Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 3, To List and Trade Shares of the Natixis Seeyond International Minimum Volatility ETF Under NYSE Arca Equities Rule 8.600, 59002-59004 [2016-20454]

Download as PDF 59002 Federal Register / Vol. 81, No. 166 / Friday, August 26, 2016 / Notices Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File No. SR– NYSEMKT–2016–63 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. mstockstill on DSK3G9T082PROD with NOTICES All submissions should refer to File No. SR–NYSEMKT–2016–63. 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 (https://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; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File No. SR–NYSEMKT– 2016–63, and should be submitted on or before September 16, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.46 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–20456 Filed 8–25–16; 8:45 am] BILLING CODE 8011–01–P 46 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 21:17 Aug 25, 2016 Jkt 238001 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–78627; File No. SR– NYSEArca–2016–67] Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 3, To List and Trade Shares of the Natixis Seeyond International Minimum Volatility ETF Under NYSE Arca Equities Rule 8.600 August 22, 2016. On May 5, 2016, NYSE Arca, Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) 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 list and trade shares (‘‘Shares’’) of the Natixis Seeyond International Minimum Volatility ETF (‘‘Fund’’) under NYSE Arca Equities Rule 8.600. The proposed rule change was published for comment in the Federal Register on May 25, 2016.3 On June 13, 2016, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and superseded the proposed rule change as originally filed.4 On June 22, 2016, the Exchange filed Amendment No. 2 to the proposed rule change.5 On July 1, 2016, the Exchange filed Amendment No. 3 to the proposed rule change, which replaced and superseded the proposed rule change as modified by Amendments No. 1 and No. 2.6 The Commission has received no comments on the proposed rule change. On June 30, 2016, pursuant to section 19(b)(2) of the Act,7 the Commission designated a longer period within which to approve the proposed rule change, 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 77861 (May 19, 2016), 81 FR 33291. 4 In Amendment No. 1, the Exchange: (1) Narrows the universe of investments that may be held by the Fund; (2) discusses the types of corporate bonds of foreign issuers that the Fund would ordinarily hold; (3) clarifies potentially ambiguous language in the filing. 5 In Amendment No. 2, the Exchange proposes standards for the corporate bonds of foreign issuers that may be held by the Fund and clarifies how spot foreign currency transactions would be priced for purposes of calculating the net asset value (‘‘NAV’’) of the Fund. 6 In Amendment No. 3, the Exchange revises the standards for the Fund’s investment in non-U.S. equity securities. Amendments No. 1, No. 2, and No. 3 are available at: https://www.sec.gov/ comments/sr-nysearca-2016–67/ nysearca201667.shtml. 7 15 U.S.C. 78s(b)(2). 2 17 PO 00000 Frm 00101 Fmt 4703 Sfmt 4703 disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.8 The Commission has not received any comments on the proposal, as modified by Amendment No. 3. This order institutes proceedings under section 19(b)(2)(B) of the Act 9 to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 3. I. The Exchange’s Description of Proposal 10 The Exchange proposes to list and trade the Shares under NYSE Arca Equities Rule 8.600, which governs the listing and trading of Managed Fund Shares. The Shares will be offered by the Trust, which is registered with the Commission as an open-end management investment company. NGAM Advisors, L.P. will serve as the investment adviser and administrator to the Fund (‘‘Adviser’’). Natixis Asset Management U.S., LLC will serve as the Fund’s sub-adviser (‘‘Sub-Adviser’’). State Street Bank and Trust Company will serve as custodian and transfer agent for the Fund. Principal Investments The Exchange states that, under normal circumstances,11 the Fund will invest primarily in non-U.S. equity securities, which are common stocks and ‘‘Depositary Receipts.’’ 12 The Fund 8 See Securities Exchange Act Release No. 78204, 81 FR 44393 (July 7, 2016). The Commission designated a longer period within which to take action on the proposed rule change and designated August 23, 2016, as the date by which it should approve, disapprove, or institute proceedings to determine whether to disapprove the proposed rule change. 