Federal Register / Vol. 82, No. 171 / Wednesday, September 6, 2017 / Notices 42147 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Securities and Exchange Commission 

(‘‘Commission’’) has approved for 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. 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 26, 2017, 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. 333–215165 and 811–23222) 

(‘‘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. 

32454 (January 27, 2017) (File No. 812–812–13828– 

01) (‘‘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 Sub-Adviser and their 

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. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81505; File No. SR– 

NYSEArca–2017–90] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the Hartford Municipal Opportunities 

ETF Under NYSE Arca Rule 8.600–E 

August 30, 2017. 

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, 2017, 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 Hartford Municipal 

Opportunities ETF under NYSE Arca 

Rule 8.600–E (‘‘Managed Fund Shares’’). 

The proposed change is available on the 

Exchange’s Web site 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 Hartford 

Municipal Opportunities 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 Hartford Funds 

Exchange-Traded 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. 

Hartford Funds Management 

Company, LLC (‘‘HFMC’’ or ‘‘Manager’’) 

will be the investment manager to the 

Fund. ALPS Distributors, Inc. (‘‘ALPS’’ 

or the ‘‘Distributor’’) will be the 

principal underwriter to the Fund. 

HFMC is an indirect subsidiary of The 

Hartford Financial Services Group, Inc. 

Wellington Management Company LLP 

(‘‘Wellington Management’’ or ‘‘SubAdviser’’) will be the sub-adviser to the 

Fund and will perform the daily 

investment of the assets 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. 

Neither the Manager nor Sub-Adviser is 

a registered broker-dealer but each is 

affiliated with a broker-dealer. The 

Manager and Sub-Adviser each has 

implemented 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. 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 Manager 

or Sub-Adviser becomes registered as a 

broker-dealer or newly affiliated with a 

broker-dealer, or (b) any new adviser or 

sub-adviser to the Fund is a registered 

broker-dealer or becomes affiliated with 

a broker-dealer, the applicable adviser 

or sub-adviser will implement and 


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42148 Federal Register / Vol. 82, No. 171 / Wednesday, September 6, 2017 / Notices 

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. 

10For purposes of this filing, the term ‘‘ETFs’’ 

includes 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). All ETFs will be listed 

and traded in the U.S. on a national securities 

exchange. While the Fund may invest in inverse 

ETFs, the Fund will not invest in leveraged (e.g., 

2X, ¥2X, 3X or ¥3X) ETFs. 

11ETNs are securities such as those listed on the 

Exchange under NYSE Arca Rule 5.2–E(j)(6). 

12Money market instruments include the 

following: (1) Banker’s acceptances; (2) short-term 

corporate obligations, including commercial paper, 

notes, and bonds; (3) other short-term debt 

obligations; and (4) obligations of U.S. banks. 

13An iNAV will be based on the current market 

value of the Fund’s portfolio holdings that will form 

the basis for the Fund’s calculation of NAV at the 

end of the Business Day, as disclosed on the Fund’s 

Web site prior to that Business Day’s 

commencement of trading (the ‘‘iNAV Basket’’). 

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. 

Hartford Municipal Opportunities ETF 

According to the Registration 

Statement, the Fund will seek to 

provide current income that is generally 

exempt from federal income taxes, and 

long-term total return. The Fund will 

seek to achieve its investment objective 

by investing in investment grade and 

non-investment grade municipal 

securities that the Sub-Adviser 

considers to be attractive from a yield 

perspective while considering total 

return. Under normal market 

conditions,8 at least 80% of the Fund’s 

net assets must be invested in municipal 

securities (‘‘Municipal Securities’’).9

The Fund will generally hold a 

diversified portfolio of investments 

across states and sectors, although the 

Fund is not required to invest in all 

states and sectors at all times. 

