46548 Federal Register / Vol. 82, No. 192 / Thursday, October 5, 2017 / Notices 

7We also note that timely compliance with Rule 

10b–17(b)(1)(v)(a) and (b) would be impractical in 

light of the nature of the Fund. This is because it 

is not possible for the Fund to accurately project ten 

days in advance what dividend, if any, would be 

paid on a particular record date. Further, the 

Commission finds, based on the Applicants’ 

representations in the Letter, that the provision of 

notices as described in the Letter would not 

constitute a manipulative or deceptive device or 

contrivance comprehended within the purpose of 

Rule 10b–17. 8 17 CFR 200.30–3(a)(6) and (9). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

Fund to redeem Shares of the Fund 

during the continuous offering of such 

Shares. 

Rule 10b–17 

Rule 10b–17, with certain exceptions, 

requires an issuer of a class of publicly 

traded securities to give notice of certain 

specified actions (for example, a 

dividend distribution) relating to such 

class of securities in accordance with 

Rule 10b–17(b). Based on the 

representations and facts in the Letter, 

and subject to the conditions below, we 

find that it is appropriate in the public 

interest, and consistent with the 

protection of investors to grant the Trust 

a conditional exemption from Rule 10b– 

17 because market participants will 

receive timely notification of the 

existence and timing of a pending 

distribution, and thus the concerns that 

the Commission raised in adopting Rule 

10b–17 will not be implicated.7

Conclusion 

It is hereby ordered, pursuant to Rule 

101(d) of Regulation M, that the Trust, 

based on the representations and facts 

presented in the Letter, is exempt from 

the requirements of Rule 101 with 

respect to the Fund, thus permitting 

persons who may be deemed to be 

participating in a distribution of Shares 

of the Fund to bid for or purchase such 

Shares during their participation in 

such distribution. 

It is further ordered, pursuant to Rule 

102(e) of Regulation M, that the Trust, 

based on the representations and the 

facts presented in the Letter, is exempt 

from the requirements of Rule 102 with 

respect to the Fund, thus permitting the 

Fund to redeem Shares of the Fund 

during the continuous offering of such 

Shares. 

It is further ordered, pursuant to Rule 

10b–17(b)(2), that the Trust, based on 

the representations and the facts 

presented in the Letter and subject to 

the conditions below, is exempt from 

the requirements of Rule 10b–17 with 

respect to transactions in the shares of 

the Fund. 

This exemptive relief is subject to the 

following conditions: 

• The Trust will comply with Rule 

10b–17 except for Rule 10b– 

17(b)(1)(v)(a) and (b); and 

• The Trust will provide the 

information required by Rule 10b– 

17(b)(1)(v)(a) and (b) to the Exchange as 

soon as practicable before trading begins 

on the ex-dividend date, but in no event 

later than the time when the Exchange 

last accepts information relating to 

distributions on the day before the exdividend date. 

This exemptive relief is subject to 

modification or revocation at any time 

the Commission determines that such 

action is necessary or appropriate in 

furtherance of the purposes of the 

Exchange Act. Persons relying upon this 

exemptive relief shall discontinue 

transactions involving the Shares of the 

Fund, pending presentation of the facts 

for the Commission’s consideration, in 

the event that any material change 

occurs with respect to any of the facts 

or representations made by the 

Applicants and, consistent with all 

preceding letters, particularly with 

respect to the close alignment between 

the market price of Shares and the 

Fund’s NAV. In addition, persons 

relying on this exemption are directed 

to the anti-fraud and anti-manipulation 

provisions of the Exchange Act, 

particularly Sections 9(a) and 10(b), and 

Rule 10b–5 thereunder. 

Responsibility for compliance with 

these and any other applicable 

provisions of the federal securities laws 

must rest with the persons relying on 

this exemption. This order should not 

be considered a view with respect to 

any other question that the proposed 

transactions may raise, including, but 

not limited to the adequacy of the 

disclosure concerning, and the 

applicability of other federal or state 

laws to, the proposed transactions. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21400 Filed 10–4–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81776; File No. SR–NYSE– 

2017–49] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Make 

Technical and Conforming Changes to 

Section 703.02 of the NYSE Listed 

Company Manual 

September 29, 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 

September 20, 2017, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) 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 make 

technical and conforming changes to 

Section 703.02 (part2) (Stock Split/ 

Stock Rights/Stock Dividend Listing 

Process) (‘‘Section 703.02 (part2)’’) of 

the NYSE Listed Company Manual 

(‘‘Listed Company Manual’’). The 

proposed rule 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. 


