46546 Federal Register / Vol. 82, No. 192 / Thursday, October 5, 2017 / Notices 

1The Index is a rules-based index that follows a 

proprietary model developed by Ned Davis 

Research, Inc. in conjunction with Capital 

Management Group, Inc. To help limit loss 

associated with adverse market conditions, the 

model produces trade signals that dictate the 

Index’s equity allocation ranging from 100% fully 

invested (i.e., ‘‘long’’) to 100% in cash (i.e., ‘‘flat’’). 

The Index 100% replicates the S&P 500 Index (the 

‘‘S&P 500’’) when the Index is long and holds U.S. 

Treasury Bills when the Index is flat (i.e., it will be 

allocated to the Solactive 13-week U.S. T-bill 

Index). When the Index is not completely long or 

flat, either 80% or 40% of it will be allocated to 

the S&P 500, with the remaining portion (20% or 

60% respectively) allocated to U.S. Treasury Bills. 

2The Fund will operate as an ETF of ETFs until 

the Fund reaches, in the opinion of the Investment 

Adviser, an adequate asset size. When the Fund 

reaches an adequate size and the Index has an 

equity allocation, the Fund will then seek to track 

the Index by investing directly in the shares of the 

500 companies comprising the S&P 500. In the rare 

event the Fund does not operate as an ETF of ETFs 

for that day, the Fund will operate to meet the 

conditions of the ETF Class Relief, including the 

Equity ETF Class Letter. Applicants do not believe 

that either option will have an effect on the efficacy 

of the arbitrage process for the Fund. 

comments electronically should contact 

the person identified in the FOR FURTHER

INFORMATION CONTACT section by 

telephone for advice on filing 

alternatives. 

FOR FURTHER INFORMATION CONTACT: 

David A. Trissell, General Counsel, at 

202–789–6820. 

SUPPLEMENTARY INFORMATION: 

Table of Contents 

I. Introduction 

II. Docketed Proceeding(s) 

I. Introduction 

The Commission gives notice that the 

Postal Service filed request(s) for the 

Commission to consider matters related 

to negotiated service agreement(s). The 

request(s) may propose the addition or 

removal of a negotiated service 

agreement from the market dominant or 

the competitive product list, or the 

modification of an existing product 

currently appearing on the market 

dominant or the competitive product 

list. 

Section II identifies the docket 

number(s) associated with each Postal 

Service request, the title of each Postal 

Service request, the request’s acceptance 

date, and the authority cited by the 

Postal Service for each request. For each 

request, the Commission appoints an 

officer of the Commission to represent 

the interests of the general public in the 

proceeding, pursuant to 39 U.S.C. 505 

(Public Representative). Section II also 

establishes comment deadline(s) 

pertaining to each request. 

The public portions of the Postal 

Service’s request(s) can be accessed via 

the Commission’s Web site (http://

www.prc.gov). Non-public portions of 

the Postal Service’s request(s), if any, 

can be accessed through compliance 

with the requirements of 39 CFR 

3007.40. 

The Commission invites comments on 

whether the Postal Service’s request(s) 

in the captioned docket(s) are consistent 

with the policies of title 39. For 

request(s) that the Postal Service states 

concern market dominant product(s), 

applicable statutory and regulatory 

requirements include 39 U.S.C. 3622, 39 

U.S.C. 3642, 39 CFR part 3010, and 39 

CFR part 3020, subpart B. For request(s) 

that the Postal Service states concern 

competitive product(s), applicable 

statutory and regulatory requirements 

include 39 U.S.C. 3632, 39 U.S.C. 3633, 

39 U.S.C. 3642, 39 CFR part 3015, and 

39 CFR part 3020, subpart B. Comment 

deadline(s) for each request appear in 

section II. 

II. Docketed Proceeding(s) 

1. Docket No(s).: MC2017–213 and 

CP2017–321; Filing Title: Request of the 

United States Postal Service to Add 

Priority Mail Contract 365 to 

Competitive Product List and Notice of 

Filing (Under Seal) of Unredacted 

Governors’ Decision, Contract, and 

Supporting Data; Filing Acceptance 

Date: September 29, 2017; Filing 

Authority: 39 U.S.C. 3642 and 39 CFR 

3020.30 et seq.; Public Representative: 

Michael L. Leibert; Comments Due: 

October 10, 2017. 

2. Docket No(s).: MC2017–214 and 

CP2017–322; Filing Title: Request of the 

United States Postal Service to Add 

Priority Mail & First-Class Package 

Service Contract 58 to Competitive 

Product List and Notice of Filing (Under 

Seal) of Unredacted Governors’ 

Decision, Contract, and Supporting 

Data; Filing Acceptance Date: 

September 29, 2017; Filing Authority: 39 

U.S.C. 3642 and 39 CFR 3020.30 et seq.; 

Public Representative: Michael L. 

Leibert; Comments Due: October 10, 

2017. 

This notice will be published in the 

Federal Register. 

