Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3 Thereto, To List and Trade Shares of the JPMorgan Diversified Event Driven ETF Under NYSE Arca Equities Rule 8.600, 70455-70460 [2016-24577]

Download as PDF Federal Register / Vol. 81, No. 197 / Wednesday, October 12, 2016 / Notices Exchange, or Rule 603, Obligations of Market Makers. The proposed rule change is designed to promote just and equitable principles of trade by better aligning the enforcement of a Market Maker’s obligations on the Exchange with the objective of the Rule which is to ensure that option classes on the Exchange are opened in a consistently timely fashion. Further, the proposed rule change will foster cooperation and coordination with persons engaged in regulating and facilitating transactions in securities as the proposed rule change articulates the specific conditions under which a Market Maker has met, or has failed to meet, a quoting obligation on the Exchange. 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 purposes of the Act. The proposed rule change is not designed to address any competitive issues. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. mstockstill on DSK3G9T082PROD with NOTICES III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days after the date of the filing, or such shorter time as the Commission may designate, it has become effective pursuant to 19(b)(3)(A) of the Act 20 and Rule 19b–4(f)(6) 21 thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings 20 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 21 17 VerDate Sep<11>2014 20:13 Oct 11, 2016 Jkt 241001 to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rulecomments@sec.gov. Please include File Number SR– MIAX–2016–35 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–MIAX–2016–35. 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 the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–MIAX– 2016–35 and should be submitted on or before November 2, 2016. Frm 00070 Fmt 4703 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.22 Brent J. Fields, Secretary. [FR Doc. 2016–24573 Filed 10–11–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–79052; File No. SR– NYSEArca–2016–82] Electronic Comments PO 00000 70455 Sfmt 4703 Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3 Thereto, To List and Trade Shares of the JPMorgan Diversified Event Driven ETF Under NYSE Arca Equities Rule 8.600 October 5, 2016. I. Introduction On June 20, 2016, NYSE Arca, Inc. (‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to list and trade shares of the JPMorgan Diversified Event Driven ETF under NYSE Arca Equities Rule 8.600. The proposed rule change was published for comment in the Federal Register on July 7, 2016.3 On August 18, 2016, the Exchange filed Amendment No. 1 to the proposed rule change,4 and, 22 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 78218 (Jul. 1, 2016), 81 FR 44339 (‘‘Notice’’). 4 In Amendment No. 1, which amended and replaced the proposed rule change in its entirety, the Exchange clarified: (a) certain aspects relating to the Fund’s investment strategy, including descriptions of (i) certain return factors that the Fund seeks to utilize to achieve its investment objective, (ii) the Fund’s total net long market exposure, (iii) the Fund’s use of derivative instruments and its market exposure to such instruments, and (iv) the Fund’s investments in mutual funds; (b) that the common stock into which convertible securities held by the Fund can be converted will be exchange-traded; (c) that the Fund may invest no more than 5% of its assets, in the aggregate, in over-the-counter (‘‘OTC’’) common stocks, preferred stocks, warrants, rights, and contingent value rights (‘‘CVRs’’) of U.S. and foreign corporations (including emerging market securities); (d) the redemption order submission cut-off time; (e) that no more than 10% of the net assets of the Fund will be invested in Depositary Receipts (as defined herein) that are not exchangelisted; and (f) the use of certain defined terms. Amendment No. 1 to the proposed rule change is 1 15 E:\FR\FM\12OCN1.SGM Continued 12OCN1 70456 Federal Register / Vol. 81, No. 197 / Wednesday, October 12, 2016 / Notices pursuant to Section 19(b)(2) of the Act,5 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.6 On September 1, 2016, the Exchange filed Amendment No. 2 to the proposed rule change.7 On September 2, 2016, the Exchange filed Amendment No. 3 to the proposed rule change.8 The Commission has received no comments on the proposal. 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 Nos. 1, 2, and 3 thereto. mstockstill on DSK3G9T082PROD with NOTICES II. Exchange’s Description of the Proposal The Exchange proposes to list and trade shares (‘‘Shares’’) of the JPMorgan Diversified Event Driven ETF (‘‘Fund’’) under NYSE Arca Equities Rule 8.600, which governs the listing and trading of available at: https://www.sec.gov/comments/srnysearca-2016-82/nysearca201682-1.pdf. Because Amendment No. 1 to the proposed rule change does not materially alter the substance of the proposed rule change or raise unique or novel regulatory issues, Amendment No. 1 is not subject to notice and comment. 5 15 U.S.C. 78s(b)(2). 6 See Securities Exchange Act Release No. 78610, 81 FR 57960 (Aug. 24, 2016). The Commission designated October 5, 2016 as the date by which the Commission shall either approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change. 7 In Amendment No. 2, which partially amended the proposed rule change, as modified by Amendment No. 1 thereto, the Exchange clarified (a) the Fund’s holdings in mutual fund shares as the only non-exchange-traded investment company securities the Fund may hold, and (b) that Depositary Receipts (as defined herein) are included as equity securities subject to the 10% limitation on equity securities whose principal market is not a member of the Intermarket Surveillance Group (‘‘ISG’’) or is a market with which the Exchange does not have a comprehensive surveillance sharing agreement. Amendment No. 2 to the proposed rule change is available at: https:// www.sec.gov/comments/sr-nysearca-2016-82/ nysearca201682-2.pdf. Because Amendment No. 2 to the proposed rule change does not materially alter the substance of the proposed rule change or raise unique or novel regulatory issues, Amendment No. 2 is not subject to notice and comment. 