44232 Federal Register / Vol. 82, No. 182 / Thursday, September 21, 2017 / Notices 

37Section 19(b)(2) of the Exchange Act, as 

amended by the Securities Act Amendments of 

1975, Public Law 94–29 (June 4, 1975), grants the 

Commission flexibility to determine what type of 

proceeding—either oral or notice and opportunity 

for written comments—is appropriate for 

consideration of a particular proposal by a selfregulatory organization. See Securities Act 

Amendments of 1975, Senate Comm. on Banking, 

Housing & Urban Affairs, S. Rep. No. 75, 94th 

Cong., 1st Sess. 30 (1975). 38 17 CFR 200.30–3(a)(57). 

V. Commission’s Solicitation of 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal. In particular, the Commission 

invites the written views of interested 

persons concerning whether the 

proposal is consistent with Section 

6(b)(5), or any other provision of the 

Exchange Act, or the rules and 

regulations thereunder. Although there 

do not appear to be any issues relevant 

to approval or disapproval that would 

be facilitated by an oral presentation of 

views, data, and arguments, the 

Commission will consider, pursuant to 

Rule 19b-4, any request for an 

opportunity to make an oral 

presentation.37

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposal should be approved or 

disapproved by October 12, 2017. Any 

person who wishes to file a rebuttal to 

any other person’s submission must file 

that rebuttal by October 26, 2017. The 

Commission asks that commenters 

address the sufficiency of the 

Exchange’s statements in support of the 

proposal which are set forth in the 

Notice, in addition to any other 

comments they may wish to submit 

about the proposed rule change. In 

particular, the Commission seeks 

comment, including, where relevant, 

any specific data, statistics, or studies, 

on the following: 

1. Would a direct listing based only 

on an Exchange Act registration without 

prior trading and Securities Act 

registration present unique 

considerations, including with respect 

to the role of various distribution 

participants, the extent and nature of 

pricing information available to market 

participants prior to the commencement 

of trading, and the availability of 

information indicative of the number of 

shares that are likely to be made 

available for sale at the commencement 

of trading? Would these considerations 

raise any concerns, including with 

respect to promoting just and equitable 

principles of trade, removing 

impediments to and perfecting the 

mechanism of a free and open market 

and a national market system, and, in 

general, protecting investors and the 

public interest? If so, please identify 

those risks and explain their 

significance. 

2. To what extent would a direct 

listing impact the ability of the DMM to 

facilitate the opening (or otherwise 

fulfill its obligations as a DMM) on the 

first day of trading of a security listed 

only with an Exchange Act registration? 

To the extent there would be an impact, 

please identify it and explain its 

significance. To what extent would any 

such impact be mitigated by the 

proposed requirement that the DMM 

consult with a financial adviser to the 

issuer in order to effect a fair and 

orderly opening of the security? 

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– 

NYSE–2017–30 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 

Numbers SR–NYSE–2017–30. 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 these 

filings 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–NYSE– 

2017–30 and should be submitted on or 

before October 12, 2017. Rebuttal 

comments should be submitted by 

October 26, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.38

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–20101 Filed 9–20–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32820; 812–14696] 

Active Weighting Funds ETF Trust and 

Active Weighting Advisors LLC 

September 18, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 2(a)(32), 

5(a)(1), 22(d), and 22(e) of the Act and 

rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of 

the Act. The requested order would 

permit (a) actively-managed series of 

certain open-end management 

investment companies (‘‘Funds’’) to 

issue shares redeemable in large 

aggregations only (‘‘Creation Units’’); (b) 

secondary market transactions in Fund 

shares to occur at negotiated market 

prices rather than at net asset value 

(‘‘NAV’’); (c) certain Funds to pay 

redemption proceeds, under certain 

circumstances, more than seven days 

after the tender of shares for 

redemption; (d) certain affiliated 

persons of a Fund to deposit securities 

into, and receive securities from, the 

Fund in connection with the purchase 

and redemption of Creation Units; and 

(e) certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

Funds (‘‘Acquiring Funds’’) to acquire 

shares of the Funds. 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 182 / Thursday, September 21, 2017 / Notices 44233 

1Applicants request that the order apply to future 

series of the Trust or of other open-end management 

investment companies that currently exist or that 

may be created in the future (each, included in the 

term ‘‘Fund’’), each of which will operate as an 

actively-managed ETF. Any Fund will (a) be 

advised by the Initial Adviser or an entity 

controlling, controlled by, or under common 

control with the Initial Adviser (each such entity or 

any successor thereto is included in the term 

‘‘Adviser’’) and (b) comply with the terms and 

conditions of the application. For purposes of the 

requested order, the term ‘‘successor’’ is limited to 

an entity that results from a reorganization into 

another jurisdiction or a change in the type of 

business organization. 