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Federal Register / Vol. 82, No. 192 / Thursday, October 5, 2017 / Notices 46549 

4See 17 CFR 240.15c6–1(a); Securities Exchange 

Act Release No. 80021 (February 14, 2017), 82 FR 

10931(February 16, 2017) (SR–NYSE–2016–87) and 

Securities Exchange Act Release No. 81231 (July 27, 

2017), 82 FR 36008 (August 2, 2017) (SR–NYSE– 

2017–38). 

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

6 15 U.S.C. 78f(b)(5). 

7The Exchange has fulfilled this requirement. 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). 

10 15 U.S.C. 78s(b)(2)(B). 

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 make 

certain technical and conforming 

changes to Section 703.02 (part2) of the 

Listed Company Manual. 

Currently, Section 703.02(part 2) 

provides that ‘‘a distribution of less than 

25% is traded ‘‘ex’’ (without the 

distribution) on and after the business 

day prior to the record date.’’ Section 

703.02 (part 2) was recently amended to 

conform to amendments to Securities 

and Exchange Act Rule 15c6–1(a), 

which shortened the settlement cycle 

from three days to two days (‘‘T+2).4

The tabulation chart in Section 703.02 

(part2) setting forth the relation between 

record dates and normal ex-dividend 

dates according to the days of the week, 

however, was inadvertently not updated 

to reflect the shortened settlement cycle. 

The Exchange accordingly proposes to 

amend the tabulation chart to reflect 

two day settlements, as follows: 

Record date Normal 

ex-dividend date 

Monday ..................... preceding Friday. 

Tuesday .................... preceding Monday. 

Wednesday ............... preceding Tuesday. 

Thursday ................... preceding Wednesday. 

Friday ........................ preceding Thursday. 

Saturday ................... preceding Thursday. 

Sunday ...................... preceding Thursday. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,5 in general, and 

further the objectives of Section 6(b)(5) 

of the Act,6 in particular, because it is 

designed to prevent fraudulent and 

manipulative acts and practices, 

promote just and equitable principles of 

trade, remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

In particular, the Exchange believes 

that the proposed changes removes [sic] 

impediments to and perfects the 

mechanism of a free and open market by 

conforming the tabulation chart in 

Section 703.02 (part 2) of the Listed 

Company Manual to reflect a two day 

settlement, thereby reducing potential 

confusion, and making the Exchange’s 

rules easier to navigate. The Exchange 

also believes that updating the 

illustrative material in the Listed 

Company Manual also removes 

impediments to and perfects the 

mechanism of a free and open market by 

removing confusion that may result 

from having outdated or inconsistent 

material in the Listed Company Manual. 

The Exchange believes that aligning 

such material would not be inconsistent 

with the public interest and the 

protection of investors because investors 

will not be harmed and in fact would 

benefit from increased transparency, 

thereby reducing potential confusion. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change would impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed change is not designed to 

address any competitive issue but rather 

is solely concerned with conforming 

Section 703.02 (part 2) of the Listed 

Company Manual to reflect the two day 

settlement cycle. The Exchange also 

believes that the proposed rule change 

will serve to promote clarity and 

consistency, thereby reducing burdens 

on the marketplace and facilitating 

investor protection. 

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 

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 if 

consistent with the protection of 

investors and the public interest, 

provided that the self-regulatory 

organization has given the Commission 

written notice of its intent to file 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,7 the proposed rule change 

has become effective pursuant to 

Section 19(b)(3)(A) of the Act 8 and Rule 

19b–4(f)(6) thereunder.9

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

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

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2017–49 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–NYSE–2017–49. 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 


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46550 Federal Register / Vol. 82, No. 192 / Thursday, October 5, 2017 / Notices 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Rule 716(c). 

4See Rule 716(a). 

5A ‘‘Response’’ is an electronic message that is 

sent by members in response to a broadcast 

message. See Rule 716(b). 

6See Supplementary Material .04 to Rule 716. 