According to the Registration 

Statement, the Fund may invest in the 

following Municipal Securities: 

• General obligation bonds 

• Revenue (or limited obligation) bonds 

• Private activity (or industrial 

development) bonds 

• Municipal notes 

• Municipal lease obligations 

• Zero-coupon Municipal Securities 

The Sub-Adviser will combine topdown strategy with bottom-up 

fundamental research and 

comprehensive risk management within 

the portfolio construction process. 

Bottom-up, internally generated, 

fundamental research attempts to 

identify relative value among sectors, 

within sectors, and between individual 

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. 

The Fund may invest in exchangetraded fund (‘‘ETFs’’) 10 and exchangetraded notes. (‘‘ETNs’’).11

The Fund may invest in securities 

issued or guaranteed as to principal or 

interest by the U.S. Government, its 

agencies or instrumentalities. 

The Fund may invest some or all of 

its assets in cash, high quality money 

market instruments,12 U.S. Government 

securities and shares of money market 

investment companies for temporary 

defensive purposes in response to 

adverse market, economic or political 

conditions when its sub-adviser, subject 

to the overall supervision of HFMC, 

deems it appropriate. 

The Fund may invest in non-agency 

asset-backed securities. 

The Fund may invest in registered 

money market funds that invest in 

money market instruments, as permitted 

by regulations adopted under the 1940 

Act. 

The Fund may invest in registered 

money market funds that invest in 

money market instruments and other 

investment company securities as 

permitted under the 1940 Act. 

The Fund may enter into repurchase 

and reverse repurchase agreements. 

The Fund may invest in securities 

that are not registered under the 1933 

Act (‘‘restricted securities’’). 

The Fund may invest in zero-coupon 

securities (in addition to zero-coupon 

Municipal Securities). 

The Fund may invest in variable rate 

bonds known as ‘‘inverse floaters’’ 

which pay interest at rates that bear an 

inverse relationship to changes in shortterm market interest rates. 

The Fund may invest in municipal 

inverse floaters, which are a type of 

inverse floater in which a municipal 

bond is deposited with a special 

purpose vehicle (SPV), which issues, in 

return, the municipal inverse floater 

(which is comprised of a residual 

interest in the cash flows and assets of 

the SPV) plus proceeds from the 

issuance by the SPV of floating rate 

certificates to third parties. 

The Fund may invest in derivative 

instruments, as described below. The 

Fund may use derivative instruments to 

manage portfolio risk, to replicate 

securities the Fund could buy that are 

not currently available in the market or 

for other investment purposes. 

The Fund may invest in interest rate 

futures contracts. 

The Fund may invest in interest rate 

swaps, caps, floors and collars. 

Disclosure of Portfolio Holdings 

On each day the NYSE Arca is open 

(a ‘‘Business Day’’), before 

commencement of trading in Shares on 

the Exchange in the Exchange’s Core 

Trading Session, HFMC will disclose 

the Fund’s iNAV Basket.13 Additionally, 

on each Business Day, before 

commencement of trading in Shares on 

the Exchange, the Fund will disclose on 

its Web site the identities and quantities 

of the Fund’s portfolio holdings that 

will form the basis for the Fund’s 

calculation of NAV at the end of the 

Business Day. 

The NAV per Share will be 

determined for the Fund’s Shares as of 

the close of regular trading on the New 

York Stock Exchange (the ‘‘NYSE’’) 

(normally 4:00 p.m. Eastern Time) (the 

‘‘NYSE Close’’) on each day that the 

Exchange is open (‘‘Valuation Date’’). 

The net asset value for the Shares will 

be determined by dividing the value of 

the Fund’s net assets attributable to the 

Shares by the number of Shares 

outstanding. 

For purposes of calculating the NAV, 

portfolio securities and other assets held 

in the Fund’s portfolio for which market 

prices are readily available are valued at 

market value. Market value is generally 

determined on the basis of last reported 

trade prices or official close price. If no 

trades were reported, market value is 

based on prices obtained from a 

quotation reporting system, established 

market makers, or independent pricing 

services. If market prices are not readily 

available or are deemed unreliable, the 

Fund will use the fair value of the 

security or other instrument as 

determined in good faith under policies 

and procedures established by and 

under the supervision of the Board of 

Trustees of the Trust. Market prices are 

considered not readily available where 

there is an absence of current or reliable 

market-based data (e.g., trade 

information or broker quotes), including 

where events occur after the close of the 


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relevant market, but prior to the NYSE 

Close that materially affect the values of 

the Fund’s portfolio holdings or assets. 

