Federal Register / Vol. 82, No. 209 / Tuesday, October 31, 2017 / Notices 50461 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4A 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. 

5The 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 Funds 

[sic] (File Nos. 333–215165 and 811–23222) 

(‘‘Registration Statement’’). The description of the 

operation of the Trust and the Funds [sic] 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. 812–13828– 

01) (‘‘Exemptive Order’’). 

6An 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 Manager 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 

Continued 

securities registered under Section 12 of 

the Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.) (‘‘Exchange Act’’); or 

(2) filed a registration statement 

pursuant to Section 12 of the Exchange 

Act for a class of equity securities. The 

Commission has adopted Form N–54A 

(17 CFR 274.53) as the form for 

notification of election to be regulated 

as business development companies. 

The purpose of Form N–54A is to 

notify the Commission that the 

investment company making the 

notification elects to be subject to 

Sections 55 through 65 of the 

Investment Company Act, enabling the 

Commission to administer those 

provisions of the Investment Company 

Act to such companies. 

The Commission estimates that on 

average approximately 12 business 

development companies file these 

notifications each year. Each of those 

business development companies need 

only make a single filing of Form N– 

54A. The Commission further estimates 

that this information collection imposes 

a burden of 0.5 hours, resulting in a 

total annual PRA burden of 6 hours. 

Based on the estimated wage rate, the 

total cost to the business development 

company industry of the hour burden 

for complying with Form N–54A would 

be approximately $2,070. 

The collection of information under 

Form N–54A is mandatory. The 

information provided by the form is not 

kept confidential. An agency may not 

conduct or sponsor, and a person is not 

required to respond to, a collection of 

information unless it displays a 

currently valid control number. 

The public may view the background 

documentation for this information 

collection at the following Web site, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 20549 

or send an email to: PRA_Mailbox@

sec.gov. Comments must be submitted to 

OMB within 30 days of this notice. 

Dated: October 26, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–23658 Filed 10–30–17; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81944; File No. SR– 

NYSEArca–2017–99] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the Hartford Schroders Tax-Aware 

Bond ETF Under NYSE Arca Rule 

8.600–E 

October 25, 2017. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that, on October 

11, 2017, NYSE Arca, Inc. (‘‘Exchange’’ 

or ‘‘NYSE Arca’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade shares of the Hartford Schroders 

Tax-Aware Bond ETF under NYSE Arca 

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

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. 

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 

Schroders Tax-Aware Bond ETF 

(‘‘Fund’’) under NYSE Arca Rule 8.600– 

E, which governs the listing and trading 

of Managed Fund Shares.4 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.5 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. 

Schroder Investment Management North 

America Inc. (‘‘Sub-Adviser’’) will be 

the sub-adviser to the Fund and 

performs 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.6 In addition, 


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50462 Federal Register / Vol. 82, No. 209 / Tuesday, October 31, 2017 / Notices 

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. 

7While the Sub-Adviser is not registered as a 

broker-dealer, it has a wholly-owned broker-dealer 

subsidiary. This broker-dealer is limited purpose 

and exists solely to serve as the distributor of 

pooled investment vehicles for which the SubAdviser acts as an investment adviser. This brokerdealer does not execute securities transactions or 

accept customer funds. For purposes of this filing, 

the term ‘‘firewall’’ shall mean that personnel of 

such broker-dealer are subject to procedures 

designed to prevent the use and dissemination of 

material non-public information, including 

information regarding the Fund’s portfolio. 

8The term ‘‘normal market conditions’’ is defined 

in NYSE Arca Rule 8.600–E(c)(5). 

9For purposes of this filing, cash equivalents are 

money market funds and the following short-term 

instruments with maturities of less than three 

months: (i) Certificates of deposit issued against 

funds deposited in a bank or savings and loan 

association; (ii) bankers’ acceptances, which are 

short-term credit instruments used to finance 

commercial transactions; (iii) U.S. Government 

obligations or corporate debt obligations (including 

those subject to repurchase agreements); (iv) bank 

time deposits; and (v) commercial paper. 

10Municipal inverse floaters 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. 

