into repurchase 

and reverse repurchase agreements. 

The Fund may invest in U.S. 

Government Securities. 

The Fund may invest in zero coupon, 

deferred interest, pay-in-kind and 

capital appreciation bonds. 

The Fund may invest in inflation 

protected securities of varying 

maturities issued by the U.S. Treasury 

and other U.S. and non-U.S. 

Government agencies and corporations. 

The Fund may invest in restricted 

securities (Rule 144A securities). 

Citi Goldman Sachs Emerging Markets 

Local Currency Government Bond Index 

The Index is a rules-based index that 

is designed to measure the performance 

of bonds issued by emerging market 


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10The 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. 

11The 12 non-affiliated issuers are the following; 

Republic of Colombia; Kingdom of Thailand; 

Government of Malaysia; Republic of Hungary; 

Indonesia Republic; Mexico (United Mexican 

States); Republic of Peru; Republic of Poland; 

Republic of South Africa; Brazil (Federative 

Republic and Secretaria Tesouro Nacional); Chile 

(Republic of Chile and Banco Central de Chile); and 

Russian Federation. 

12 17 CFR 240.10A–3. 

13The Exchange or the Financial Industry 

Regulatory Authority (‘‘FINRA’’), on behalf of the 

Exchange, or both, will communicate as needed 

regarding trading in the Shares and certain futures 

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 and 

certain futures from such markets and other 

entities. In addition, the Exchange may obtain 

information regarding trading in the Shares and 

certain futures from markets and other entities that 

are members of ISG or with which the Exchange has 

in place a comprehensive surveillance sharing 

agreement. For a list of current members of ISG, see 

www.isgportal.org. In addition, the Exchange is able 

to access from FINRA, as needed, trade information 

for certain fixed income securities held by the Fund 

reported to FINRA’s Trade Reporting and 

Compliance Engine (‘‘TRACE’’). 

14See Securities Exchange Act Release Nos. 

55621 (April 12, 2007), 72 FR 19571 (April 18, 

2007) (SR–NYSEArca–006–86) (order approving 

generic listing standards for ICUs based on 

international or global indexes); 44551 (July 12, 

2001), 66 FR 37716 (July 19, 2001) (SR–PCX–2001– 

14) (order approving generic listing standards for 

ICUs and Portfolio Depositary Receipts); 41983 

(October 6, 1999), 64 FR 56008 (October 15, 1999) 

(SR–PCX–98–29) (order approving rules for listing 

and trading of ICUs); 55783 (May 17, 2007), 72 FR 

29194 (May 24, 2007) (SR–NYSEArca–2007–36) 

(notice of filing of proposed rule change and 

Amendment No. 1 thereto to establish generic 

listing standards for exchange-traded funds based 

on fixed income indexes and order granting 

accelerated approval of proposed rule change as 

amended); 55437 (March 9, 2007), 72 FR 12233 

(March 15, 2007) (SR–Amex–2006–118) (approving 

generic listing standards for series of ETFs based on 

Fixed Income and Combination Indexes). 

15The Exchange notes, for informational 

purposes, that, as of November 30, 2017, the largest 

bond in the Index had $32.5 billion outstanding and 

the smallest bond in the Index had $762 million 

outstanding. The average size of Index component 

Continued 

governments and denominated in the 

local currency of the issuer that meet 

certain liquidity and fundamental 

screening criteria. As of July 31, 2017, 

there were 189 issues in the Index. 

The Index is a custom index that is 

owned and calculated by FTSE Fixed 

Income LLC (‘‘FTSE’’ or the ‘‘Index 

Provider’’), and is based on the Citi 

Emerging Markets Government Bond 

Index (the ‘‘Reference Index’’) using 

concepts developed with Goldman 

Sachs Asset Management.10

The Index Provider constructs the 

Index in accordance with a rules-based 

methodology that involves two steps: 

Step 1 

In the first step, the Index Provider 

defines the universe of potential index 

components (‘‘Universe’’) by applying 

specified criteria to the constituent 

securities of the Reference Index. The 

Reference Index includes sovereign debt 

issued in local currency that has a 

minimum of one year to maturity and is 

rated at least C by S&P or Ca by 

Moody’s. Issuers need to have a 

minimum of local currency equivalent 

of $10 billion outstanding for three 

consecutive months to be eligible for 

inclusion in the Reference Index. Only 

constituents of the Reference Index that 

have a minimum local currency 

equivalent of approximately $1 billion 

outstanding are included in the 

Universe. Provided there are 10 or more 

countries represented in the Universe, 

the weight of each country within the 

Universe is capped at 10%. 