7Responses and orders and quotes on the order 

book at the time the block order is executed that 

are priced better than the block execution price are 

executed at the block execution price. See Rule 

716(c)(2)(i). 

8See Rule 716(c)(2). 

9The term ‘‘Professional Order’’ means an order 

that is for the account of a person or entity that is 

not a Priority Customer. See Rule 100(a)(37C). 

10See Rule 716(d). 

11See Rule 716(e). 

12See Rule 723. 

13Supplementary Material .01(b) to Rule 713 

provides that, if the PMM is quoting at the best 

price, it has participation rights equal to the greater 

of the proportion of the total size at the best price 

represented by the size of its quote, or a percentage 

allocation entitlement based on the number of other 

Professional Orders and market maker quotations at 

the best price. 

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–NYSE– 

2017–49 and should be submitted on or 

before October 26, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21411 Filed 10–4–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81765; File No. SR–MRX– 

2017–19] 

Self-Regulatory Organizations; Nasdaq 

MRX, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Rule 716(c) on 

the Block Order Mechanism 

September 29, 2017. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on August 

18, 2017, Nasdaq MRX, LLC (‘‘MRX’’ or 

‘‘Exchange’’) 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. 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 amend 

Rule 716(c) to more accurately describe 

the allocation methodology used in the 

Block Order Mechanism, and add 

language regarding how the block 

execution price is determined. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at www.ise.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 

proposed rule change. The text of these 

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 aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Block Order Mechanism is a 

process by which a member can obtain 

liquidity for the execution of blocksized orders,3 defined as orders for fifty 

contracts or more.4 When an order is 

entered in the Block Order Mechanism, 

that order is exposed to members who 

are given an opportunity to respond 

with the prices and sizes at which they 

would be willing to trade with the 

block-sized order.5 The exposure period 

is designated by the Exchange via 

circular, but must be no less than 100 

milliseconds and no more than 1 

second.6 At the conclusion of the 

exposure period, either an execution 

will occur at a single block execution 

price,7 or the order will be cancelled.8

The purpose of the proposed rule 

change is to amend Rule 716(c) to more 

accurately describe the allocation 

methodology used in the Block Order 

Mechanism, and add language regarding 

how the block execution price is 

determined. The Exchange believes that 

these changes will increase 

transparency around the operation of 

the Block Order Mechanism to the 

benefit of members and market 

participants. 

Currently, Rule 716(c)(2)(ii) provides 

that Responses, quotes, and Professional 

Orders 9 at the block execution price 

will participate in the execution of the 

block-size order according to Rule 

713(e)—i.e., the Exchange’s regular 

allocation rule. As implemented today, 

however, interest that is executed in the 

Block Order Mechanism follows the 

customer priority pro-rata allocation 

methodology designed for the 

Exchange’s auction mechanisms, 

including, for example, the Facilitation 

Mechanism,10 Solicited Order 

Mechanism,11 and Price Improvement 

Mechanism,12 with the exception that 

those two-sided auction mechanisms 

also allocate contracts against the contra 

order. This auction allocation 

methodology is similar to the 

Exchange’s regular allocation 

methodology but does not provide 

enhanced allocations to the Primary 

Market Maker (‘‘PMM’’) pursuant to 

Rule 713(e) and Supplementary Material 

.01(b) to Rule 713.13 The Exchange 

therefore proposes to amend Rule 

716(c)(2)(ii) to provide that, at the block 

execution price, Priority Customer 

Orders and Priority Customer Responses 

will be executed first in time priority, 

and then quotes, Professional Orders, 

and Professional Responses will 

participate in the execution of the blocksize order based upon the percentage of 

the total number of contracts available 

at the block execution price that is 

represented by the size of the quote, 

Professional Order, or Professional 

Response. In addition, the Exchange 

proposes to specify in Rule 716(c)(2)(i) 

that interest that is priced better than 

the block execution price is executed in 

full. In particular, the Exchange 

proposes to amend this rule to state that 

bids (offers) on the Exchange at the time 

the block order is executed that are 

priced higher (lower) than the block 

execution price, as well as Responses 

that are priced higher (lower) than the 

block execution price, will be executed 

in full at the block execution price. 

Although Rule 716(c)(2)(ii) described 

above explains how allocations are 

handled at the block execution price, 

the Exchange believes that additional 

the additional clarity that interest that is 

priced better than the block execution 


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