11For purposes of this filing, ETFs include 

Investment Company Units (as described in NYSE 

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

(as described in NYSE Arca Rule 8.100–E); and 

Managed Fund Shares (as described in NYSE Arca 

Rule 8.600–E). The ETFs all will be listed and 

traded in the U.S. on registered exchanges. The 

Fund will not invest in inverse or leveraged (e.g., 

+2x, ¥2X) index ETFs. 

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 

registered as a broker-dealer but each is 

affiliated with a broker-dealer. The 

Manager and Sub-Adviser each has 

implemented and will maintain a ‘‘fire 

wall’’ with respect to such broker-dealer 

affiliate regarding access to information 

concerning the composition of and/or 

changes to the Fund’s portfolio.7 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 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. 

Hartford Schroders Tax-Aware Bond 

ETF 

Principal Investments 

According to the Registration 

Statement, the Fund will seek total 

return on an after-tax basis. The Fund 

will seek to achieve its investment 

objective by investing in a diversified 

portfolio of fixed income debt 

instruments of varying maturities. 

Under normal market conditions,8 the 

Fund will invest principally (that is, 

more than 50% of its assets) in the U.S. 

dollar-denominated, fixed income debt 

instruments described below. 

The fixed income debt instruments in 

which the Fund may invest as part of its 

principal investment strategy are 

securities issued or guaranteed by the 

U.S. government and its agencies, 

government-sponsored enterprise 

securities, corporate bonds, agency 

mortgage-backed securities (including 

‘‘to be announced’’ or ‘‘TBA’’ 

transactions), agency asset-backed 

securities (‘‘ABS’’), ‘‘Municipal 

Securities’’ (as described below), 

sovereign debt and debt securities 

issued by supranational organizations. 

They may pay fixed, variable, or floating 

interest rates. The Fund may invest in 

U.S. dollar denominated foreign 

securities. The Fund may also invest in 

cash and cash equivalents.9

According to the Registration 

Statement, in seeking to achieve the 

Fund’s investment objective, the SubAdviser will employ a tax-aware 

investing strategy that attempts to 

realize total return for shareholders, 

primarily in the form of current income 

and price appreciation, by balancing 

investment considerations and tax 

considerations. 

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; bonds 

that are collateralized with agency and/ 

or treasury securities, municipal notes; 

municipal lease obligations; and 

municipal inverse floaters.10 The Fund’s 

investments in Municipal Securities 

will be diversified among issuers in at 

least 10 states and U.S. territories. The 

Fund may invest up to 40% of the 

Fund’s total assets in Municipal 

Securities of issuers in each of 

California, New York and Texas. The 

Fund will limit its investments in 

Municipal Securities of any one state 

(except California, New York and Texas) 

or U.S. territory to 25% of the Fund’s 

total assets. 

The Fund may hold restricted 

securities, which are securities that 

cannot be offered for public resale 

unless registered under the applicable 

securities laws or that have a 

contractual restriction that prohibits or 

limits their resale. Restricted securities 

include private placement securities 

that have not been registered under the 

applicable securities laws, such as Rule 

144A securities, and securities of U.S. 

and non-U.S. issuers that are issued 

pursuant to Regulation S. 

Other Investments 

While the Fund, under normal market 

conditions, will invest principally in the 

securities and financial instruments 

described above, the Fund may invest 

its remaining assets in the securities and 

financial instruments described below. 

The Fund may invest in non-agency 

ABS, which are securities backed by a 

pool of some underlying asset, 

including but not limited to home 

equity loans, installment sale contracts, 

credit card receivables or other assets. 

The Fund may invest in collateralized 

debt obligations (‘‘CDOs’’), which 

include collateralized bond obligations 

(‘‘CBOs’’), collateralized loan 

obligations (‘‘CLOs’’) and other similarly 

structured securities. 

The Fund may invest in non-agency 

mortgage-related securities. 