8 In Amendment No. 3, which partially amended the proposed rule change, as modified by Amendment Nos. 1 and 2 thereto, the Exchange (a) made conforming changes to the Statutory Basis section of the filing to reflect the same changes made by Amendment No. 2 to the proposed rule change, and (b) clarified a reference to the term ‘‘advisor’’ to mean ‘‘Adviser.’’ Amendment No. 3 to the proposed rule change is available at: https:// www.sec.gov/comments/sr-nysearca-2016-82/ nysearca201682-3.pdf. Because Amendment No. 3 to the proposed rule change does not materially alter the substance of the proposed rule change or raise unique or novel regulatory issues, Amendment No. 3 is not subject to notice and comment. 9 15 U.S.C. 78s(b)(2)(B). VerDate Sep<11>2014 20:13 Oct 11, 2016 Jkt 241001 Managed Fund Shares. The Fund is a series of J.P. Morgan Exchange-Traded Fund Trust (‘‘Trust’’), a Delaware statutory trust.10 J.P. Morgan Investment Management Inc. (‘‘Adviser’’) will be the investment adviser to the Fund. The Adviser is a wholly-owned subsidiary of JPMorgan Asset Management Holdings Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co., a bank holding company. The Adviser will also provide administrative services for, and will oversee the other service providers of, the Fund. SEI Investments Distribution Co. will be the distributor of the Fund’s Shares. The Fund will seek to provide longterm total return and will seek to achieve its investment objective by employing an event-driven investment strategy, primarily investing in companies that the Adviser believes will be impacted by pending or anticipated corporate or special situation events. In executing this investment strategy, the Fund will seek to capture the price difference between a security’s market price and the anticipated value post-event, based on the assumption that an event or catalyst will affect future pricing. It will do so based on its systematic investment process for securities selection. The Adviser believes it has identified (and will continue to identify) a set of sources of potential event-driven investment return that have a low correlation to each other and traditional markets and have distinct risk and return profiles (‘‘return factors’’). Under normal market conditions,11 the Fund will seek to achieve its investment objective by employing its investment strategy to access certain return factors. For example, the return factors that the Adviser may utilize 10 The Trust is registered under the Investment Company Act of 1940 (‘‘1940 Act’’). The Exchange states that, on April 22, 2016, the Trust filed with the Commission an amendment to its registration statement on Form N–1A under the Securities Act of 1933 (‘‘Securities Act’’) and the 1940 Act relating to the Fund (File Nos. 333–191837 and 811–22903) (‘‘Registration Statement’’). The Exchange also notes that an exemptive order (‘‘Exemptive Order’’) was issued on February 19, 2016 (IC Release No. 31990). The Exchange represents that investments made by the Fund will comply with the conditions set forth in the Exemptive Order. 11 The term ‘‘under normal market conditions’’ 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 failure) causing dissemination of inaccurate market information; or force majeure type events such as cyber-attacks, natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption, or any similar intervening circumstance. PO 00000 Frm 00071 Fmt 4703 Sfmt 4703 include, but are not limited to, the following: (1) Merger arbitrage—seeks to capitalize on price discrepancies and returns generated by a corporate transaction. The Fund may purchase the common stock of the company being acquired and may short the common stock of the acquirer in expectation of profiting from the price differential between the purchase price of the securities and the value received for the securities as a result of or in expectation of the consummation of the merger. (2) Activism tracking—invests in companies that are the target of activist investors. (3) Share buybacks—attempts to exploit the outperformance of a company engaged in a share buyback program. (4) Parents and spinoffs—attempts to capture positive performance of a parent company after the spinoff announcement; this typically leads to a revaluation of the company. (5) Index arbitrage—attempts to profit from the price changes of assets as they are added to or deleted from indices. (6) Post-reorganization equities— attempts to profit from the mispricing of companies as they emerge from bankruptcy. Each return factor represents a potential source of investment return that results from, among other things, assuming a particular risk or taking advantage of a market opportunity. Each return factor represents a potential source of investment return, and the Adviser allocates assets to a subset of return factors based on current investment opportunities. Under normal market conditions, the Fund will seek to achieve its investment objective by employing the event-driven strategy to access certain return factors. The Adviser believes that, in general, the Fund’s event-driven investment returns will be attributable to the individual contributions of the various return factors. By employing this return factor based approach, the Fund will seek to provide positive total returns over time while maintaining a relatively low correlation with traditional markets. The exposure to individual return factors may vary based on the market opportunity of the individual return factors. Additional return factors may be identified over time. The Fund will invest its assets globally to gain exposure to equity securities (across market capitalizations) in developed markets. The Fund may use both long and short positions (achieved primarily through the use of derivative instruments as described below). The Fund generally will E:\FR\FM\12OCN1.SGM 12OCN1 mstockstill on DSK3G9T082PROD with NOTICES Federal Register / Vol. 81, No. 197 / Wednesday, October 12, 2016 / Notices maintain a total net long market exposure, meaning that the Fund’s aggregate exposure will be greater to instruments that the Adviser expects to outperform. However, the Fund may have net long or net short exposure to one or more industry sectors, individual markets, and/or currencies based on the return factors. The Adviser will make use of derivatives (as described below), in implementing its strategies. Under normal market conditions, the Adviser currently expects that a significant portion of the Fund’s exposure will be attained through the use of