Stacy L. Ruble, 

Secretary. 

[FR Doc. 2017–21457 Filed 10–4–17; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81771; File No. TP 17–11] 

Order Granting Limited Exemptions 

From Exchange Act Rule 10b–17 and 

Rules 101 and 102 of Regulation M to 

VanEck Vectors NDR CMG Long/Flat 

Allocation ETF Pursuant to Exchange 

Act Rule 10b–17(b)(2) and Rules 101(d) 

and 102(e) of Regulation M 

September 29, 2017. 

By letter dated September 29, 2017 

(the ‘‘Letter’’), counsel for VanEck 

Vectors ETF Trust (the ‘‘Trust’’), on 

behalf of the Trust, VanEck Vectors NDR 

CMG Long/Flat Allocation ETF (the 

‘‘Fund’’), any national securities 

exchange on or through which shares 

issued by the Fund (‘‘Shares’’) may 

subsequently trade, Van Eck Securities 

Corporation (the ‘‘Distributor’’), and 

persons or entities engaging in 

transactions in Shares (collectively, the 

‘‘Applicants’’), requested exemptions, or 

interpretive or no-action relief, from 

Rule 10b–17 of the Securities Exchange 

Act of 1934, as amended (the ‘‘Exchange 

Act’’), and Rules 101 and 102 of 

Regulation M, in connection with 

secondary market transactions in Shares 

and the creation or redemption of 

aggregations of Shares of at least 50,000 

shares (‘‘Creation Units’’). 

The Trust is registered with the 

Securities and Exchange Commission 

(‘‘Commission’’) under the Investment 

Company Act of 1940, as amended 

(‘‘1940 Act’’), as an open-end 

management investment company. The 

Fund is an exchange-traded fund 

(‘‘ETF’’) organized as a series of the 

Trust. The Fund will seek to provide 

investment results that closely 

correspond, before fees and expenses, to 

the performance of the Ned Davis 

Research CMG US Large Cap Long/Flat 

Index (the ‘‘Index’’).1 The Fund intends, 

at least initially, to operate as an ‘‘ETF 

of ETFs’’ by seeking to track the 

performance of its underlying Index by 

holding shares of one or more ETFs 

(each, an ‘‘Underlying ETF’’) whose 

investment objective is to track the 

performance of the S&P 500.2

In order to track the Index, the Fund 

will invest at least 80% of its total assets 

(but typically far more) in component 

securities of the Index (directly or by 

indirect investments through one or 

more Underlying ETFs). The Fund may 

invest the remaining 20% of its total 

assets in securities not included in the 

Index, money market instruments, 

including repurchase agreements or 

other funds which invest exclusively in 

money market instruments, convertible 

securities, structured notes, and certain 

derivatives, which the Investment 

Advisor believes will help the Fund 

track the Index. Depositary receipts not 

included in the Index may also be used 

by the Fund in seeking performance that 


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Federal Register / Vol. 82, No. 192 / Thursday, October 5, 2017 / Notices 46547 

3American depositary receipts not included in 

the Index may be used by the Fund in seeking 

performance that corresponds to the Index, and in 

managing cash flows, and may count towards 

compliance with the Fund’s 80% policy. 

4The NAV of the Fund generally is determined 

each business day as of the close of trading 

(ordinarily 4:00 p.m., Eastern Time) on the New 

York Stock Exchange. 

5While ETFs operate under exemptions from the 

definitions of ‘‘open-end company’’ under Section 

5(a)(1) of the 1940 Act and ‘‘redeemable security’’ 

under Section 2(a)(32) of the 1940 Act, the Fund 

and its securities do not meet those definitions. 

6Additionally, we confirm the interpretation that 

a redemption of Creation Unit size aggregations of 

Shares of the Fund and the receipt of securities in 

exchange by a participant in a distribution of Shares 

of the Fund would not constitute an ‘‘attempt to 

induce any person to bid for or purchase, a covered 

security during the applicable restricted period’’ 

within the meaning of Rule 101 of Regulation M 

and, therefore, would not violate that rule. 

corresponds to the Index.3 Except for 

the fact that the Fund will operate as an 

ETF of ETFs, the Fund will operate in 

a manner similar to the Underlying 

ETFs. 

The Applicants represent, among 

other things, the following: 

• Shares of the Fund will be issued 

by the Trust, an open-end management 

investment company that is registered 

with the Commission; 

• Creation Units will be continuously 

redeemable at the net asset value (the 

‘‘NAV’’) next determined after receipt of 

a request for redemption by the Fund,4

and the secondary market price of the 

Shares should not vary substantially 

from the NAV of such Shares; 

• Shares of the Fund will be listed 

and traded on NYSE Arca, Inc. or 

another exchange in accordance with 

exchange listing standards that are, or 

will become, effective pursuant to 

Section 19(b) of the Exchange Act (the 

‘‘Listing Exchange’’); 