Prices of foreign equities that are 

principally traded on certain foreign 

markets are adjusted daily pursuant to 

a fair value pricing service approved by 

the Trust’s Board of Trustees in order to 

reflect an adjustment for the factors 

occurring after the close of certain 

foreign markets but before the NYSE 

Close. 

Fixed income investments and nonexchange traded derivatives held by the 

Fund will normally be valued on the 

basis of quotes obtained from brokers 

and dealers or independent pricing 

services in accordance with procedures 

established by the Trust’s Board of 

Trustees. Prices obtained from 

independent pricing services use 

information provided by market makers 

or estimates of market values obtained 

from yield data relating to investments 

or securities with similar characteristics. 

Senior floating rate interests generally 

trade in over-the-counter (‘‘OTC’’) 

markets and are priced through an 

independent pricing service utilizing 

independent market quotations from 

loan dealers or financial institutions. 

Generally, the Fund may use fair 

valuation in regard to fixed income 

positions when the Fund holds 

defaulted or distressed investments or 

investments in a company in which a 

reorganization is pending. Short term 

investments maturing in 60 days or less 

are generally valued at amortized cost if 

their original term to maturity was 60 

days or less, or by amortizing their value 

on the 61st day prior to maturity, if the 

original term exceeded 60 days. 

Investments valued in currencies 

other than U.S. dollars will be converted 

to U.S. dollars using exchange rates 

obtained from independent pricing 

services for calculation of the NAV. 

Investments in open-end mutual 

funds are valued at the respective NAV 

of each open-end mutual fund on the 

Valuation Date. 

Financial instruments for which 

prices are not available from an 

independent pricing service may be 

valued using market quotations 

obtained from one or more dealers that 

make markets in the respective financial 

instrument in accordance with 

procedures established by the Trust’s 

Board of Trustees. 

Creation and Redemption of Shares 

According to the Registration 

Statement, the Trust will issue and sell 

Shares of the Fund only in Creation 

Units at the NAV next determined after 

receipt of an order in proper form on 

any Business Day. The number of 

Shares of the Fund that will constitute 

a Creation Unit is 50,000. The size of a 

Creation Unit is subject to change. 

Creation of Shares 

The consideration for purchase of 

Creation Units will generally consist of 

‘‘Deposit Securities’’ and the ‘‘Cash 

Component’’, which will generally 

correspond pro rata, to the extent 

practicable, to the Fund’s securities, or, 

as permitted or required by the Fund, of 

cash. Together, the Deposit Securities 

and Cash Component constitute the 

‘‘Fund Deposit,’’ which represents the 

minimum initial and subsequent 

investment amount for a Creation Unit 

of the Fund. Creation Units of Shares of 

the Fund may be issued partially for 

cash. 

The Transfer Agent, through the 

NSCC, will make available on each 

Business Day, prior to the Core Trading 

Session (subject to amendments) on the 

Exchange (currently 9:30 a.m., Eastern 

time), the identity and the required 

number of each Deposit Security and 

the amount of the Cash Component to 

be included in the current Fund Deposit 

(based on information at the end of the 

previous Business Day). 

To be eligible to place orders with the 

Distributor and to create a Creation Unit 

of the Fund, an entity must be: (i) A 

‘‘Participating Party,’’ i.e., a brokerdealer or other participant in the 

clearing process through the Continuous 

Net Settlement System of the NSCC (the 

‘‘Clearing Process’’); or (ii) a participant 

of DTC (‘‘DTC Participant’’) and must 

have executed an agreement with the 

Distributor (and accepted by the 

Transfer Agent), with respect to 

creations and redemptions of Creation 

Units (‘‘Participant Agreement’’) 

(discussed below). A Participating Party 

or DTC Participant who has executed a 

Participant Agreement is referred to as 

an ‘‘Authorized Participant.’’ 