Step 2 

In the second step, the Index Provider 

applies a fundamental screen to the 

Universe. Issuers are measured by two 

fundamental factors, money supply 

growth and current account to gross 

domestic product (‘‘GDP’’). The Index 

Provider ranks each issuer based on the 

two fundamental factors, equally 

weighted. The Index is constructed by 

including the highest ranking eligible 

securities, screening out lowest ranking 

eligible securities. 

The Index is rebalanced (i) monthly 

on the last business day of each month, 

to account for changes in maturities or 

ratings migration, and (ii) quarterly, to 

account for updates to the constituent 

securities on the basis of the 

fundamental factors (as described 

above). 

As of July 31, 2017, issuers from the 

following emerging market countries 

were included in the Index: Brazil, 

Chile, Colombia, Hungary, Indonesia, 

Malaysia, Mexico, Peru, Poland, Russia, 

South Africa, and Thailand. The 

countries included in the Index may 

change over time. The percentage of the 

portfolio exposed to any country or 

geographic region will vary from time to 

time as the weightings of the securities 

within the Index change, and the Fund 

may not be invested in each country or 

geographic region at all times. All such 

issuers are a government of a foreign 

country or a political subdivision of a 

foreign country. 

The Exchange is submitting this 

proposed rule change because the Index 

does not meet all of the ‘‘generic’’ listing 

requirements of Commentary .02 to 

NYSE Arca Rule 5.2–E(j)(3) applicable 

to the listing of Units. The Index meets 

all such requirements except for those 

set forth in Commentary .02(a)(5) to 

NYSE Arca Rule 5.2–E(j)(3) that an 

underlying index or portfolio (excluding 

one consisting entirely of exempted 

securities) must include a minimum of 

13 non-affiliated issuers. Specifically, as 

of July 31, 2017, the Index included 

components from 12 non-affiliated 

issuers, each of which is a foreign 

government or political subdivision of a 

foreign country.11

The Exchange represents that (1) 

except for the requirement under 

Commentary .02(a)(5) to NYSE Arca 

Rule 5.2–E(j)(3) that an underlying 

index or portfolio (excluding one 

consisting entirely of exempted 

securities) must include a minimum of 

13 non-affiliated issuers, the Shares of 

the Fund would satisfy all of the generic 

listing standards under NYSE Arca Rule 

5.2–E(j)(3); (2) the continued listing 

standards under NYSE Arca Rules 5.2– 

E(j)(3) and 5.5–E(g)(2) applicable to 

ICUs shall apply to the Shares; and (3) 

the Trust is required to comply with 

Rule 10A–3 12 under the Act for the 

initial and continued listing of the 

Shares. 

The Exchange represents that the 

Fund will comply with the initial and 

continued listing requirements of NYSE 

Arca Rules 5.2–E(j)(3) and 5.5–E(g)(2) 

applicable to ICUs on a continued basis. 

In addition, the Exchange represents 

that the Shares will comply with all 

other requirements applicable to ICUs 

including, but not limited to, 

requirements relating to the 

dissemination of key information such 

as the Index value and Intraday 

Indicative Value, rules governing the 

trading of equity securities, initial 

minimum number of shares required to 

be outstanding at commencement of 

trading, hours of trading in the 

Exchange’s Early, Core and Late Trading 

Sessions, trading halts, surveillance,13

and the Information Bulletin to ETP 

Holders, as set forth in prior 

Commission orders approving the 

generic listing rules applicable to the 

listing and trading of ICUs.14

The Exchange believes it is 

appropriate to permit the listing and 

trading of the Shares notwithstanding 

that the requirement of Commentary 

.02(a)(5) to NYSE Arca Rule 5.2–E(j)(3) 

is not met because the non-affiliated 

issuers represented by the Index 

components each is and will be a 

foreign sovereign government or 

government entity with a substantial 

amount of debt issuances outstanding, 

and, therefore, will make manipulation 

of the Index less feasible.15 In addition, 


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bonds was $4.8 billion and the total value of bonds 

in the Index was $998.7 billion. As of July 31, 2017, 

the twelve sovereign entities which have debt 

issues included in the Index had approximately 

$3.1 trillion in debt outstanding in the aggregate, 

with each such sovereign entity having 

approximately the following debt amount 

outstanding: Brazil ($1.1 trillion), Chile ($83.7 

billion), Colombia ($88.6 billion), Hungary ($91.7 

billion), Indonesia ($237.6 billion), Malaysia $168.3 

billion), Mexico ($444.9 billion), Peru ($39.3 

billion), Poland ($237.4 billion), Russia ($185.6 

billion), South Africa ($171.9 billion), and Thailand 

($229.7 billion). 

