52756 Federal Register / Vol. 82, No. 218 / Tuesday, November 14, 2017 / Notices 

93See Amendment No. 1. 

94See id. 

95As described more fully above, new NYSE 

American Rule 980NY(c)(ii) provides the leg 

markets first priority to trade against an incoming 

marketable ECO only when the contra-side leg 

market interest for each component leg of the ECO 

includes Customer interest. New NYSE American 

Rule 980NY(e)(2) provides that a COA-eligible order 

may execute against ECOs resting in the 

Consolidated Book that are priced equal to the 

contra-side Complex BBO, unless each leg of the 

contra-side Complex BBO includes Customer 

interest. 96See footnote 6, supra. 

97 15 U.S.C. 78s(b)(2). 

98 17 CFR 200.30–3(a)(12). 

allocation priority of Customer orders 

by indicating that ECOs on behalf of 

Customers will have priority over samepriced ECOs for non-Customers.93 New 

NYSE American Rule 980NY(e)(7)(B) 

provides that, after allocations pursuant 

to NYSE American Rule 980NY(e)(7)(A), 

a COA-eligible order will trade with 

best-priced contra-side interest pursuant 

to NYSE American Rule 980NY(c)(ii) or 

(iii). NYSE American Rule 980NY(e)(7) 

states that any unexecuted portion of a 

COA-eligible order will be ranked in the 

Consolidated Book. The Commission 

believes that these provisions establish 

additional execution opportunities for a 

COA-eligible order, or portion of a COAeligible order, that does not execute 

during the COA, and provide clarity 

regarding the handling of these orders. 

The Commission believes that the 

proposed changes to Commentary .02 to 

NYSE American Rule 980NY clarify the 

circumstances under which an ECO that 

executes against another ECO must 

trade at a price that is better than leg 

market interest. Specifically, 

Commentary .02 indicates that the ECOs 

must trade at an improved price when 

each leg of the contra-side Complex 

BBO for the components of the ECO 

includes Customer interest.94 The 

Commission notes that Commentary .02 

is consistent with the Customer priority 

provisions of new NYSE American 

Rules 980NY(c)(ii) and (e)(2).95

IV. Solicitation of Comments on 

Amendment No. 1 

Interested persons are invited to 

submit written data, views, and 

arguments concerning whether 

Amendment No. 1 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– 

NYSEAMER–2017–15 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–NYSEAMER–2017–15. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

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–NYSEAMER–2017–15, and 

should be submitted on or before 

December 5, 2017. 

V. Accelerated Approval of Proposed 

Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of the notice of Amendment 

No. 1 in the Federal Register. In 

Amendment No. 1, NYSE American 

revises its original proposal to make the 

changes discussed in detail above.96

Notably, in Amendment No. 1, NYSE 

American revises its proposal to provide 

additional clarity to the Customer 

priority provisions of the proposed 

rules. In this regard, Amendment No. 1 

makes clear that when allocating orders 

at the conclusion of a COA, ECOs on 

behalf of Customers have priority over 

same-priced ECOs for non-Customers. In 

addition, Amendment No. 1 indicates 

that a COA-eligible order may trade 

immediately in full (or in a permissible 

ratio) with a resting ECO priced equal to 

the contra-side Complex BBO, unless 

each leg of the contra-side Complex 

BBO includes Customer interest. 

Amendment No. 1 also clarifies the 

circumstances under which ECOs that 

execute against each other must trade at 

a price that is better than the 

corresponding leg market interest. The 

Commission believes that Amendment 

No. 1 does not raise any novel 

regulatory issues and instead provides 

additional clarity in the rule text. 

Accordingly, the Commission finds 

good cause for approving the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,97 that the 

proposed rule change (File No. SR– 

NYSEAMER–2017–15), as modified by 

Amendment No. 1, is approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.98

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–24576 Filed 11–13–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32898; File No. 812–14775] 

Meeder Funds Trust, et al. 

November 8, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 12(d)(1)(J) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

12(d)(1)(A) and (B) of the Act and under 

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

exemption from sections 17(a)(1) and (2) 

of the Act. 

The requested order would permit 

certain registered open-end investment 

companies to acquire shares of certain 

registered open-end investment 

companies that are outside of the same 

group of investment companies as the 

acquiring investment companies, in 


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Federal Register / Vol. 82, No. 218 / Tuesday, November 14, 2017 / Notices 52757 

1Applicants request that the relief apply to: (1) 

Each registered, open-end management investment 

company or series thereof that currently or 

subsequently is part of the same ‘group of 

investment companies,’ within the meaning of 

Section 12(d)(1)(G)(ii) of the Act, as the Trust and 

is advised by the Adviser (included in the term 

‘Funds’); (2) each Investing Fund that enters into a 

Participation Agreement (as defined in the 

Application) with a Fund to purchase shares of the 

Fund; and (3) any principal underwriter to a Fund 

or Broker selling shares of a Fund. 