The Fund may invest in the securities 

of other registered investment 

companies, including exchange-traded 

funds (‘‘ETFs’’).11

The Fund may engage actively in 

transactions in derivatives (futures, 

options, swaps and forward rate 

agreements), as described below. The 

Fund will normally use derivatives to 

supplement the effective management of 

its duration profile, to gain exposure to 

particular securities or markets, in 

connection with hedging transactions, 

or for purposes of efficient portfolio 

management, including managing cash 

flows or as part of the Fund’s risk 

management process. 

The Fund may invest in U.S and 

foreign exchange-traded and over-the 

counter (‘‘OTC’’) put and call options. 

The Fund may engage in options 

transactions on any security, index or 

instrument in which it may invest. 


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Federal Register / Vol. 82, No. 209 / Tuesday, October 31, 2017 / Notices 50463 

12An 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’’). 

The Fund may invest in U.S and 

foreign exchange-traded and OTC 

currency options. 

The Fund may invest in U.S. and 

foreign exchange-traded futures 

contracts and options on futures 

contracts with respect to equity and 

debt securities, foreign currencies, 

aggregates of equity and debt securities 

(aggregates are composites of equity or 

debt securities that are not tied to a 

commonly known index), interest rates, 

indices, commodities and other 

financial instruments. 

The Fund may enter into commodity 

swaps, total return swaps, currency 

swaps, credit default swaps, asset 

swaps, inflation swaps, event-linked 

swaps, interest rate swaps, swaps on 

specific securities or indices, swaps on 

rates (such as mortgage prepayment 

rates), municipal credit default swaps, 

municipal market data derivatives rate 

locks, caps, collars, and floors. The 

Fund may also enter into options on 

swap agreements (‘‘swaptions’’). The 

Fund may also invest in the Dow Jones 

CDX (‘‘CDX’’), which is a family of 

indices that track credit derivative 

indices in various countries around the 

world. Swaps and swaptions can be 

both exchange traded and OTC. 

The Fund may enter into forward rate 

agreements. 

The Fund may invest in inflationprotected debt securities. 

The Fund may invest in OTC and 

exchange-traded convertible and 

nonconvertible preferred stock. 

The Fund may invest in when-issued 

and delayed delivery securities and 

forward commitments. 

Disclosure of Portfolio Holdings 

On each day the NYSE Arca is open 

(a ‘‘Business Day’’), before 

commencement of trading in Shares on 

the Exchange, HFMC will disclose the 

Fund’s iNAV Basket.12 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. 

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 

National Securities Clearing Corporation 

(‘‘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 Depository Trust Company (‘‘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 1:00 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 1:00 

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. 

The Participant Agreement authorizes 

the Transfer Agent to transmit to NSCC 

on behalf of the Participating Party such 

trade instructions as are necessary to 

effect the Participating Party’s creation 

order. Pursuant to such trade 

instructions from the Transfer Agent to 

NSCC, the Participating Party agrees to 

transfer the requisite Deposit Securities 

(or contracts to purchase such Deposit 

Securities that are expected to be 

delivered in a ‘‘regular way’’ manner by 

the second Business Day) and the Cash 

Component to the Trust, together with 

such additional information as may be 

required by the Transfer Agent and the 

Distributor as set forth in the Participant 

Agreement. An order to create Creation 

Units of the Fund through the Clearing 

Process is deemed received by the 

Transfer Agent on the Transmittal Date 

if (i) such order is received by the 

Transfer Agent not later than the Order 

Cutoff Time on such Transmittal Date 

and (ii) all other procedures set forth in 

the Participant Agreement are properly 

followed. 

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 


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50464 Federal Register / Vol. 82, No. 209 / Tuesday, October 31, 2017 / Notices 

13Currently, 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. 

14The Exchange notes that the Commission has 

approved the listing and trading of another issue of 

Managed Fund Shares that principally holds 

municipal securities for which no single issuer 

would account for more than 10% of the weight of 

the fund’s portfolio. See Securities Exchange Act 

Release No. 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). 

15The Exchange notes that the Commission has 

approved the listing and trading of another issue of 

Managed Fund Shares that principally holds 

municipal securities for which no single bond 

would exceed 5% of the fund’s portfolio. See 

Securities Exchange Act Release No. 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). 