Except as described below, and in all 

cases subject to the terms of the 

applicable Participant Agreement, all 

orders to create Creation Units of the 

Fund must be received by the Transfer 

Agent no later than the closing time of 

the Exchange’s Core Trading Session 

(‘‘Order Cutoff Time’’) (ordinarily 4:00 

p.m., Eastern time) in each case on the 

date such order is placed for creation of 

Creation Units to be effected based on 

the NAV of shares of the Fund as next 

determined after receipt of an order in 

proper form. Orders requesting 

substitution of a ‘‘cash-in-lieu’’ amount 

or a cash creation, must be received by 

the Transfer Agent no later than 3:00 

p.m., Eastern time. The date on which 

an order to create Creation Units (or an 

order to redeem Creation Units, as 

discussed below) is placed is referred to 

as the ‘‘Transmittal Date’’. 

Fund Deposits created through the 

Clearing Process, if available, must be 

delivered through a Participating Party 

that has executed a Participant 

Agreement. 

Fund Deposits created outside the 

Clearing Process must be delivered 

through a DTC Participant that has 

executed a Participant Agreement. 

Redemption of Shares 

Shares may be redeemed only in 

Creation Units at their NAV next 

determined after receipt of a redemption 

request in proper form on a Business 

Day and only through a Participating 

Party or DTC Participant who has 

executed a Participant Agreement. 

With respect to the Fund, the Transfer 

Agent, through the NSCC, makes 

available immediately prior to the 

opening of business on the Exchange 

(currently 9:30 a.m., Eastern time) on 

each Business Day, the identity of the 

Fund’s securities and/or an amount of 

cash that will be applicable (subject to 

possible amendment or correction) to 

redemption requests received in proper 

form (as described below) on that day. 

All orders are subject to acceptance by 

the Distributor. The Fund’s securities 

received on redemption will generally 

correspond pro rata, to the extent 

practicable, to the Fund’s securities. The 

Fund’s securities received on 

redemption (‘‘Fund Securities’’) may not 

be identical to Deposit Securities that 

are applicable to creations of Creation 

Units. 

Unless cash only redemptions are 

available or specified for the Fund, the 

redemption proceeds for a Creation Unit 

will generally consist of Fund 

Securities—as announced on the 

Business Day of the request for a 

redemption order received in proper 

form—plus cash in an amount equal to 

the difference between the NAV of the 

Shares being redeemed, as next 

determined after a receipt of a request 

in proper form, and the value of the 

Fund Securities, less the redemption 

transaction fee and variable fees 

described below. Notwithstanding the 

foregoing, the Trust will substitute a 

‘‘cash-in-lieu’’ amount to replace any 

Fund Security that is a non-deliverable 

instrument. 

Orders to redeem Creation Units of 

the Fund through the Clearing Process, 

if available, must be delivered through 

a Participating Party that has executed 

the Participant Agreement. 

Orders to redeem Creation Units of 

the Fund outside the Clearing Process 

must be delivered through a DTC 


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42150 Federal Register / Vol. 82, No. 171 / Wednesday, September 6, 2017 / Notices 

14Currently, 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. 

15The Commission has stated that long-standing 

Commission guidelines have required open-end 

funds to hold no more than 15% of their net assets 

in illiquid securities and other illiquid assets. See 

Investment Company Act Release No. 28193 (March 

11, 2008), 73 FR 14618 (March 18, 2008), footnote 

34. See also, Investment Company Act Release No. 

5847 (October 21, 1969), 35 FR 19989 (December 

31, 1970) (Statement Regarding ‘‘Restricted 

Securities’’); Investment Company Act Release No. 