APPLICANTS: Active Weighting Funds 

ETF Trust (the ‘‘Trust’’), a Delaware 

statutory trust registered under the Act 

as an open-end management investment 

company with multiple series, and 

Active Weighting Advisors LLC (the 

‘‘Initial Adviser’’), a Delaware limited 

liability company registered as an 

investment adviser under the 

Investment Advisers Act of 1940. 

FILING DATE: The application was filed 

on August 31, 2016, and amended on 

January 13, 2017, May 25, 2017, and 

September 15, 2017. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on October 10, 2017, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit, or for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090; 

Applicants, 200 Vesey Street, 24th 

Floor, New York, NY 10281. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

at (202) 551–6879, or Robert H. Shapiro, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Summary of the Application 

1. Applicants request an order that 

would allow Funds to operate as 

actively-managed exchange traded 

funds (‘‘ETFs’’).1 Fund shares will be 

purchased and redeemed at their NAV 

in Creation Units only. All orders to 

purchase Creation Units and all 

redemption requests will be placed by 

or through an ‘‘Authorized Participant,’’ 

which will have signed a participant 

agreement with a broker-dealer 

registered under the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’) 

(together with any future distributor, the 

‘‘Distributor’’). Shares will be listed and 

traded individually on a national 

securities exchange, where share prices 

will be based on the current bid/offer 

market. Any order granting the 

requested relief would be subject to the 

terms and conditions stated in the 

application. 

2. Each Fund will consist of a 

portfolio of securities and other assets 

and investment positions (‘‘Portfolio 

Positions’’). Each Fund will disclose on 

its Web site the identities and quantities 

of the Portfolio Positions that will form 

the basis for the Fund’s calculation of 

NAV at the end of the day. 

3. Shares will be purchased and 

redeemed in Creation Units and 

generally on an in-kind basis. Except 

where the purchase or redemption will 

include cash under the limited 

circumstances specified in the 

application, purchasers will be required 

to purchase Creation Units by 

depositing specified instruments 

(‘‘Deposit Instruments’’), and 

shareholders redeeming their shares 

will receive specified instruments 

(‘‘Redemption Instruments’’). The 

Deposit Instruments and the 

Redemption Instruments will each 

correspond pro rata to the positions in 

the Fund’s portfolio (including cash 

positions) except as specified in the 

application. 

4. Because shares will not be 

individually redeemable, applicants 

request an exemption from section 

5(a)(1) and section 2(a)(32) of the Act 

that would permit the Funds to register 

as open-end management investment 

companies and issue shares that are 

redeemable in Creation Units only. 

5. Applicants also request an 

exemption from section 22(d) of the Act 

and rule 22c–1 under the Act as 

secondary market trading in shares will 

take place at negotiated prices, not at a 

current offering price described in a 

Fund’s prospectus, and not at a price 

based on NAV. Applicants state that (a) 

secondary market trading in shares does 

not involve a Fund as a party and will 

not result in dilution of an investment 

in shares, and (b) to the extent different 

prices exist during a given trading day, 

or from day to day, such variances occur 

as a result of third-party market forces, 

such as supply and demand. Therefore, 

applicants assert that secondary market 

transactions in shares will not lead to 

discrimination or preferential treatment 

among purchasers. Finally, applicants 

represent that share market prices will 

be disciplined by arbitrage 

opportunities, which should prevent 

shares from trading at a material 

discount or premium from NAV. 

6. With respect to Funds that hold 

non-U.S. Portfolio Positions and that 

effect creations and redemptions of 

Creation Units in kind, applicants 

request relief from the requirement 

imposed by section 22(e) in order to 

allow such Funds to pay redemption 

proceeds within fifteen calendar days 

following the tender of Creation Units 

for redemption. Applicants assert that 

the requested relief would not be 

inconsistent with the spirit and intent of 

section 22(e) to prevent unreasonable, 

undisclosed or unforeseen delays in the 

actual payment of redemption proceeds. 