16Commentary .02(a)(2) to NYSE Arca Rule 5.2– 

E(j)(3) provides that components that in aggregate 

account for at least 75% of the Fixed Income 

Securities portion of the weight of the index or 

portfolio each shall have a minimum original 

principal amount outstanding of $100 million or 

more. Commentary .02(a)(4) to NYSE Arca Rule 

5.2–E(j)(3) provides that no component fixedincome security (excluding Treasury Securities and 

GSE Securities) shall represent more than 30% of 

the Fixed Income Securities portion of the weight 

of the index or portfolio and the top 5 fixed-income 

securities (excluding Treasury Securities and GSE 

Securities) shall not represent more than 65% of the 

Fixed Income Securities portion of the weight of the 

index or portfolio. 

17The Exchange notes, for informational 

purposes, that, as of July 31, 2017, the Index 

included 189 components; components that in 

aggregate accounted for 100% of the weight of the 

Index each had a minimum original principal 

amount outstanding of $100 million or more; no 

single component represented more than 3.23% of 

the weight of the Index; and the top 5 Index 

components represented 11.49% of the weight of 

the Index. The Index Provider has stated that the 

Index methodology is implemented in accordance 

with International Organization of Securities 

Commissions (‘‘IOSCO’’) ‘‘Principles for Financial 

Benchmarks’’. See https://www.yieldbook.com/m/ 

indices/announcements.shtml?view=rq. 

18 15 U.S.C. 78f. 

19 15 U.S.C. 78f(b)(5). 

20See note 15, supra. 

21See note 16, supra. 

the Index currently substantially 

exceeds the requirements of 

Commentary .02(a)(2) and Commentary 

.02(a)(4) 16 to NYSE Arca Rule 5.2– 

E(j)(3).17

The Index will at all times include a 

minimum of ten non-affiliated issuers 

that are foreign sovereign government or 

government entities, and a minimum of 

75 components, in addition to meeting 

the other continued listing requirements 

of Commentary .02 to NYSE Arca Rule 

5.2–E (j)(3). 

All statements and representations 

made in this filing regarding (a) the 

description of the index, portfolio or 

reference asset, (b) limitations on index 

or portfolio holdings or reference assets, 

or (c) the applicability of Exchange 

listing rules specified in this rule filing 

will constitute continued listing 

requirements for listing the Shares of 

the Fund on the Exchange. 

The issuer must notify 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). 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with Section 6(b) 

of the Act 18 in general and Section 

6(b)(5) of the Act 19 in particular in that 

it is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, 

and to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system. 

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 generic listing criteria in 

Commentary .02 to NYSE Arca Rule 

5.2–E(j)(3), except that the Index does 

not meet the requirement in 

Commentary .02(a)(5) to NYSE Arca 

Rule 5.2–E(j)(3) that an underlying 

index or portfolio (excluding one 

consisting entirely of exempted 

securities) must include a minimum of 

13 non-affiliated issuers. The Exchange 

believes that its surveillance procedures 

are adequate to properly monitor the 

trading of the Shares on the Exchange 

during all trading sessions and to deter 

and detect violations of Exchange rules 

and the applicable federal securities 

laws. 

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 Index will at 

all times include a minimum of ten nonaffiliated issuers that are foreign 

sovereign government or government 

entities; as noted above, such sovereign 

issuers have a substantial amount of 

debt outstanding.20 The Index will at all 

times include at least 75 components. In 

addition, the Index will meet the other 

continued listing requirements of 

Commentary .02 to NYSE Arca Rule 

5.2–E (j)(3).21 The Exchange believes the 

Index is and will continue to be welldiversified based on the minimum 

number of components (75) of at least 

ten sovereign issuers with substantial 

amounts of debt outstanding, and is 

therefore not susceptible to 

manipulation. 