derivatives in addition to its exposure through direct investments. Derivatives will primarily be used as an efficient means of implementing a particular strategy in order to gain exposure to a desired return factor. For example, the Fund may use a total return swap to establish both long and short positions in order to gain the desired exposure rather than physically purchasing and selling short each instrument. Derivatives may also be used to increase gain, to effectively gain targeted exposure from its cash positions, to hedge various investments, and/or for risk management. As a result of the Fund’s use of derivatives and to serve as collateral, the Fund may hold significant amounts of U.S. Treasury obligations, including Treasury bills, bonds and notes and other obligations issued or guaranteed by the U.S. Treasury, other short-term investments, including money market funds and foreign currencies, in which certain derivatives are denominated. The amount that may be invested in any one instrument will vary and generally depend on the return factors employed by the Adviser at that time. However, with the exception of specified investment limitations for certain assets described below, there are no stated percentage limitations on the amount that can be invested in any one type of instrument, and the Adviser may, at times, focus on a smaller number of instruments. Moreover, the Fund will generally be unconstrained by any particular capitalization, style or sector and may invest in any developed region or country. The Fund may have both long and short exposure to these instruments. The Adviser will make use of quantitative models and information and data supplied by third parties to, among other things, help determine the portfolio’s weightings among various investments and construct sets of transactions and investments. The Fund will purchase a particular instrument when the Adviser believes that such instrument will allow the Fund to gain the desired exposure to a VerDate Sep<11>2014 20:13 Oct 11, 2016 Jkt 241001 return factor. Conversely, the Fund will consider selling a particular instrument when it no longer provides the desired exposure to a return factor. In addition, investment decisions will take into account a return factor’s contribution to the Fund’s overall volatility. In addition to its main return factors, the Fund may utilize return factors that use debt securities. The Fund may invest, either directly or through financial derivative instruments, debt securities that are subject to a downgrade from investment grade to non-investment grade (also known as high yield/junk bond) status. For example, the Fund may invest in the bonds that have been downgraded while hedging credit risk more broadly by using credit default swaps indices in order to attempt to keep the Fund’s exposure market neutral. A. Exchange’s Description of the Fund’s Principal Investments Under normal market conditions, the Fund will invest principally (i.e., more than 50% of the Fund’s assets) in the securities and financial instruments described below, which may be represented by derivatives, as discussed below. The Fund may invest in exchangelisted and traded common stocks, preferred stocks,12 warrants and rights 13 of U.S. and foreign corporations (including emerging market securities), and U.S. and non-U.S. real estate investment trusts (‘‘REITs’’).14 Exchange-listed and traded common stocks, preferred stocks, warrants and rights of U.S. corporations, and U.S. REITs will be traded on U.S. national securities exchanges. The Fund may invest in exchangelisted and OTC ‘‘Depositary Receipts’’ 15 as described below. 12 Preferred stock is a class of stock that generally pays a dividend at a specified rate and has preference over common stock in the payment of dividends and in liquidation (U.S. and non-U.S., including emerging markets). 13 Rights are securities, typically issued with preferred stock or bonds, that give the holder the right to buy a proportionate amount of common stock at a specified price (U.S. and non-U.S., including emerging markets). 14 REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans or interest. 15 Depositary Receipts include American Depositary Receipts (‘‘ADRs’’), Global Depositary Receipts (‘‘GDRs’’) and European Depositary Receipts (‘‘EDRs’’). ADRs are receipts typically issued by an American bank or trust company that evidence ownership of underlying securities issued by a foreign corporation. EDRs are receipts issued by a European bank or trust company evidencing ownership of securities issued by a foreign corporation. GDRs are receipts issued throughout the world that evidence a similar arrangement. ADRs, EDRs and GDRs may trade in foreign PO 00000 Frm 00072 Fmt 4703 Sfmt 4703 70457 The Fund may invest in the following cash and cash equivalents: investments in money market funds (for which the Adviser and/or its affiliates serve as investment adviser or administrator), bank obligations,16 commercial paper,17 repurchase agreements, and short-term funding agreements.18 The Fund may invest in corporate debt.19 In addition to money market funds referenced above, the Fund may invest in shares of non-exchange-traded investment company securities, that is, mutual fund shares, including mutual fund shares for which the Adviser and/ or its affiliates may serve as investment adviser or administrator, to the extent permitted by Section 12(d)(1) 20 of the 1940 Act and the rules thereunder. In addition, the Fund may invest in exchange traded funds (‘‘ETFs’’),21 purchase and sell futures contracts on indexes of securities, invest in swaps (credit default swaps (‘‘CDSs’’), CDS indices, and total return swaps on equity securities, equity indexes, fixed income securities, and fixed income futures), invest in forward and spot currencies that differ from the currency the underlying security for each ADR, EDR or GDR principally trades in. Generally, ADRs, in registered form, are designed for use in the U.S. securities markets. EDRs, in registered form, are used to access European markets. GDRs, in registered form, are tradable both in the United States and in Europe and are designed for use throughout the world. No more than 10% of the net assets of the Fund will be invested in Depositary Receipts that are not exchange-listed. 16 Bank obligations include the following: bankers’ acceptances, certificates of deposit, and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit are negotiable certificates issued by a bank for a specified period of time and earning a specified return. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. 17 Commercial paper consists of secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months. 18 Short-term funding agreements are agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts and Bank Investment Contracts. 19 The Adviser expects that, under normal market conditions, the Fund will invest at least 75% of its corporate debt securities in issuances that have at least $100,000,000 par amount outstanding in developed countries, or at least $200,000,000 par amount outstanding in emerging market countries. 20 15 U.S.C. 80a–12(d)(1). 21 The ETFs in which the Fund may invest will be registered under the 1940 Act and include Investment Company Units (as described in NYSE Arca Equities Rule 5.2(j)(3)); Portfolio Depositary Receipts (as described in NYSE Arca Equities Rule 8.100); and Managed Fund Shares (as described in NYSE Arca Equities Rule 8.600). Such ETFs all will be listed and traded in the U.S. on registered exchanges. While the Fund may invest in inverse ETFs, the Fund will not invest in leveraged or inverse leveraged (e.g., 2X, –2X, 3X, or –3X) ETFs. E:\FR\FM\12OCN1.SGM 12OCN1 70458 Federal Register / Vol. 81, No. 197 / Wednesday, October 12, 2016 / Notices currency transactions 22 (such investments consist of non-deliverable forwards (‘‘NDFs’’), foreign forward currency contracts, and spot currency transactions), and invest in OTC and exchange-traded call and put options on equities, fixed income securities, and currencies or options on indexes of equities, fixed income securities, and currencies. The Fund may invest in U.S. Government obligations, which may include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities and Coupons Under Book Entry Safekeeping. mstockstill on DSK3G9T082PROD with NOTICES B. Exchange’s Description of the Fund’s Other Investments While the Fund, under normal market conditions, will invest at least fifty percent (50%) of its assets in the securities and financial instruments described above, the Fund may invest its remaining assets in other assets and financial instruments, as described below. The Fund may invest in U.S. and nonU.S. convertible securities, which are bonds or preferred stock that can convert to common stock. The common stock into which convertible securities can be converted will be exchangetraded. The Fund may invest in reverse repurchase agreements. The Fund may invest in sovereign obligations, which are investments in debt obligations issued or guaranteed by a foreign sovereign government or its agencies, authorities, or political subdivisions. The Fund may invest no more than 5% of its assets in equity and debt securities that are restricted securities (Rule 144A securities), in addition to Rule 144A securities deemed illiquid by the Adviser, as referenced below. Under normal market conditions, the Fund may invest no more than 5% of its assets, in the aggregate, in OTC common stocks, preferred stocks, warrants, 22 The Fund will limit its investments in currencies to those currencies with a minimum average daily foreign exchange turnover of USD $1 billion as determined by the Bank for International Settlements (‘‘BIS’’) Triennial Central Bank Survey. As of the most recent BIS Triennial Central Bank Survey, at least 52 separate currencies had minimum average daily foreign exchange turnover of USD $1 billion. For a list of eligible BIS currencies, see www.bis.org. VerDate Sep<11>2014 20:13 Oct 11, 2016 Jkt 241001 rights, and CVRs of U.S. and foreign corporations (including emerging market securities). C. Exchange’s Description of the Fund’s Investment Restrictions The Fund may hold up to an aggregate amount of 15% of its net assets in illiquid assets (calculated at the time of investment), including Rule 144A securities deemed illiquid by the Adviser, consistent with Commission guidance. The Fund will monitor its portfolio liquidity on an ongoing basis to determine whether, in light of current circumstances, an adequate level of liquidity is being maintained, and will consider taking appropriate steps in order to maintain adequate liquidity if, through a change in values, net assets, or other circumstances, more than 15% of the Fund’s net assets are held in illiquid assets. Illiquid assets include securities subject to contractual or other restrictions on resale and other instruments that lack readily available markets as determined in accordance with Commission staff guidance. The Fund may invest in other investment companies to the extent permitted by Section 12(d)(1) of the 1940 Act and rules thereunder and/or any applicable exemption or exemptive order under the 1940 Act with respect to such investments. The Fund may invest in securities denominated in U.S. dollars, major reserve currencies, and currencies of other countries in which the Fund may invest. The Fund may invest in both investment grade and high yield debt securities. The Fund intends to qualify for and to elect treatment as a separate regulated investment company under Subchapter M of the Internal Revenue Code. Furthermore, the Fund may not concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules or regulations thereunder, or any exemption therefrom, as such statute, rules, or regulations may be amended or interpreted from time to time.23 The Fund is a diversified series of the Trust. The Fund intends to meet the diversification requirements of the 1940 Act. The Fund’s investments, including derivatives, will be consistent with the Fund’s investment objective and will 23 The Registration Statement states that, for purposes of the Fund’s fundamental investment policy regarding industry concentration, ‘‘to concentrate’’ generally means to invest more than 25% of the Fund’s total assets, taken at market value at the time of investment. PO 00000 Frm 00073 Fmt 4703 Sfmt 4703 not be used to enhance leverage (although certain derivatives may result in leverage). That is, while the Fund will be permitted to borrow as permitted under the 1940 Act, the Fund’s investments will not be used to seek performance that is the multiple or inverse multiple (i.e., 2Xs and 3Xs) of the Fund’s primary broad-based securities benchmark index (as defined in Form N–1A).24 D. Exchange’s Description of the Fund’s Use of Derivatives The Fund proposes to seek certain exposures through transactions in the specific derivative