7. Applicants request an exemption to 

permit Acquiring Funds to acquire Fund 

shares beyond the limits of section 

12(d)(1)(A) of the Act; and the Funds, 

and any principal underwriter for the 

Funds, and/or any broker or dealer 

registered under the Exchange Act, to 

sell shares to Acquiring Funds beyond 

the limits of section 12(d)(1)(B) of the 

Act. The application’s terms and 

conditions are designed to, among other 

things, help prevent any potential (i) 

undue influence over a Fund through 

control or voting power, or in 

connection with certain services, 

transactions, and underwritings, (ii) 

excessive layering of fees, and (iii) 

overly complex fund structures, which 

are the concerns underlying the limits 

in sections 12(d)(1)(A) and (B) of the 

Act. 

8. Applicants request an exemption 

from sections 17(a)(1) and 17(a)(2) of the 

Act to permit persons that are affiliated 

persons, or second tier affiliates, of the 

Funds, solely by virtue of certain 

ownership interests, to effectuate 

purchases and redemptions in-kind. The 

deposit procedures for in-kind 

purchases of Creation Units and the 

redemption procedures for in-kind 

redemptions of Creation Units will be 

the same for all purchases and 

redemptions and Deposit Instruments 

and Redemption Instruments will be 

valued in the same manner as those 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
44234 Federal Register / Vol. 82, No. 182 / Thursday, September 21, 2017 / Notices 

2The requested relief would apply to direct sales 

of shares in Creation Units by a Fund to an 

Acquiring Fund and redemptions of those shares. 

Applicants, moreover, are not seeking relief from 

section 17(a) for, and the requested relief will not 

apply to, transactions where a Fund could be 

deemed an affiliated person, or a second-tier 

affiliate, of an Acquiring Fund because an Adviser 

or an entity controlling, controlled by or under 

common control with an Adviser provides 

investment advisory services to that Acquiring 

Fund. 

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

2 17 CFR 240.19b–4. 

3FICC also filed the Proposed Rule Change as 

advance notice SR–FICC–2017–802 (‘‘Advance 

Notice’’) pursuant to Section 806(e)(1) of the 

Payment, Clearing, and Settlement Supervision Act 

of 2010, 12 U.S.C. 5465(e)(1), and Rule 19b– 

4(n)(1)(i) under the Act, 17 CFR 240.19b–4(n)(1)(i). 

Notice of filing of the Advance Notice was 

published for comment in the Federal Register on 

March 15, 2017. Securities Exchange Act Release 

No. 80191 (March 9, 2017), 82 FR 13876 (March 15, 

2017) (SR–FICC–2017–802). The Commission 

extended the deadline for its review period of the 

Advance Notice from April 30, 2017 to June 29, 

2017. Securities Exchange Act Release No. 80520 

(April 25, 2017), 82 FR 20404 (May 1, 2017) (SR– 

FICC–2017–802). The Commission issued a notice 

of no objection to the Advance Notice on June 29, 

2017. Securities Exchange Act Release No. 81054 

(June 29, 2017), 82 FR 31356 (July 6, 2017). The 

proposal in the Proposed Rule Change and the 

Advance Notice shall not take effect until all 

regulatory actions required with respect to the 

proposal are completed. 

4Securities Exchange Act Release No. 80234 

(March 14, 2017), 82 FR 14401 (March 20, 2017) 

(SR–FICC–2017–002). 

5See letter from Robert E. Pooler Jr., Chief 

Financial Officer, Ronin Capital LLC (‘‘Ronin’’), 

dated April 10, 2017, to Robert W. Errett, Deputy 

Secretary, Commission; letter from Alan B. Levy, 

Managing Director, Industrial and Commercial Bank 

of China Financial Services LLC (‘‘ICBC’’), Philip 

Vandermause, Director, Aardvark Securities LLC 

(‘‘Aardvark’’), David Rutter, Chief Executive Officer, 

LiquidityEdge LLC, Robert Pooler, Chief Financial 

Officer, Ronin, Jason Manumaleuna, Chief Financial 

Officer and EVP, Rosenthal Collins Group LLC, and 

Scott Skyrm, Managing Director, Wedbush 

Securities Inc. (‘‘Wedbush’’); letter from Timothy J. 