18612 (March 12, 1992), 57 FR 9828 (March 20, 

1992) (Revisions of Guidelines to Form N–1A). A 

fund’s portfolio security is illiquid if it cannot be 

disposed of in the ordinary course of business 

within seven days at approximately the value 

ascribed to it by the fund. See Investment Company 

Act Release No. 14983 (March 12, 1986), 51 FR 

9773 (March 21, 1986) (adopting amendments to 

Rule 2a–7 under the 1940 Act); Investment 

Company Act Release No. 17452 (April 23, 1990), 

55 FR 17933 (April 30, 1990) (adopting Rule 144A 

under the Securities Act). 

16 26 U.S.C. 851. 

17 ‘‘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. 

18The 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. 

19The Manager represents that pre-refunded 

bonds (also known as refunded or escrow-secured 

bonds) have a high level of credit quality and 

liquidity because 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 

Participant that has executed the 

Participant Agreement. 

Availability of Information 

The Fund will disclose on the Fund’s 

Web site (www.hartfordfunds.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 net asset value 

(‘‘NAV’’) on that business day. The 

portfolio holdings so disclosed will be 

based on information 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 Web site for the Fund will 

contain the following information, on a 

per-Share basis, for the Fund: (1) The 

prior business day’s NAV; (2) the 

reported midpoint of the bid-ask spread 

at the time of NAV calculation (the 

‘‘Bid-Ask Price’’); (3) a calculation of the 

premium or discount of the Bid-Ask 

Price against such NAV; and (4) data in 

chart format displaying the frequency 

distribution of discounts and premiums 

of the Bid-Ask Price against the NAV, 

within appropriate ranges, for each of 

the four previous calendar quarters (or 

for the life of the Fund if, shorter). In 

addition, on each business day, before 

the commencement of trading in Shares 

on the NYSE Arca, the Fund will 

disclose on its Web site 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 Web site 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 Web site 

information will be publicly available at 

no charge. 

The approximate value of the Fund’s 

investments on a per-Share basis, the 

iNAV, will be disseminated every 15 

seconds during the Exchange Core 

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

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

Investors can also obtain the Fund’s 

Statement of Additional Information 

(‘‘SAI’’), shareholder reports, Form 

N–CSR and Form N–SAR, filed twice a 

year. The Fund’s SAI and shareholder 

reports will be available free upon 

request from the Trust, and those 

documents and the Form N–CSR and 

Form N–SAR may be viewed on-screen 

or downloaded from the Commission’s 

Web site 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, ETFs and ETNs 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 Bonds. Price 

information for money market funds 

will be available from the applicable 

investment company’s Web site and 

from market data vendors. 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 iNAV 

(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.14

Investment Restrictions 

The Fund may hold up to an aggregate 

amount of 15% of its net assets in 

illiquid assets (calculated at the time of 

investment) deemed illiquid by the 

Adviser, consistent with Commission 

guidance. The Fund will monitor its 

portfolio liquidity on an ongoing basis 

to determine whether, in light of current 

circumstances, an adequate level of 

liquidity is being maintained, and will 

consider taking appropriate steps in 

order to maintain adequate liquidity if, 

through a change in values, net assets, 

or other circumstances, more than 15% 

of the Fund’s net assets are held in 

illiquid assets. Illiquid assets may 

include securities subject to contractual 

or other restrictions on resale and other 

instruments that lack readily available 

markets as determined in accordance 

with Commission staff guidance.15

The Fund intends to qualify for and 

to elect treatment as a separate regulated 

investment company under Subchapter 

M of the Internal Revenue Code of 

1986.16

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,17 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.18

Pre-refunded bonds will be excluded 

from the above limits given that they 

have a high level of credit quality and 

liquidity.19


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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. 

20Commentary .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. 

21See NYSE Arca Rule 7.12–E, Commentary .04. 

22 17 CFR 240.10A–3. 

23FINRA 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. 

24For 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. 