9 15 U.S.C. 78s(b)(2)(B). 10 The Commission notes that additional information regarding Natixis ETF Trust (‘‘Trust’’), the Fund, its investments, and the Shares, including investment strategies, risks, creation and redemption procedures, fees, portfolio holdings disclosure policies, calculation of NAV, distributions, and taxes, among other things, can be found in Amendment No. 3, supra note 6, and the initial registration statement filed with the Commission on March 14, 2016 on Form N–1A under the Securities Act of 1933 (15 U.S.C. 77a) and under the Investment Company Act of 1940 (15 U.S.C. 80a–1) relating to the Fund (File Nos. 333– 210156 and 811–23146) (File Nos. 333–210156 and 811–23146) (‘‘Registration Statement’’), as applicable. 11 The term ‘‘under normal circumstances’’ includes, but is not limited to, the absence of extreme volatility or trading halts in the securities markets or the financial markets generally; circumstances under which the Fund’s investments are made for temporary defensive purposes; operational issues (e.g., systems failures) causing dissemination of inaccurate market information; or force majeure type events such as natural or manmade disaster, act of God, armed conflict, act of terrorism, riot or labor disruption, or any similar intervening circumstance. 12 Investments in common stock of foreign corporations may be in the form of American E:\FR\FM\26AUN1.SGM 26AUN1 Federal Register / Vol. 81, No. 166 / Friday, August 26, 2016 / Notices may invest in companies of any size and typically will invest in a number of different countries throughout the world. The Fund’s investments may include non-U.S. equity securities traded over-the-counter (‘‘OTC’’) as well as those traded on a U.S. or foreign securities exchange.13 mstockstill on DSK3G9T082PROD with NOTICES Other Investments The Exchange states that, while the Fund, under normal circumstances, will invest primarily (more than 50% of its assets) in non-U.S. equity securities, as described above, the Fund will invest its remaining assets in the securities and financial instruments described below (‘‘Non-Principal Investments’’). The Fund may invest in: certificates of deposit; time deposits, which are non-negotiable deposits maintained in a bank for a specified period of time up to seven days at a stated interest rate; and bankers’ acceptances, which are credit instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. The Fund also may purchase U.S. dollar-denominated obligations issued by foreign branches of domestic banks or foreign branches of foreign banks (‘‘Eurodollar’’ obligations) and domestic branches of foreign banks (‘‘Yankee dollar’’ obligations). The Fund may invest in the following U.S. government securities: U.S. Treasury Bills; U.S. Treasury Notes and Bonds; U.S. Treasury Floating Rate Notes; and Treasury Inflation-Protected Securities. The Fund may invest in other investment companies, including exchange-traded funds. The Fund may invest in U.S. or foreign exchangetraded real estate investment trusts (‘‘REITs’’). The Fund may invest in preferred stock traded on a U.S. or foreign exchange or OTC. The Fund may invest in the following foreign debt securities, all or a portion Depositary Receipts (‘‘ADRs’’) and Global Depositary Receipts (collectively ‘‘Depositary Receipts’’). Not more than 10% of the Fund’s assets will be invested in non-exchange-listed ADRs. 13 Non-U.S. equity securities in the Fund’s portfolio will meet the following criteria on a continual basis: (1) Non-U.S. equity securities each shall have a minimum market value of at least $100 million; (2) non-U.S. equity securities each shall have a minimum global monthly trading volume of 250,000 shares, or minimum global notional volume traded per month of $25,000,000, averaged over the last six months; (3) the most heavily weighted nonU.S. equity security shall not exceed 25% of the weight of the Fund’s entire portfolio, and, to the extent applicable, the five most heavily weighted non-U.S. equity securities shall not exceed 60% of the weight of the Fund’s entire portfolio; and (4) each non-U.S. equity security shall be listed and traded on an exchange that has last-sale reporting. See Amendment No. 3, supra note 6, at 6, n.8. VerDate Sep<11>2014 21:17 Aug 25, 2016 Jkt 238001 of which may be non-U.S. dollardenominated: (1) Debt obligations issued or guaranteed by non-U.S. national, provincial, state, municipal