16The Exchange notes that the Commission has 

approved the listing and trading of other issues of 

Managed Fund Shares that principally hold 

municipal securities for which the applicable 

fund’s assets in municipal securities of any one 

state would be limited to 25% of such fund’s assets. 

See Securities Exchange Act Release Nos. 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); 79293 

(November 10, 2016), 81 FR 81189 (November 17, 

2016) (SR–NYSEArca–2016–107) (order approving 

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. An order to 

redeem Creation Units of the Fund 

through the Clearing Process will be 

deemed received by the Transfer Agent 

on the Transmittal Date if such order is 

received by the Transfer Agent not later 

than 1:00 p.m. Eastern time on such 

Transmittal Date and other applicable 

procedures are properly followed. 

Orders to redeem Creation Units of 

the Fund outside the Clearing Process 

must be delivered through a DTC 

Participant that has executed the 

Participant Agreement. An order to 

redeem Creation Units of the Fund 

outside the Clearing Process will be 

deemed received by the Transfer Agent 

on the Transmittal Date if such order is 

received by the Transfer Agent not later 

than 1:00 p.m. Eastern time on such 

Transmittal Date and other applicable 

procedures are properly followed. 

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 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). 

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 Fund’s 

prospectus and Statement of Additional 

Information (‘‘SAI’’) will be available on 

the Fund’s Web site. The Web site 

information will be publicly available at 

no charge. 

Investors can also obtain the Fund’s 

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 publicly available 

and will be published daily in the 

financial section of newspapers. 

Quotation and last sale information 

for the Shares and ETFs will be 

available via the Consolidated Tape 

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

and from the national securities 

exchanges on which they are listed. 

Quotation information from brokers 

and dealers or pricing services will be 

available for Municipal Securities. 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.13 One source of 

price information for municipal 

securities is the Electronic Municipal 

Market Access (‘‘EMMA’’), which is 

administered by the Municipal 

Securities Rulemaking Board. 

Investment Restrictions 

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. 

With respect to the Fund’s 

investments in Municipal Securities, 

under normal market conditions, except 

for periods of high cash inflows or 

outflows, 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; 14

iii. No individual bond will account 

for more than 5% of the weight of the 

Fund’s portfolio; 15

iv. The Fund will limit its 

investments in Municipal Securities of 

any one state to 25% of the Fund’s total 

assets, provided that up to and 

including 40% of the Fund’s total assets 

may be invested in Municipal Securities 

of issuers in each of California, New 

York and Texas; 16


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listing and trading of shares of Cumberland 

Municipal Bond ETF under Rule 8.600); 78913 

(September 23, 2016) (SR–Nasdaq–2016–002) (order 

approving listing and trading of the First Trust 

Municipal High Income ETF of First Trust 

Exchange-Traded Fund III). 

17The Exchange notes that the Commission has 

approved the listing and trading of another issue of 

Managed Fund Shares that principally holds 

municipal securities and for which the fund’s assets 

would be diversified among issuers in 10 states. See 

Securities Exchange Act Release No. 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). 

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 Exchange notes that the Commission has 

approved the listing and trading of another issue of 

Managed Fund Shares that principally holds 

municipal securities for which pre-refunded bonds 

were excluded from the specified limits in the 

fund’s municipal bond investments. See Securities 

Exchange Act Release No. 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). Pre-refunded bonds (also 

known as refunded or escrow-secured bonds) have 

a high level of credit quality and liquidity because 

the issuer ‘‘pre-refunds’’ 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 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. 22 17 CFR 240.10A–3. 

v. The Fund’s investments in 

Municipal Securities will be diversified 

among issuers in at least 10 states and 

U.S. territories; 17

vi. The Fund will be diversified 

among a minimum of five different 

sectors of the Municipal Securities 

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

Application of Generic Listing 

Requirements 

The Exchange is submitting this 

proposed rule change because the 

portfolio 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 fixed 

income securities, including Municipal 

Securities, will be well-diversified. 