instruments described above. The derivatives to be used are futures, swaps, NDFs, foreign forward currency contracts, and call and put options. Derivatives, which are instruments that have a value based on another instrument, exchange rate, or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use these derivative instruments to increase gain, to effectively gain targeted exposure from its cash positions, to hedge various investments, and/or for risk management. Investments in derivative instruments will be made in accordance with the 1940 Act and consistent with the Fund’s investment objective and policies. To limit the potential risk associated with such transactions, the Fund will segregate or ‘‘earmark’’ assets determined to be liquid by the Adviser in accordance with procedures established by the Trust’s Board of Trustees and in accordance with the 1940 Act (or, as permitted by applicable regulation, enter into certain offsetting positions) to cover its obligations under derivative instruments. These procedures have been adopted consistent with Section 18 of the 1940 Act and related Commission guidance. In addition, the Fund will include appropriate risk disclosure in its offering documents, including leveraging risk. Leveraging risk is the risk that certain transactions of the Fund, including the Fund’s use of derivatives, may give rise to leverage, causing the Fund to be more volatile than if it had not been leveraged.25 Because the markets for certain assets, or the assets themselves, may be unavailable or cost prohibitive as 24 The Fund’s broad-based securities benchmark index will be identified in a future amendment to the Registration Statement following the Fund’s first full calendar year of performance. 25 To mitigate leveraging risk, the Adviser will segregate or ‘‘earmark’’ liquid assets or otherwise cover the transactions that may give rise to such risk. E:\FR\FM\12OCN1.SGM 12OCN1 Federal Register / Vol. 81, No. 197 / Wednesday, October 12, 2016 / Notices mstockstill on DSK3G9T082PROD with NOTICES compared to derivative instruments, suitable derivative transactions may be an efficient alternative for the Fund to obtain the desired asset exposure. III. Proceedings To Determine Whether To Approve or Disapprove SR– NYSEArca–2016–82 and Grounds for Disapproval Under Consideration The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act 26 to determine whether the proposed rule change, as modified by Amendment Nos. 1, 2, and 3 thereto, 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. 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 Nos. 1, 2, and 3 thereto. Pursuant to Section 19(b)(2)(B) of the Act,27 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.’’ 28 Under the proposal, the Exchange states that the Fund will invest in assets globally. In addition to certain U.S. securities, the Fund proposes to hold non-U.S. exchange listed and traded common stocks, preferred stocks, warrants, and rights. Further, the Fund proposes to hold non-U.S. REITs, Depositary Receipts, corporate bonds, sovereign obligations, and convertible securities. The Exchange, however, proposes no quantitative standards with respect to these non-U.S. securities in which the Fund, at the Adviser’s discretion, may invest. The Commission has recently noted that appropriate quantitative standards help reduce the extent to which Managed Fund Shares holding non-U.S. components may be susceptible to manipulation.29 For 26 15 U.S.C. 78s(b)(2)(B). 27 Id. 28 15 U.S.C. 78f(b)(5). Securities Exchange Act Release No. 78397 (Jul. 22, 2016), 81 FR 49320, at 49325 (Jul. 27, 2016). 29 See VerDate Sep<11>2014 20:13 Oct 11, 2016 Jkt 241001 example, with respect to certain equity securities, the Commission noted that standards, such as minimum market value, trading volume, and diversification requirements, should reduce the risk that Managed Fund Shares holding non-U.S. component stocks are susceptible to manipulation.30 The Exchange also states that the Fund’s investments may be represented by derivatives. Further, derivatives may be used ‘‘to increase gain, to effectively gain targeted exposure from its cash positions, to hedge various investments, and/or for risk management.’’ The Exchange does not propose to limit the amount of derivatives that the Fund may hold, and also does not provide any other information regarding the Fund’s use of derivatives, including the use of OTC or non-centrally cleared derivatives. The Commission has previously noted that quantitative requirements, such as concentration limits on the use of listed derivatives and limits on OTC derivatives, help reduce the extent to which Managed Fund Shares holding derivative instruments may be susceptible to manipulation.31 Accordingly, the Commission solicits comment on whether the proposal is consistent with the Act. In particular, the Commission seeks comment on whether the Exchange’s representations relating to non-U.S. component securities and derivatives held by the Fund are sufficient to prevent the susceptibility of the Fund’s portfolio to manipulation and are thereby consistent with the requirements of Section 6(b)(5) of the Act, which, among other things, requires that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices and to protect investors and the public interest. IV. 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 30 Id. 31 Id. PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 70459 arguments, the Commission will consider, pursuant to Rule 19b–4, any request for an opportunity to make an oral presentation.32 Interested persons are invited to submit written data, views, and arguments regarding whether the proposal should be approved or disapproved by November 2, 2016. Any person who wishes to file a rebuttal to any other person’s submission must file that rebuttal by November 16, 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 33 and in Amendment Nos. 1, 2, and 3 to the proposed rule change,34 in addition to any other comments they may wish to submit about the proposed rule change. 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–2016–82 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–2016–82. 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 32 Section 19(b)(2) of the Act, as amended by the Securities Acts 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 Acts Amendments of 1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975). 33 See supra note 3. 