or other governments or by their agencies or instrumentalities, including ‘‘Brady Bonds’’; (ii) debt obligations of supranational entities; (iii) debt obligations of the U.S. government issued in non-dollar securities; (iv) debt obligations and other fixed-income securities of foreign corporate issuers; 14 and (v) non-U.S. dollar-denominated securities of U.S. corporate issuers. The Fund may engage in foreign currency transactions for both hedging and investment purposes. To protect against a change in the foreign currency exchange rate between the date on which the Fund contracts to purchase or sell a security and the settlement date for the purchase or sale, to gain exposure to one or more foreign currencies or to ‘‘lock in’’ the equivalent of a dividend or interest payment in another currency, the Fund might purchase or sell a foreign currency on a spot (i.e., cash) basis at the prevailing spot rate. The Fund may enter into repurchase agreements. The Fund may invest in money market instruments. Money market instruments are high-quality, short-term securities. The Fund may invest in U.S. equity securities (other than Depositary Receipts) that are traded on a U.S. exchange or OTC. II. Proceedings To Determine Whether To Approve or Disapprove SR– NYSEArca–2016–67 and Grounds for Disapproval Under Consideration The Commission is instituting proceedings pursuant to section 19(b)(2)(B) of the Act 15 to determine whether the proposed rule change, as modified by Amendment No. 3, should be approved or disapproved. Institution of such proceedings is appropriate at this time in view of the legal and policy issues raised by the proposed rule change, as modified by Amendment No. 3. Institution of proceedings does not indicate that the Commission has reached any conclusions with respect to any of the issues involved. Rather, as described below, the Commission seeks and encourages interested persons to provide comments on the proposed rule 14 Under normal circumstances, the Fund will invest in corporate bond issuances that have at least $100,000,000 par amount outstanding in developed countries and at least $200,000,000 par amount outstanding in emerging market countries. See Amendment No. 3, supra note 6, at 11. 15 15 U.S.C. 78s(b)(2)(B). PO 00000 Frm 00102 Fmt 4703 Sfmt 4703 59003 change, as modified by Amendment No. 3. Pursuant to section 19(b)(2)(B) of the Act,16 the Commission is providing notice of the grounds for disapproval under consideration. The Commission is instituting proceedings to allow for additional analysis of the proposed rule change’s consistency with section 6(b)(5) of the Act, which requires, among other things, that the rules of a national securities exchange be ‘‘designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade,’’ and ‘‘to protect investors and the public interest.’’ 17 III. Procedure: Request for Written Comments The Commission requests that interested persons provide written submissions of their views, data, and arguments with respect to the issues identified above, as well as any other concerns they may have with the proposal. In particular, the Commission invites the written views of interested persons concerning whether the proposal is consistent with section 6(b)(5) or any other provision of the Act, or the rules and regulations thereunder. Although there do not appear to be any issues relevant to approval or disapproval that would be facilitated by an oral presentation of views, data, and arguments, the Commission will consider, pursuant to Rule 19b–4, any request for an opportunity to make an oral presentation.18 Interested persons are invited to submit written data, views, and arguments regarding whether the proposal should be approved or disapproved by September 16, 2016. Any person who wishes to file a rebuttal to any other person’s submission must file that rebuttal by September 30, 2016. The Commission asks that commenters address the sufficiency of the Exchange’s statements in support of the proposal, which are set forth in the Notice,19 in addition to any other comments they may wish to submit about the proposed rule change, as modified by Amendment No. 3. In 16 Id. 17 15 U.S.C. 78f(b)(5). 19(b)(2) of the Act, as amended by the Securities Act Amendments of 1975, Pub. L. 94–29 (June 4, 1975), grants the Commission flexibility to determine what type of proceeding—either oral or notice and opportunity for written comments—is appropriate for consideration of a particular proposal by a self-regulatory organization. See Securities Act Amendments of 1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975). 