The Exchange believes that permitting 

Fund Shares to be listed and traded on 

the Exchange, notwithstanding that, as a 

result principally of the Fund’s 

investments in Municipal Securities, 

less than 75% of the weight of the 

Fund’s portfolio may consist of 

components with $100 million 

minimum or more original principal 

amount outstanding, would provide the 

Fund with greater ability to select from 

a broad range of fixed income securities, 

including 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 will 

not be susceptible to manipulation. As 

noted above, with respect to the Fund’s 

investments in Municipal Securities, 

such securities 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 25% of the Fund’s total 

assets, provided that up to and 

including 40% of the Fund’s total assets 

may be invested in Municipal Securities 

of issuers in each of California, New 

York and Texas; and the Fund’s 

investments in Municipal Securities 

will be diversified among issuers in at 

least 10 states and U.S. territories and 

will be diversified among a minimum of 

five different sectors of the Municipal 

Securities 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 in the Fund’s 

Shares also will be subject to Rule 

8.600–E(d)(2)(D) (‘‘Trading Halts’’). 

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 

the NYSE Arca Marketplace 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 the NYSE Arca Marketplace 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. 

With the exception of the 

requirements of Commentary .01(b)(1) to 

Rule 8.600–E as described above in 

‘‘Application of Generic Listing 

Requirements’’, 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 

Manager will implement and maintain, 

or be subject to, procedures designed to 

prevent the use and dissemination of 

material non-public information 

regarding the actual components of the 

Fund’s portfolio. The Exchange 

represents that, for initial and 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 its investment goal and will not be 

used to provide multiple returns of a 

benchmark or to produce leveraged 

returns. 

Surveillance 

The Exchange represents that trading 

in the Shares will be subject to the 

existing trading surveillances, 


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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. 

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

26See note 7, supra. 

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, certain 

exchange-traded options and certain 

exchange-traded futures 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, 

certain exchange-traded options and 

certain exchange-traded futures from 

such markets and other entities. In 

addition, the Exchange may obtain 

information regarding trading in the 

Shares, ETFs, certain exchange-traded 

options and certain exchange-traded 

futures from markets and other entities 

that are members of ISG or with which 

the Exchange has in place a 

comprehensive surveillance sharing 

agreement. In addition, 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. 

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) 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 Early 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, certain 

exchange-traded options and certain 

exchange-traded futures 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, 

certain exchange-traded options and 

certain exchange-traded futures from 

such markets and other entities. In 

addition, the Exchange may obtain 

information regarding trading in the 

Shares, ETFs, certain exchange-traded 

options and certain exchange-traded 

futures from markets and other entities 

that are members of ISG or with which 

the Exchange has in place a 

comprehensive surveillance sharing 

agreement. In addition, 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. 

Neither the Manager nor Sub-Adviser is 

registered as a 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.26


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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, as a 

result principally of the Fund’s 

investments in Municipal Securities, 

less than 75% of the weight of the 

Fund’s portfolio may consist of 

components with $100 million 

minimum or more 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 

portfolio will not be susceptible to 

manipulation. As noted above, with 

respect to the Fund’s investments in 

Municipal Securities, such securities 

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 25% of the 

Fund’s total assets, provided that up to 

and including 40% of the Fund’s total 

assets may be invested in Municipal 

Securities of issuers in each of 

California, New York and Texas; and the 

Fund’s investments in Municipal 

Securities will be diversified among 

issuers in at least 10 states and will be 

diversified among a minimum of five 

different sectors of the Municipal 

Securities 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. 

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 and 

ETFs will be available via the CTA highspeed line, and from the national 

securities exchanges 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 Funds [sic] 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. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of activelymanaged exchange-traded product that 

principally will hold fixed income 

securities 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 will hold fixed income 

securities 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–2017–99 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–2017–99. 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 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
50468 Federal Register / Vol. 82, No. 209 / Tuesday, October 31, 2017 / Notices 

27 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Exchange proposes to amend: (i) The 

Certificate of Incorporation; (ii) Second Amended 

Limited Liability Company Agreement; (iii) ByLaws; and (iv) Rule Book. 

4NASDAQ PHLX LLC and The NASDAQ Stock 

Market LLC will also be filing similar rule changes. 