Cuddihy, Managing Director, FICC, dated April 25, 

2017, to Robert W. Errett, Deputy Secretary, 

Commission; letter from Robert E. Pooler Jr., Chief 

Financial Officer, Ronin, dated June 19, 2017, to 

Robert W. Errett, Deputy Secretary, Commission; 

and letter from Alan B. Levy, Managing Director, 

ICBC, Philip Vandermause, Director, Aardvark, 

Robert Pooler, Chief Financial Officer, Ronin, and 

Scott Skyrm, Managing Director, Wedbush, dated 

June 27, 2017, to Robert W. Errett, Deputy 

Secretary, Commission, available at https://

www.sec.gov/comments/sr-ficc-2017-002/ 

ficc2017002.htm. 

6 15 U.S.C. 78s(b)(2)(B)(i). 

7See Securities Exchange Act Release No. 80812 

(May 30, 2017), 82 FR 25642 (June 2, 2017) (SR– 

FICC–2017–002). 

8 15 U.S.C. 78s(b)(2)(B)(ii). 

9 Id. 

10 Id. 

Portfolio Positions currently held by the 

Funds. Applicants also seek relief from 

the prohibitions on affiliated 

transactions in section 17(a) to permit a 

Fund to sell its shares to and redeem its 

shares from an Acquiring Fund, and to 

engage in the accompanying in-kind 

transactions with the Acquiring Fund.2

The purchase of Creation Units by an 

Acquiring Fund directly from a Fund 

will be accomplished in accordance 

with the policies of the Acquiring Fund 

and will be based on the NAVs of the 

Funds. 

9. Section 6(c) of the Act permits the 

Commission to exempt any persons or 

transactions from any provision of the 

Act if such exemption is necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. Section 12(d)(1)(J) of the Act 

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities, or transactions, from 

any provision of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Section 17(b) of the Act authorizes the 

Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–20143 Filed 9–20–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81638; File No. SR–FICC– 

2017–002] 

Self-Regulatory Organizations; Fixed 

Income Clearing Corporation; Notice of 

Designation of Longer Period for 

Commission Action on Proceedings To 

Determine Whether To Approve or 

Disapprove a Proposed Rule Change 

To Implement the Capped Contingency 

Liquidity Facility in the Government 

Securities Division Rulebook 

September 15, 2017. 

On March 1, 2017, Fixed Income 

Clearing Corporation (‘‘FICC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) proposed 

rule change SR–FICC–2017–002 

(‘‘Proposed Rule Change’’) pursuant to 

Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’),1 and 

Rule 19b–4 thereunder,2 to implement a 

Capped Contingency Liquidity Facility 

in FICC’s Government Securities 

Division Rulebook.3 The Proposed Rule 

Change was published for comment in 

the Federal Register on March 20, 

2017.4 The Commission received five 

comment letters 5 to the Proposed Rule 

Change, including a response letter from 

FICC. On May 30, 2017, the Commission 

instituted proceedings under Section 

19(b)(2)(B)(i) of the Act 6 to determine 

whether to approve or disapprove the 

Proposed Rule Change.7

Section 19(b)(2)(B)(ii) of the Act 

provides that, after initiating 

proceedings, the Commission shall issue 

an order approving or disapproving the 

proposed rule change not later than 180 

days after the date of publication of 

notice of filing of the proposed rule 

change.8 The Commission may, 

however, extend the period for issuing 

an order approving or disapproving the 

proposed rule change by not more than 

60 days if the Commission determines 

that a longer period is appropriate and 

publishes the reasons for such 

determination.9

The 180th day after publication of the 

notice for the Proposed Rule Change in 

the Federal Register is September 16, 

2017. The Commission finds it 

appropriate to designate a longer period 

within which to issue an order 

approving or disapproving the Proposed 

Rule Change so that it has sufficient 

time to consider the Proposed Rule 

Change and the comments received. 

Accordingly, the Commission, pursuant 

to Section 19(b)(2)(B)(ii) of the Act,10

designates November 15, 2017 as the 

date by which the Commission shall 

either approve or disapprove the 

Proposed Rule Change. 

The Commission also seeks additional 

comment to help further inform its 

analysis of the Proposed Rule Change. 

Specifically, the Commission invites 

interested persons to provide views, 

data, and arguments concerning the 

Proposed Rule Change, including 

whether the Proposed Rule Change is 

consistent with the Act and the 

applicable rules or regulations 

thereunder. Please note that comments 

previously received on the substance of 

the Proposed Rule Change will be 

considered together with comments 

submitted in response to this notice. 

Therefore, while commenters are free to 


asabaliauskas on DSKBBXCHB2PROD with NOTICES