19 See Notice, supra note 3. 18 Section E:\FR\FM\26AUN1.SGM 26AUN1 59004 Federal Register / Vol. 81, No. 166 / Friday, August 26, 2016 / Notices particular, the Commission seeks comment on the following: 1. In general, do commenters believe that the proposal is consistent with the requirements of section 6(b)(5) of the Act, which requires that the rules of a national securities exchange be designed, among other things, 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? 2. What are commenters’ views regarding the lack of quantitative requirements proposed with respect to certain Non-Principal Investments (e.g., U.S. equity securities other than Depositary Receipts, preferred stock, and foreign REITs), which may constitute up to 50% of the Fund’s portfolio? Is the proposal adequate, with respect to Non-Principal Investments, to ensure that the price of the Shares is not susceptible to manipulation? 3. What are commenters’ views regarding whether the proposal is adequate, with respect to Non-Principal Investments, to ensure adequate pricing transparency for assets held in the Fund’s portfolio? Comments may be submitted by any of the following methods: available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of these filings also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR– NYSEArca–2016–67 and should be submitted on or before September 16, 2016. Rebuttal comments should be submitted by September 30, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.20 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–20454 Filed 8–25–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–78628; File No. SR– NYSEArca–2016–89] mstockstill on DSK3G9T082PROD with NOTICES Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSEArca–2016–67 on the subject line. Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Amending the Colocation Services Offered by the Exchange To Add Certain Access and Connectivity Fees Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Numbers SR–NYSEArca–2016–67. 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 (https://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 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 August 16, 2016, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the selfregulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. VerDate Sep<11>2014 21:17 Aug 25, 2016 Jkt 238001 August 22, 2016. I. Self-Regulatory Organization’s Statement of the Terms of the Substance of the Proposed Rule Change The Exchange proposes to amend the co-location services offered by the Exchange as follows: (1) To provide 20 17 CFR 200.30–3(a)(57). U.S.C.78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 additional information regarding the access to trading and execution services and connectivity to data provided to Users with local area networks available in the data center; and (2) to establish fees relating to User’s access to trading and execution services; connectivity to data feeds and to testing and certification feeds; access to clearing; and other services. In addition, this proposed rule change reflects changes to the NYSE Arca Options Fee Schedule (the ‘‘Options Fee Schedule’’) and, through its wholly owned subsidiary NYSE Arca Equities, Inc. (‘‘NYSE Arca Equities’’), the NYSE Arca Equities Schedule of Fees and Charges for Exchange Services (the ‘‘Equities Fee Schedule’’ and, together with the Options Fee Schedule, the ‘‘Fee Schedules’’) related to these co-location services. 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 Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the co-location 4 services offered by the Exchange as follows: (1) To provide additional information regarding the access to trading and execution services and connectivity to data provided to Users 5 with local area networks 4 The Exchange initially filed rule changes relating to its co-location services with the Securities and Exchange Commission (‘‘Commission’’) in 2010. See Securities Exchange Act Release No. 63275 (November 8, 2010), 75 FR 70048 (November 16, 2010) (SR–NYSEArca–2010– 100) (the ‘‘Original Co-location Filing’’). The Exchange operates a data center in Mahwah, New Jersey (the ‘‘data center’’) from which it provides co-location services to Users. 5 For purposes of the Exchange’s co-location services, a ‘‘User’’ means any market participant that requests to receive co-location services directly from the Exchange. See Securities Exchange Act E:\FR\FM\26AUN1.SGM 26AUN1