• All Underlying ETFs in which the 

Fund invests will either meet all 

conditions set forth in relevant class 

relief, will have received individual 

relief from the Commission, or will be 

able to rely upon individual relief even 

though they are not named parties; 

• All of the components of the Index 

will have publicly available last sale 

trade information; 

• The intra-day indicative value of 

the Fund per share and the intra-day 

value of the Index will be publicly 

disseminated every 15 seconds 

throughout the trading day through the 

facilities of the Consolidated Tape 

Association; 

• On each business day before the 

opening of business on the Listing 

Exchange, the Fund’s custodian, 

through the National Securities Clearing 

Corporation, will make publicly 

available the list of the names and the 

numbers of securities of the Fund’s 

portfolio that will be applicable that day 

to creation and redemption requests; 

• The Listing Exchange will 

disseminate continuously every 15 

seconds throughout the trading day, 

through the facilities of the 

Consolidated Tape Association, the 

market value of a Share, and the Listing 

Exchange, market data vendors, or other 

information providers will disseminate, 

every 15 seconds throughout the trading 

day, a calculation of the intra-day 

indicative value of a Share; 

• The arbitrage mechanism will be 

facilitated by the transparency of the 

Fund’s portfolio and the availability of 

the intra-day indicative value, the 

liquidity of securities and other assets 

held by the Fund, the ability to acquire 

such securities, as well as the 

arbitrageurs’ ability to create workable 

hedges; 

• The Fund will invest solely in 

liquid securities and financial 

instruments; 

• The Fund will invest in securities 

that will facilitate an effective and 

efficient arbitrage mechanism and the 

ability to create workable hedges; 

• The Applicants believe that 

arbitrageurs are expected to take 

advantage of price variations between 

the Fund’s market price and its NAV; 

and 

• A close alignment between the 

market price of Shares and the Fund’s 

NAV is expected. 

Regulation M 

While redeemable securities issued by 

an open-end management investment 

company are excepted from the 

provisions of Rule 101 and 102 of 

Regulation M, the Applicants may not 

rely upon that exception for the Shares.5

However, we find that it is appropriate 

in the public interest and is consistent 

with the protection of investors to grant 

a conditional exemption from Rules 101 

and 102 to persons who may be deemed 

to be participating in a distribution of 

Shares of the Fund as described in more 

detail below. 

Rule 101 of Regulation M 

Generally, Rule 101 of Regulation M 

is an anti-manipulation rule that, 

subject to certain exceptions, prohibits 

any ‘‘distribution participant’’ and its 

‘‘affiliated purchasers’’ from bidding for, 

purchasing, or attempting to induce any 

person to bid for or purchase any 

security which is the subject of a 

distribution until after the applicable 

restricted period, except as specifically 

permitted in the rule. Rule 100 of 

Regulation M defines ‘‘distribution’’ to 

mean any offering of securities that is 

distinguished from ordinary trading 

transactions by the magnitude of the 

offering and the presence of special 

selling efforts and selling methods. The 

provisions of Rule 101 of Regulation M 

apply to underwriters, prospective 

underwriters, brokers, dealers, or other 

persons who have agreed to participate 

or are participating in a distribution of 

securities. The-Shares are in a 

continuous distribution and, as such, 

the restricted period in which 

distribution participants and their 

affiliated purchasers are prohibited from 

bidding for, purchasing, or attempting to 

induce others to bid for or purchase 

extends indefinitely. 

Based on the representations and facts 

presented in the Letter, particularly that 

the Trust is a registered open-end 

management investment company, that 

Creation Unit size aggregations of the 

Shares of the Fund will be continuously 

redeemable at the NAV next determined 

after receipt of a request for redemption 

by the Fund, and that a close alignment 

between the market price of Shares and 

the Fund’s NAV is expected, the 

Commission finds that it is appropriate 

in the public interest and consistent 

with the protection of investors to grant 

the Trust an exemption under paragraph 

(d) of Rule 101 of Regulation M with 

respect to the Fund, thus permitting 

persons participating in a distribution of 

Shares of the Fund to bid for or 

purchase such Shares during their 

participation in such distribution.6

Rule 102 of Regulation M 

Rule 102 of Regulation M prohibits 

issuers, selling security holders, and any 

affiliated purchaser of such person from 

bidding for, purchasing, or attempting to 

induce any person to bid for or purchase 

a covered security during the applicable 

restricted period in connection with a 

distribution of securities effected by or 

on behalf of an issuer or selling security 

holder. 

Based on the representations and facts 

presented in the Letter, particularly that 

the Trust is a registered open-end 

management investment company, that 

Creation Unit size aggregations of the 

Shares of the Fund will be continuously 

redeemable at the NAV next determined 

after receipt of a request for redemption 

by the Fund, and that a close alignment 

between the market price of Shares and 

the Fund’s NAV is expected, the 

Commission finds that it is appropriate 

in the public interest and consistent 

with the protection of investors to grant 

the Trust an exemption under paragraph 

(e) of Rule 102 of Regulation M with 

respect to the Fund, thus permitting the 


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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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