5See Securities Exchange Act Release No. 75421 

(July 10, 2015), 80 FR 42136 (July 16, 2015) (SR– 

BSECC–2015–001, SR–BX–2015–030, SR– 

NASDAQ–2015–058, SR–Phlx–2015–46, SR–SCCP– 

2015–01). 

6 Id. 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(5). 

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. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2017–99 and 

should be submitted on or before 

November 21, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–23582 Filed 10–30–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81948; File No. SR–BX– 

2017–046] 

Self-Regulatory Organizations; 

NASDAQ BX, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Relating to the 

Exchange’s Name Change 

October 25, 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 October 

18, 2017, NASDAQ BX, Inc. (‘‘BX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III, 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 its 

rules as well as certain corporate 

documents of the Exchange to reflect 

legal name changes. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaqbx.cchwallstreet.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 purpose of this filing is to reflect 

in the Exchange’s governing documents 

(and the governing documents of its 

parent company) 3 and the Exchange’s 

Rulebook a non-substantive corporate 

branding change to the Exchange’s 

name.4 Specifically, current references 

will be changed as follows: 

• References to ‘‘NASDAQ’’ will be 

changed to ‘‘Nasdaq’’. 

• References to ‘‘NASDAQ BX, Inc.’’ 

or ‘‘NASDAQ BX’’ will be changed to 

‘‘Nasdaq BX, Inc.’’ or ‘‘Nasdaq BX’’. 

• References to ‘‘The NASDAQ Stock 

Market LLC’’ or ‘‘NASDAQ Stock 

Market LLC’’ will be changed to ‘‘The 

Nasdaq Stock Market LLC’’. 

• References to ‘‘NASDAQ PHLX 

LLC’’ or ‘‘NASDAQ PHLX’’ will be 

changed to ‘‘Nasdaq PHLX LLC’’ or 

‘‘Nasdaq PHLX’’. 

• References to ‘‘The NASDAQ OMX 

Group, Inc.’’ or ‘‘NASDAQ OMX Group, 

Inc.’’ will be changed to ‘‘Nasdaq, Inc.’’ 5

• In addition to the preceding 

changes, all references to ‘‘OMX’’ will 

be removed from the Rulebook.6

• References to ‘‘NASDAQ Execution 

Services, LLC’’ will be changed to as 

‘‘Nasdaq Execution Services, LLC’’. 

• In all instances where the word 

‘‘the’’ should have been capitalized, 

(e.g., By-Law, Section 4.13(c)), the 

Exchange will make the appropriate 

correction. 

No other changes are being proposed 

in this filing. The Exchange represents 

that these changes are concerned solely 

with the administration of the Exchange 

and do not affect the meaning, 

administration, or enforcement of any 

rules of the Exchange or the rights, 

obligations, or privileges of Exchange 

members or their associated persons in 

any way. Accordingly, this filing is 

being submitted under Rule 19b-4(f)(3). 

In lieu of providing a copy of the 

marked changes, the Exchange 

represents that it will make the 

necessary non-substantive revisions to 

the Certificate of Incorporation, Second 

Amended Limited Liability Company 

Agreement, By-Laws and Rulebook and 

post updated versions of each on the 

Exchange’s Web site pursuant to Rule 

19b–4(m)(2). 

The Exchange notes that the following 

references are not being amended in the 

Exchange’s governing documents and 

the Exchange’s Rulebook: 

• Any name with a trademark (TM) or 

service mark (SM) attached to the name. 

• Any references in the Certificate of 

Incorporation which references a prior 

name of the Exchange and reflects a 

historical date wherein that name was 

in effect. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,7 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,8

in particular, in that it is designed to 

promote just and equitable principles of 

trade, to 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 by 

avoiding confusion with the name. The 

Exchange proposes to conform its name 

to that of its parent, Nasdaq Inc., by 

changing the capitalization in the word 

‘‘NASDAQ’’ to ‘‘Nasdaq.’’ The Exchange 

also proposes to amend the names of 

affiliated markets in a similar manner, 

by changing the name ‘‘NASDAQ’’ to 

‘‘Nasdaq.’’ The name change of the 

Exchange as well as other name changes 

to related entities are non-substantive 

changes. No changes to the ownership 


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