Agencies

[Federal Register Volume 81, Number 166 (Friday, August 26, 2016)]
[Notices]
[Pages 59002-59004]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-20454]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78627; File No. SR-NYSEArca-2016-67]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting 
Proceedings To Determine Whether To Approve or Disapprove a Proposed 
Rule Change, as Modified by Amendment No. 3, To List and Trade Shares 
of the Natixis Seeyond International Minimum Volatility ETF Under NYSE 
Arca Equities Rule 8.600

August 22, 2016.
    On May 5, 2016, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'') 
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 
list and trade shares (``Shares'') of the Natixis Seeyond International 
Minimum Volatility ETF (``Fund'') under NYSE Arca Equities Rule 8.600. 
The proposed rule change was published for comment in the Federal 
Register on May 25, 2016.\3\ On June 13, 2016, the Exchange filed 
Amendment No. 1 to the proposed rule change, which replaced and 
superseded the proposed rule change as originally filed.\4\ On June 22, 
2016, the Exchange filed Amendment No. 2 to the proposed rule 
change.\5\ On July 1, 2016, the Exchange filed Amendment No. 3 to the 
proposed rule change, which replaced and superseded the proposed rule 
change as modified by Amendments No. 1 and No. 2.\6\ The Commission has 
received no comments on the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 77861 (May 19, 
2016), 81 FR 33291.
    \4\ In Amendment No. 1, the Exchange: (1) Narrows the universe 
of investments that may be held by the Fund; (2) discusses the types 
of corporate bonds of foreign issuers that the Fund would ordinarily 
hold; (3) clarifies potentially ambiguous language in the filing.
    \5\ In Amendment No. 2, the Exchange proposes standards for the 
corporate bonds of foreign issuers that may be held by the Fund and 
clarifies how spot foreign currency transactions would be priced for 
purposes of calculating the net asset value (``NAV'') of the Fund.
    \6\ In Amendment No. 3, the Exchange revises the standards for 
the Fund's investment in non-U.S. equity securities. Amendments No. 
1, No. 2, and No. 3 are available at: https://www.sec.gov/comments/sr-nysearca-2016-67/nysearca201667.shtml.
---------------------------------------------------------------------------

    On June 30, 2016, pursuant to section 19(b)(2) of the Act,\7\ 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 to disapprove the proposed rule 
change.\8\ The Commission has not received any comments on the 
proposal, as modified by Amendment No. 3.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(2).
    \8\ See Securities Exchange Act Release No. 78204, 81 FR 44393 
(July 7, 2016). The Commission designated a longer period within 
which to take action on the proposed rule change and designated 
August 23, 2016, as the date by which it should approve, disapprove, 
or institute proceedings to determine whether to disapprove the 
proposed rule change.
---------------------------------------------------------------------------

    This order institutes proceedings under section 19(b)(2)(B) of the 
Act \9\ to determine whether to approve or disapprove the proposed rule 
change, as modified by Amendment No. 3.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

I. The Exchange's Description of Proposal \10\
---------------------------------------------------------------------------

    \10\ The Commission notes that additional information regarding 
Natixis ETF Trust (``Trust''), the Fund, its investments, and the 
Shares, including investment strategies, risks, creation and 
redemption procedures, fees, portfolio holdings disclosure policies, 
calculation of NAV, distributions, and taxes, among other things, 
can be found in Amendment No. 3, supra note 6, and the initial 
registration statement filed with the Commission on March 14, 2016 
on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a) and 
under the Investment Company Act of 1940 (15 U.S.C. 80a-1) relating 
to the Fund (File Nos. 333-210156 and 811-23146) (File Nos. 333-
210156 and 811-23146) (``Registration Statement''), as applicable.
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    The Exchange proposes to list and trade the Shares under NYSE Arca 
Equities Rule 8.600, which governs the listing and trading of Managed 
Fund Shares. The Shares will be offered by the Trust, which is 
registered with the Commission as an open-end management investment 
company. NGAM Advisors, L.P. will serve as the investment adviser and 
administrator to the Fund (``Adviser''). Natixis Asset Management U.S., 
LLC will serve as the Fund's sub-adviser (``Sub-Adviser''). State 
Street Bank and Trust Company will serve as custodian and transfer 
agent for the Fund.