34 See supra notes 4, 7, and 8. E:\FR\FM\12OCN1.SGM 12OCN1 70460 Federal Register / Vol. 81, No. 197 / Wednesday, October 12, 2016 / Notices 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; 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–2016–82 and should be submitted on or before November 2, 2016. Rebuttal comments should be submitted by November 16, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.35 Brent J. Fields, Secretary. [FR Doc. 2016–24577 Filed 10–11–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION mstockstill on DSK3G9T082PROD with NOTICES Sunshine Act Meeting Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Public Law 94–409, that the Securities and Exchange Commission will hold an open meeting on Thursday, October 13, 2016 at 10 a.m., in the Auditorium, Room L–002. The subject matters of the open meeting will be: • The Commission will consider whether to adopt new rules and forms and amendments to certain rules and forms to modernize the reporting of information by registered investment companies. • The Commission will consider whether to adopt a new rule and amendments to certain rules and forms that would provide for liquidity risk management programs and related disclosures for open-end management investment companies. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted, or postponed, please contact Brent J. Fields in the Office of the Secretary at (202) 551–5400. 35 17 CFR 200.30–3(a)(57). VerDate Sep<11>2014 20:38 Oct 11, 2016 Jkt 241001 Dated: October 6, 2016. Brent J. Fields, Secretary. [FR Doc. 2016–24731 Filed 10–7–16; 11:15 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–79055; File Nos. SR– NYSEMKT–2016–52 and SR–NYSEArca– 2016–103] Self-Regulatory Organizations; NYSE MKT LLC; NYSE Arca, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove Proposed Rule Changes To Extend the Time Within Which a Member, Member Organization, an ATP Holder, an OTP Holder, or an OTP Firm Must File a Uniform Termination Notice for Securities Industry Registration (‘‘Form U5’’) October 5, 2016. I. Introduction On June 16, 2016, NYSE MKT LLC (‘‘NYSE MKT’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (‘‘Act’’) 2 and Rule 19b–4 thereunder,3 a proposed rule change to extend the time within which a member or member organization, or an Amex Trading Permit Holder (‘‘ATP Holder’’) must file a Form U5, or any amendments thereto. The proposed rule change was published for comment in the Federal Register on July 7, 2016.4 On July 14, 2016, NYSE Arca, Inc. (‘‘NYSE Arca’’) (NYSE MKT and NYSE Arca, each an ‘‘Exchange’’) filed with the Commission, pursuant to Section 19(b)(1) 5 of the Act and Rule 19b–4 thereunder,6 a proposed rule change to extend the time within which an Options Trading Permit Holder (‘‘OTP Holder’’) or Options Trading Permit Firm (‘‘OTP Firm’’) must file a Form U5, or any amendments thereto. The proposed rule change was published for comment in the Federal Register on July 27, 2016.7 The Commission received two comment letters regarding the proposals.8 NYSE responded to the 1 15 U.S.C.78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 4 See Securities Exchange Act Release No. 78198 (June 30, 2016), 81 FR 44363. 5 15 U.S.C.78s(b)(1). 6 17 CFR 240.19b–4. 7 See Securities Exchange Act Release No. 78381 (July 21, 2016), 81 FR 49286. 8 See letters from Judith Shaw, President, North American Securities Administrators Association, 2 15 PO 00000 Frm 00075 Fmt 4703 Sfmt 4703 NASAA Letter on August 12, 2016.9 This order institutes proceedings under Section 19(b)(2)(B) of the Act 10 to determine whether to approve or disapprove the proposed rule changes. II. Description of the Proposed Rule Changes NYSEMKT–2016–52 NYSE MKT proposes to amend its rules regarding when a member, member organization, or an ATP Holder must file a Form U5 and amendments thereto. Under Commentary .01 to NYSE MKT Rule 340, members and member organizations (collectively, ‘‘Members’’) are required to file a Form U5 and any amendment thereto with the Central Registration Depository (‘‘CRD’’) within 10 days of the date of termination of an employee that has been approved for admission to the trading floor. Under Commentary .09 to NYSE MKT Rule 341, Members must submit information concerning the termination of employment of a member, registered employee, or an officer on Form U5 within 10 days of the date of termination. Under NYSE MKT Rule 359(a), an ATP Holder that terminates an ATP Holder or approved person must file a Form U5 within 10 days of such termination. NYSE MKT proposes to amend these rules by replacing the 10-day deadline with a requirement to promptly file a Form U5 with CRD, but not later than 30 calendar days after the date of termination of a member, ATP Holder, registered employee, officer, or approved person. Further, the proposed rule change would require that any amendment to a Form U5 be promptly filed with CRD, but not later than 30 calendar days after learning of the facts or circumstances giving rise to the amendment. In addition, the proposed rule change would require that all Form U5s be provided to the terminated person concurrently with filing. NYSEArca–2016–103 Under NYSE Arca Rule 2.17(c), an OTP Holder that terminates an OTP is required to file a Form U5 or any amendment thereto within 10 business days of the termination or the occurrence requiring the amendment. Inc., dated August 3, 2016 (‘‘NASAA Letter’’) and Rick A. Fleming, Investor Advocate and Tracey L. McNeil, Ombudsman, Office of the Investor Advocate, Commission, dated October 3, 2016, to Brent J. Fields, Secretary, Commission (‘‘OIA Letter’’). 9 See letter from Elizabeth K. King, General Counsel and Corporate Secretary, New York Stock Exchange LLC, to Brent J. Fields, Secretary, Securities and Exchange Commission, dated August 12, 2016 (‘‘NYSE Letter’’). 10 15 U.S.C. 78s(b)(2)(B). E:\FR\FM\12OCN1.SGM 12OCN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 81, Number 197 (Wednesday, October 12, 2016)]
[Notices]
[Pages 70455-70460]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-24577]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79052; File No. SR-NYSEArca-2016-82]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting
Proceedings To Determine Whether To Approve or Disapprove a Proposed
Rule Change, as Modified by Amendment Nos. 1, 2, and 3 Thereto, To List
and Trade Shares of the JPMorgan Diversified Event Driven ETF Under
NYSE Arca Equities Rule 8.600

October 5, 2016.