In addition, the Exchange will obtain 

a representation from the issuer of the 

Shares that the net asset value (‘‘NAV’’) 

per Share will be calculated daily every 

day the New York Stock Exchange is 

open, and that the NAV will be made 

available to all market participants at 

the same time. In addition, a large 

amount of publicly available 

information will be publicly available 

regarding the Fund and the Shares, 

thereby promoting market transparency. 

Moreover, the Intraday Indicative 

Value (‘‘IIV’’) will be widely 

disseminated by one or more major 

market data vendors at least every 15 

seconds during the Exchange’s Core 

Trading Session (normally, 9:30 a.m. to 

4:00 p.m., Eastern Time). Information 

regarding market price and trading 

volume of the Shares will be continually 

available on a real-time basis throughout 

the day on brokers’ computer screens 

and other electronic services, and 

quotations and last sale information will 

be available via the Consolidated Tape 

Association (‘‘CTA’’) high-speed line. 

Quotation and last sale information for 

the Shares will be available via the CTA 

high-speed line. Price information for 

the Index components will be available 

from automated quotation systems, 

published or other public sources, or 

online information services such as 

Bloomberg or Reuters. The Fund’s 

website, which will be publicly 

available prior to the public offering of 

Shares, will include a form of the 

prospectus for the Fund that may be 

downloaded. On each business day, 

before commencement of trading in 

Shares in the Core Trading Session on 

the Exchange, the Trust will disclose on 

its website the following information 

regarding each portfolio holding, as 

applicable to the type of holding: Ticker 

symbol, CUSIP number or other 

identifier, if any; a description of the 

holding (including the type of holding); 

the identity of the security, index or 

other asset or instrument underlying the 

holding, if any; maturity date, if any; 

coupon rate, if any; effective date, if 

any; for options, the strike price; market 

value of the holding; quantity of each 

security or other asset held; and the 

percentage weighting of the holding in 

the Fund’s portfolio. In addition, a 

portfolio composition file, which will 

include the security names and 

quantities of securities and other assets 

required to be delivered in exchange for 

the Fund’s Shares, together with 

estimates and actual cash components, 

will be publicly disseminated prior to 

the opening of the Exchange via the 

National Securities Clearing 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 83, No. 12 / Thursday, January 18, 2018 / Notices 2699 

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). 

26For 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). 

Corporation. Moreover, prior to 

commencement of trading, the Exchange 

will inform its ETP Holders in an 

Information Bulletin of the special 

characteristics and risks associated with 

trading the Shares. 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 

the Shares inadvisable. In addition, as 

noted above, investors will have ready 

access to information regarding the 

Fund’s portfolio, the IIV, the Index 

value, and quotation and last sale 

information for the Shares. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of exchange-traded 

product that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

As noted above, the Shares will be 

subject to the existing trading 

surveillances administered by the 

Exchange and FINRA on behalf of the 

Exchange. The Exchange or FINRA, on 

behalf of the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares and certain futures 

with other markets and other entities 

that are members of ISG, and the 

Exchange, FINRA on behalf of the 

Exchange, or both, may obtain trading 

information in the Shares and certain 

futures from such markets and other 

entities. In addition, the Exchange may 

obtain information regarding trading in 

the Shares and certain futures 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, as noted above, investors will 

have ready access to information 

regarding the Fund’s holdings, the IIV, 

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 purposes of the Act. The 

Exchange believes that the proposed 

rule change will facilitate the listing and 

trading of an additional type of 

exchange-traded fund that principally 

holds fixed income securities of foreign 

sovereign governments and government 

entities 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 

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 

pursuant to Rule 19b–4(f)(6) under the 

Act 24 normally does not become 

operative for 30 days after the date of its 

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. The Exchange has asked 

the Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. 

As discussed above, the Exchange 

proposes to list and trade the Shares. 