Principal Investments

    The Exchange states that, under normal circumstances,\11\ the Fund 
will invest primarily in non-U.S. equity securities, which are common 
stocks and ``Depositary Receipts.'' \12\ The Fund

[[Page 59003]]

may invest in companies of any size and typically will invest in a 
number of different countries throughout the world. The Fund's 
investments may include non-U.S. equity securities traded over-the-
counter (``OTC'') as well as those traded on a U.S. or foreign 
securities exchange.\13\
---------------------------------------------------------------------------

    \11\ The term ``under normal circumstances'' includes, but is 
not limited to, the absence of extreme volatility or trading halts 
in the securities markets or the financial markets generally; 
circumstances under which the Fund's investments are made for 
temporary defensive purposes; operational issues (e.g., systems 
failures) causing dissemination of inaccurate market information; or 
force majeure type events such as natural or man-made disaster, act 
of God, armed conflict, act of terrorism, riot or labor disruption, 
or any similar intervening circumstance.
    \12\ Investments in common stock of foreign corporations may be 
in the form of American Depositary Receipts (``ADRs'') and Global 
Depositary Receipts (collectively ``Depositary Receipts''). Not more 
than 10% of the Fund's assets will be invested in non-exchange-
listed ADRs.
    \13\ Non-U.S. equity securities in the Fund's portfolio will 
meet the following criteria on a continual basis: (1) Non-U.S. 
equity securities each shall have a minimum market value of at least 
$100 million; (2) non-U.S. equity securities each shall have a 
minimum global monthly trading volume of 250,000 shares, or minimum 
global notional volume traded per month of $25,000,000, averaged 
over the last six months; (3) the most heavily weighted non-U.S. 
equity security shall not exceed 25% of the weight of the Fund's 
entire portfolio, and, to the extent applicable, the five most 
heavily weighted non-U.S. equity securities shall not exceed 60% of 
the weight of the Fund's entire portfolio; and (4) each non-U.S. 
equity security shall be listed and traded on an exchange that has 
last-sale reporting. See Amendment No. 3, supra note 6, at 6, n.8.
---------------------------------------------------------------------------

Other Investments

    The Exchange states that, while the Fund, under normal 
circumstances, will invest primarily (more than 50% of its assets) in 
non-U.S. equity securities, as described above, the Fund will invest 
its remaining assets in the securities and financial instruments 
described below (``Non-Principal Investments'').
    The Fund may invest in: certificates of deposit; time deposits, 
which are non-negotiable deposits maintained in a bank for a specified 
period of time up to seven days at a stated interest rate; and bankers' 
acceptances, which are credit instruments evidencing the obligation of 
a bank to pay a draft drawn on it by a customer.
    The Fund also may purchase U.S. dollar-denominated obligations 
issued by foreign branches of domestic banks or foreign branches of 
foreign banks (``Eurodollar'' obligations) and domestic branches of 
foreign banks (``Yankee dollar'' obligations).
    The Fund may invest in the following U.S. government securities: 
U.S. Treasury Bills; U.S. Treasury Notes and Bonds; U.S. Treasury 
Floating Rate Notes; and Treasury Inflation-Protected Securities.
    The Fund may invest in other investment companies, including 
exchange-traded funds. The Fund may invest in U.S. or foreign exchange-
traded real estate investment trusts (``REITs'').
    The Fund may invest in preferred stock traded on a U.S. or foreign 
exchange or OTC.
    The Fund may invest in the following foreign debt securities, all 
or a portion of which may be non-U.S. dollar-denominated: (1) Debt 
obligations issued or guaranteed by non-U.S. national, provincial, 
state, municipal or other governments or by their agencies or 
instrumentalities, including ``Brady Bonds''; (ii) debt obligations of 
supranational entities; (iii) debt obligations of the U.S. government 
issued in non-dollar securities; (iv) debt obligations and other fixed-
income securities of foreign corporate issuers; \14\ and (v) non-U.S. 
dollar-denominated securities of U.S. corporate issuers.
---------------------------------------------------------------------------

    \14\ Under normal circumstances, the Fund will invest in 
corporate bond issuances that have at least $100,000,000 par amount 
outstanding in developed countries and at least $200,000,000 par 
amount outstanding in emerging market countries. See Amendment No. 
3, supra note 6, at 11.
---------------------------------------------------------------------------