I. Introduction

On June 20, 2016, NYSE Arca, Inc. (``Exchange'') filed with the
Securities and Exchange Commission (``Commission''), pursuant to
Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'' or
``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule
change to list and trade shares of the JPMorgan Diversified Event
Driven ETF under NYSE Arca Equities Rule 8.600. The proposed rule
change was published for comment in the Federal Register on July 7,
2016.\3\ On August 18, 2016, the Exchange filed Amendment No. 1 to the
proposed rule change,\4\ and,

[[Page 70456]]

pursuant to Section 19(b)(2) of the Act,\5\ 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.\6\ On
September 1, 2016, the Exchange filed Amendment No. 2 to the proposed
rule change.\7\ On September 2, 2016, the Exchange filed Amendment No.
3 to the proposed rule change.\8\ The Commission has received no
comments on the proposal. 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 Nos. 1,
2, and 3 thereto.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 78218 (Jul. 1,
2016), 81 FR 44339 (``Notice'').
\4\ In Amendment No. 1, which amended and replaced the proposed
rule change in its entirety, the Exchange clarified: (a) certain
aspects relating to the Fund's investment strategy, including
descriptions of (i) certain return factors that the Fund seeks to
utilize to achieve its investment objective, (ii) the Fund's total
net long market exposure, (iii) the Fund's use of derivative
instruments and its market exposure to such instruments, and (iv)
the Fund's investments in mutual funds; (b) that the common stock
into which convertible securities held by the Fund can be converted
will be exchange-traded; (c) that the Fund may invest no more than
5% of its assets, in the aggregate, in over-the-counter (``OTC'')
common stocks, preferred stocks, warrants, rights, and contingent
value rights (``CVRs'') of U.S. and foreign corporations (including
emerging market securities); (d) the redemption order submission
cut-off time; (e) that no more than 10% of the net assets of the
Fund will be invested in Depositary Receipts (as defined herein)
that are not exchange-listed; and (f) the use of certain defined
terms. Amendment No. 1 to the proposed rule change is available at:
https://www.sec.gov/comments/sr-nysearca-2016-82/nysearca201682-1.pdf. Because Amendment No. 1 to the proposed rule change does not
materially alter the substance of the proposed rule change or raise
unique or novel regulatory issues, Amendment No. 1 is not subject to
notice and comment.
\5\ 15 U.S.C. 78s(b)(2).
\6\ See Securities Exchange Act Release No. 78610, 81 FR 57960
(Aug. 24, 2016). The Commission designated October 5, 2016 as the
date by which the Commission shall either approve or disapprove, or
institute proceedings to determine whether to disapprove, the
proposed rule change.
\7\ In Amendment No. 2, which partially amended the proposed
rule change, as modified by Amendment No. 1 thereto, the Exchange
clarified (a) the Fund's holdings in mutual fund shares as the only
non-exchange-traded investment company securities the Fund may hold,
and (b) that Depositary Receipts (as defined herein) are included as
equity securities subject to the 10% limitation on equity securities
whose principal market is not a member of the Intermarket
Surveillance Group (``ISG'') or is a market with which the Exchange
does not have a comprehensive surveillance sharing agreement.
Amendment No. 2 to the proposed rule change is available at: https://www.sec.gov/comments/sr-nysearca-2016-82/nysearca201682-2.pdf.
Because Amendment No. 2 to the proposed rule change does not
materially alter the substance of the proposed rule change or raise
unique or novel regulatory issues, Amendment No. 2 is not subject to
notice and comment.
\8\ In Amendment No. 3, which partially amended the proposed
rule change, as modified by Amendment Nos. 1 and 2 thereto, the
Exchange (a) made conforming changes to the Statutory Basis section
of the filing to reflect the same changes made by Amendment No. 2 to
the proposed rule change, and (b) clarified a reference to the term
``advisor'' to mean ``Adviser.'' Amendment No. 3 to the proposed
rule change is available at: https://www.sec.gov/comments/sr-nysearca-2016-82/nysearca201682-3.pdf. Because Amendment No. 3 to
the proposed rule change does not materially alter the substance of
the proposed rule change or raise unique or novel regulatory issues,
Amendment No. 3 is not subject to notice and comment.
\9\ 15 U.S.C. 78s(b)(2)(B).