The Fund will seek to provide 

investment results that closely 

correspond, before fees and expenses, to 

the performance of the Index. The 

Exchange notes that the Index meets all 

of the generic listing requirements 

under Commentary .02 to NYSE Arca 

Rule 5.2–E(j)(3), except the requirement 

in Commentary .02(a)(5) that the 

underlying index or portfolio (excluding 

one consisting entirely of exempted 

securities) include a minimum of 13 

non-affiliated issuers. Instead, the Index 

will at all times include a minimum of 

10 non-affiliated issuers that are foreign 

sovereign government or government 

entities and a minimum of 75 

components, in addition to meeting the 

other listing requirements of 

Commentary .02 to NYSE Arca Rule 

5.2–E(j)(3). Moreover, the Fund will 

comply with the listing requirements of 

NYSE Arca Rules 5.2–E(j)(3) and 5.5– 

E(g)(2) applicable to ICUs on a 

continued basis, and will comply with 

all other requirements applicable to 

ICUs. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. 

According to the Exchange, waiver of 

the operative delay would benefit the 

market and investors by permitting 

trading of the Shares prior to the 30-day 

delayed operative date, thereby 

enhancing market competition. The 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.26

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 

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–2017–138 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2017–138. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 


sradovich on DSK3GMQ082PROD with NOTICES
2700 Federal Register / Vol. 83, No. 12 / Thursday, January 18, 2018 / Notices 

27 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. 

4See Fee Schedule, Section I.C., available here, 

https://www.nyse.com/publicdocs/nyse/markets/ 

american-options/NYSE_American_Options_Fee_

Schedule.pdf (excluding any volumes attributable 

to Mini Options, QCC trades, CUBE Auctions, and 

Strategy Execution Fee Caps, as these transactions 

are subject to separate pricing described in Fee 

Schedule Sections I.B., I.F., I.G., and I.J, 

respectively). The volume thresholds are based on 

a Market Makers’ volume transacted Electronically 

as a percentage of total industry Customer equity 

and Exchange Traded Fund (‘‘ETF’’) options 

volumes (‘‘ADV’’) as reported by the Options 

Clearing Corporation (the ‘‘OCC’’). See OCC 

Monthly Statistics Reports, available here, http://

www.theocc.com/webapps/monthly-volume-reports. 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2017–138 and 

should be submitted on or before 

February 8, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00721 Filed 1–17–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–82489; File No. SR– 

NYSEAMER–2017–42] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Change To Modify the NYSE American 

Options Fee Schedule 

January 11, 2018. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on December 

29, 2017, NYSE American LLC 

(‘‘Exchange’’ or ‘‘NYSE American’’) filed 

with the Securities and Exchange 

Commission (‘‘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 American Options Fee Schedule. 

The proposed change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of this filing is to modify 

portions of the Fee Schedule, as 

described below, effective January 1, 

2018. 

Market Maker Sliding Scale-Electronic 

(‘‘Sliding Scale’’) 

Section I.C. of the Fee Schedule sets 

forth the Sliding Scale of transaction 

fees charged to NYSE American Options 

Marker [sic] Makers (referred to as 

Market Makers herein), which fees 

decrease upon the Market Maker 

achieving higher monthly volumes.4

Currently, Market Makers that have 

monthly volume on the Exchange of 

0.15% or less of total Industry Customer 

Equity and ETF Option Volume are 

charged a base rate of $0.25 per contract 

and, these same market participants, 

upon reaching certain volume 

thresholds, or Tiers, receive the same 

per contract reduction for volume in 

each respective tier, as set forth in the 

table below. In addition, the Exchange 

charges a lower per contract base rate (of 

$0.23) to Market Makers that participate 

in a Prepayment Program, with lower 

marginal rates applied to volumes in 

successive tiers. 

Tier Market Maker Electronic Monthly Volume as a % of Industry Customer 

Equity and Exchange Traded Fund (‘‘ETF’’) Option Volume 

Rate per 

contract 

Rate per contract if Monthly 

Volume from Posted Volume is 

more than .85% of Total Industry Customer Equity and ETF 

Option Volume or for any NYSE 

American Market Maker participating in a Prepayment Program pursuant to Section I.D. 

1 ..................... 0.00% to 0.15% ............................................................................................... $0.25 $0.23 

2 ..................... >0.15% to 0.60% ............................................................................................. 0.22 0.18 

3 ..................... >0.60% to 1.10% ............................................................................................. 0.14 0.08 

4 ..................... >1.10% to 1.45% ............................................................................................. 0.10 0.05 

5 ..................... >1.45% to 1.80% ............................................................................................. 0.07 0.04 

6 ..................... >1.80% ............................................................................................................ 0.05 0.02 


sradovich on DSK3GMQ082PROD with NOTICES