    The Fund may engage in foreign currency transactions for both 
hedging and investment purposes. To protect against a change in the 
foreign currency exchange rate between the date on which the Fund 
contracts to purchase or sell a security and the settlement date for 
the purchase or sale, to gain exposure to one or more foreign 
currencies or to ``lock in'' the equivalent of a dividend or interest 
payment in another currency, the Fund might purchase or sell a foreign 
currency on a spot (i.e., cash) basis at the prevailing spot rate.
    The Fund may enter into repurchase agreements.
    The Fund may invest in money market instruments. Money market 
instruments are high-quality, short-term securities.
    The Fund may invest in U.S. equity securities (other than 
Depositary Receipts) that are traded on a U.S. exchange or OTC.

II. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEArca-2016-67 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to section 
19(b)(2)(B) of the Act \15\ to determine whether the proposed rule 
change, as modified by Amendment No. 3, should be approved or 
disapproved. Institution of such proceedings is appropriate at this 
time in view of the legal and policy issues raised by the proposed rule 
change, as modified by Amendment No. 3. Institution of proceedings does 
not indicate that the Commission has reached any conclusions with 
respect to any of the issues involved. Rather, as described below, the 
Commission seeks and encourages interested persons to provide comments 
on the proposed rule change, as modified by Amendment No. 3.
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    \15\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to section 19(b)(2)(B) of the Act,\16\ the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis of the proposed rule change's consistency with section 6(b)(5) 
of the Act, which requires, among other things, that the rules of a 
national securities exchange be ``designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade,'' and ``to protect investors and the public 
interest.'' \17\
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    \16\ Id.
    \17\ 15 U.S.C. 78f(b)(5).
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III. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
issues identified above, as well as any other concerns they may have 
with the proposal. In particular, the Commission invites the written 
views of interested persons concerning whether the proposal is 
consistent with section 6(b)(5) or any other provision of the Act, or 
the rules and regulations thereunder. Although there do not appear to 
be any issues relevant to approval or disapproval that would be 
facilitated by an oral presentation of views, data, and arguments, the 
Commission will consider, pursuant to Rule 19b-4, any request for an 
opportunity to make an oral presentation.\18\
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    \18\ Section 19(b)(2) of the Act, as amended by the Securities 
Act Amendments of 1975, Pub. L. 94-29 (June 4, 1975), grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Act Amendments of 1975, Senate Comm. on 
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
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    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposal should be approved or 
disapproved by September 16, 2016. Any person who wishes to file a 
rebuttal to any other person's submission must file that rebuttal by 
September 30, 2016.
    The Commission asks that commenters address the sufficiency of the 
Exchange's statements in support of the proposal, which are set forth 
in the Notice,\19\ in addition to any other comments they may wish to 
submit about the proposed rule change, as modified by Amendment No. 3. 
In

[[Page 59004]]

particular, the Commission seeks comment on the following:
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    \19\ See Notice, supra note 3.
---------------------------------------------------------------------------

    1. In general, do commenters believe that the proposal is 
consistent with the requirements of section 6(b)(5) of the Act, which 
requires that the rules of a national securities exchange be designed, 
among other things, 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?
    2. What are commenters' views regarding the lack of quantitative 
requirements proposed with respect to certain Non-Principal Investments 
(e.g., U.S. equity securities other than Depositary Receipts, preferred 
stock, and foreign REITs), which may constitute up to 50% of the Fund's 
portfolio? Is the proposal adequate, with respect to Non-Principal 
Investments, to ensure that the price of the Shares is not susceptible 
to manipulation?
    3. What are commenters' views regarding whether the proposal is 
adequate, with respect to Non-Principal Investments, to ensure adequate 
pricing transparency for assets held in the Fund's portfolio?
    Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2016-67 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Numbers SR-NYSEArca-2016-67. 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 (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of these filings also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2016-67 and should 
be submitted on or before September 16, 2016. Rebuttal comments should 
be submitted by September 30, 2016.
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    \20\ 17 CFR 200.30-3(a)(57).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-20454 Filed 8-25-16; 8:45 am]
 BILLING CODE 8011-01-P
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