2Certain of the Funds created in the future may 

be registered under the Act as open-end 

management investment companies and may have 

received exemptive relief to permit their shares to 

be listed and traded on a national securities 

exchange at negotiated prices. 

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

2 17 CFR 240.19b–4. 

3NYSE Rules define ‘‘UTP Security’’ as a security 

that is listed on a national securities exchange other 

than the Exchange and that trades on the Exchange 

pursuant to unlisted trading privileges. See NYSE 

Rule 1.1(ii). 

4See Securities Exchange Act Release No. 81310 

(Aug. 3, 2017), 82 FR 37257 (Aug. 9, 2017) 

(‘‘Notice’’). 

excess of the limits in section 12(d)(1) 

of the Act. 

APPLICANTS: Meeder Funds Trust (the 

‘‘Trust’’), a Massachusetts business trust 

registered under the Act as an open-end 

investment company with multiple 

series; Meeder Asset Management, Inc., 

an Ohio corporation registered as an 

investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Adviser,’’), and Adviser Dealer 

Services, Inc. (the ‘‘Distributor’’), an 

Ohio corporation registered as a brokerdealer under the Securities Exchange 

Act of 1934 (‘‘Exchange Act’’). 

FILING DATES: The application was filed 

on May 16, 2017 and amended on 

September 15, 2017. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on December 4, 2017 and 

should be accompanied by proof of 

service on the applicants, in the form of 

an affidavit, or, for lawyers, a certificate 

of service. Pursuant to Rule 0–5 under 

the Act, hearing requests should state 

the nature of the writer’s interest, any 

facts bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants: Michael Wible, Thompson 

Hine LLP, 41 South High Street, Suite 

1700, Columbus, Ohio 43215. 

FOR FURTHER INFORMATION CONTACT: 

James D. McGinnis, Senior Counsel, at 

(202) 551–3025, or Parisa Haghshenas, 

Branch Chief, at (202) 551–6723 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

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

calling (202) 551–8090. 

Summary of the Application 

1. Applicants request an order to 

permit (a) registered open-end 

management investment companies (the 

‘‘Investing Funds’’) that are not part of 

the same ‘‘group of investment 

companies,’’ as defined in section 

12(d)(1)(G)(ii) of the Act, as the Trust, to 

acquire shares in series of the Trust (the 

‘‘Funds’’) 1 in excess of the limits in 

section 12(d)(1)(A) of the Act 2 and (b) 

the Funds, any principal underwriter for 

a Fund, and any broker or dealer 

registered under the Exchange Act (a 

‘‘Broker’’) to sell shares of the Funds to 

the Investing Funds in excess of the 

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

Applicants also request an order under 

sections 6(c) and 17(b) of the Act to 

exempt applicants from section 17(a) to 

the extent necessary to permit a Fund to 

sell its shares to, and redeem its shares 

from, an Investing Fund. 

2. Applicants agree that any order 

granting the requested relief will be 

subject to the terms and conditions 

stated in the Application. Such terms 

and conditions are designed to, among 

other things, help prevent any potential 

(i) undue influence over a Fund through 

control or in connection with certain 

services, transactions, and 

underwritings; (ii) excessive layering of 

fees; and (iii) overly complex fund 

structures, which are the concerns 

underlying the limits in sections 

12(d)(1)(A) and (B) of the Act. 

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

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities, or transactions, from 

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

exemption is consistent with the public 

interest and the protection of investors. 

Section 17(b) of the Act authorizes the 

Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

Section 6(c) of the Act permits the 

Commission to exempt any persons or 

transactions from any provision of the 

Act if such exemption is necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–24628 Filed 11–13–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–82028; File No. SR–NYSE– 

2017–36] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change To Adopt New 

Equity Trading Rules To trade 

Securities Pursuant to Unlisted 

Trading Privileges, Including Orders 

and Modifiers, Order Ranking and 

Display, and Order Execution and 

Routing on Pillar, the Exchange’s New 

Trading Technology Platform 

November 7, 2017. 

I. Introduction 

On July 28, 2017, New York Stock 

Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to adopt new equity trading 

rules to allow the Exchange to trade 

securities pursuant to unlisted trading 

privileges (‘‘UTP Securities’’) 3 on Pillar, 

the Exchange’s new trading technology 

platform. The proposed rule change was 

published for comment in the Federal 

Register on August 9, 2017.4 On 

September 18, 2017, the Commission 

designated a longer period within which 

to approve the proposed rule change, 

disapprove the proposed rule change, or 

institute proceedings to determine 

whether the proposed rule change 


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