Application of Generic Listing 

Requirements 

The Exchange is submitting this 

proposed rule change because the 

portfolios 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).20

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 

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 

portfolios will not be susceptible to 

manipulation. As noted above, the 

Fund’s investments 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, 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.21 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., 

Eastern Time 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 22

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 the Financial Industry 

Regulatory Authority (‘‘FINRA’’) on 

behalf of the Exchange, or by regulatory 

staff of the Exchange, which are 

designed to detect violations of 

Exchange rules and applicable federal 

securities laws. The Exchange 

represents that these procedures are 

adequate to properly monitor Exchange 

trading of the Shares in all trading 

sessions and to deter and detect 

violations of Exchange rules and federal 

securities laws applicable to trading on 

the Exchange.23

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.24

The Exchange or FINRA, on behalf of 

the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares, ETFs and ETNs 

with other markets and other entities 

that are members of the ISG, and the 

Exchange or FINRA, on behalf of the 

Exchange, or both, may obtain trading 

information regarding trading in the 

Shares, ETFs and ETNs from such 

markets and other entities. In addition, 

the Exchange may obtain information 

regarding trading in the Shares, ETFs 

and ETNs 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 Trade 

Reporting and Compliance Engine 

(‘‘TRACE’’). FINRA also can access data 

obtained from the Municipal Securities 

Rulemaking Board (‘‘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. 


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42152 Federal Register / Vol. 82, No. 171 / Wednesday, September 6, 2017 / Notices 

25 15 U.S.C. 78f(b)(5). 

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) 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). 

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 Opening and Late Trading 

Sessions when an updated iNAV will 

not be calculated or publicly 

disseminated; (4) how information 

regarding the iNAV 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., Eastern Time 

each trading day. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 25 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, ETFs and ETNs 

with other markets and other entities 

that are members of the ISG, and the 

Exchange or FINRA, on behalf of the 

Exchange, or both, may obtain trading 

information regarding trading in the 

Shares, ETFs and ETNs from such 

markets and other entities. In addition, 

the Exchange may obtain information 

regarding trading in the Shares, ETFs 

and ETNs 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 Fund may not purchase illiquid 

assets if, in the aggregate, more than 

15% of its net assets would be invested 

in illiquid assets. Neither the Manager 

nor Sub-Adviser is a registered brokerdealer but each is affiliated with a 

broker-dealer. The Manager and SubAdviser each has implemented 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. 

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 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. 

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, ETFs 

and ETNs will be available via the CTA 

high-speed line, and from the national 

securities exchange on which they are 

listed. Prior to the commencement of 

trading, the Exchange will inform its 

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 iNAV, the 

Disclosed Portfolio, and quotation and 

last sale information for the Shares. 


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26 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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 additional types of actively-managed 

exchange-traded products that 

principally hold municipal bonds and 

that will enhance competition among 

market participants, to the benefit of 

investors and the marketplace. As noted 

above, the Exchange has in place 

surveillance procedures relating to 

trading in the Shares and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. In addition, as noted 

above, investors will have ready access 

to information regarding the Fund’s 

holdings, iNAV, 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 hold municipal bonds 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 

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 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2017–90 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–2017–90. 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 Web site (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 Web site 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; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NYSEArca–2017–90, and should be 

submitted on or before September 27, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–18799 Filed 9–5–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81503; File No. SR– 

BatsEDGX–2017–35] 

Self-Regulatory Organizations; Bats 

EDGX Exchange, Inc.; Notice of Filing 

of a Proposed Rule Change, as 

Modified by Amendment No. 1, To 

Harmonize the Corporate Governance 

Framework With That of Chicago 

Board Options Exchange, Incorporated 

and C2 Options Exchange 

Incorporated 

August 30, 2017. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on August 

23, 2017, Bats EDGX Exchange, Inc. 

(‘‘Exchange’’ or ‘‘EDGX’’) 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 Exchange. On August 25, 2017, 

the Exchange filed Amendment No. 1 to 

the proposed rule change. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as modified by Amendment No. 

1, from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange filed a proposal to 

amend and restate its certificate of 

incorporation and bylaws, as well as 

amend its Rules. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at www.bats.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 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 


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