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II. Exchange's Description of the Proposal

The Exchange proposes to list and trade shares (``Shares'') of the
JPMorgan Diversified Event Driven ETF (``Fund'') under NYSE Arca
Equities Rule 8.600, which governs the listing and trading of Managed
Fund Shares. The Fund is a series of J.P. Morgan Exchange-Traded Fund
Trust (``Trust''), a Delaware statutory trust.\10\ J.P. Morgan
Investment Management Inc. (``Adviser'') will be the investment adviser
to the Fund. The Adviser is a wholly-owned subsidiary of JPMorgan Asset
Management Holdings Inc., which is a wholly-owned subsidiary of
JPMorgan Chase & Co., a bank holding company. The Adviser will also
provide administrative services for, and will oversee the other service
providers of, the Fund. SEI Investments Distribution Co. will be the
distributor of the Fund's Shares.
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\10\ The Trust is registered under the Investment Company Act of
1940 (``1940 Act''). The Exchange states that, on April 22, 2016,
the Trust filed with the Commission an amendment to its registration
statement on Form N-1A under the Securities Act of 1933
(``Securities Act'') and the 1940 Act relating to the Fund (File
Nos. 333-191837 and 811-22903) (``Registration Statement''). The
Exchange also notes that an exemptive order (``Exemptive Order'')
was issued on February 19, 2016 (IC Release No. 31990). The Exchange
represents that investments made by the Fund will comply with the
conditions set forth in the Exemptive Order.
---------------------------------------------------------------------------

The Fund will seek to provide long-term total return and will seek
to achieve its investment objective by employing an event-driven
investment strategy, primarily investing in companies that the Adviser
believes will be impacted by pending or anticipated corporate or
special situation events. In executing this investment strategy, the
Fund will seek to capture the price difference between a security's
market price and the anticipated value post-event, based on the
assumption that an event or catalyst will affect future pricing. It
will do so based on its systematic investment process for securities
selection. The Adviser believes it has identified (and will continue to
identify) a set of sources of potential event-driven investment return
that have a low correlation to each other and traditional markets and
have distinct risk and return profiles (``return factors'').
Under normal market conditions,\11\ the Fund will seek to achieve
its investment objective by employing its investment strategy to access
certain return factors. For example, the return factors that the
Adviser may utilize include, but are not limited to, the following:
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\11\ The term ``under normal market conditions'' 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
failure) causing dissemination of inaccurate market information; or
force majeure type events such as cyber-attacks, natural or man-made
disaster, act of God, armed conflict, act of terrorism, riot or
labor disruption, or any similar intervening circumstance.
---------------------------------------------------------------------------

(1) Merger arbitrage--seeks to capitalize on price discrepancies
and returns generated by a corporate transaction. The Fund may purchase
the common stock of the company being acquired and may short the common
stock of the acquirer in expectation of profiting from the price
differential between the purchase price of the securities and the value
received for the securities as a result of or in expectation of the
consummation of the merger.
(2) Activism tracking--invests in companies that are the target of
activist investors.
(3) Share buybacks--attempts to exploit the outperformance of a
company engaged in a share buyback program.
(4) Parents and spinoffs--attempts to capture positive performance
of a parent company after the spinoff announcement; this typically
leads to a revaluation of the company.
(5) Index arbitrage--attempts to profit from the price changes of
assets as they are added to or deleted from indices.
(6) Post-reorganization equities--attempts to profit from the
mispricing of companies as they emerge from bankruptcy.
Each return factor represents a potential source of investment
return that results from, among other things, assuming a particular
risk or taking advantage of a market opportunity. Each return factor
represents a potential source of investment return, and the Adviser
allocates assets to a subset of return factors based on current
investment opportunities. Under normal market conditions, the Fund will
seek to achieve its investment objective by employing the event-driven
strategy to access certain return factors. The Adviser believes that,
in general, the Fund's event-driven investment returns will be
attributable to the individual contributions of the various return
factors. By employing this return factor based approach, the Fund will
seek to provide positive total returns over time while maintaining a
relatively low correlation with traditional markets. The exposure to
individual return factors may vary based on the market opportunity of
the individual return factors. Additional return factors may be
identified over time.
The Fund will invest its assets globally to gain exposure to equity
securities (across market capitalizations) in developed markets. The
Fund may use both long and short positions (achieved primarily through
the use of derivative instruments as described below). The Fund
generally will

[[Page 70457]]

maintain a total net long market exposure, meaning that the Fund's
aggregate exposure will be greater to instruments that the Adviser
expects to outperform. However, the Fund may have net long or net short
exposure to one or more industry sectors, individual markets, and/or
currencies based on the return factors.
The Adviser will make use of derivatives (as described below), in
implementing its strategies. Under normal market conditions, the
Adviser currently expects that a significant portion of the Fund's
exposure will be attained through the use of derivatives in addition to
its exposure through direct investments. Derivatives will primarily be
used as an efficient means of implementing a particular strategy in
order to gain exposure to a desired return factor. For example, the
Fund may use a total return swap to establish both long and short
positions in order to gain the desired exposure rather than physically
purchasing and selling short each instrument. Derivatives may also be
used to increase gain, to effectively gain targeted exposure from its
cash positions, to hedge various investments, and/or for risk
management. As a result of the Fund's use of derivatives and to serve
as collateral, the Fund may hold significant amounts of U.S. Treasury
obligations, including Treasury bills, bonds and notes and other
obligations issued or guaranteed by the U.S. Treasury, other short-term
investments, including money market funds and foreign currencies, in
which certain derivatives are denominated.
The amount that may be invested in any one instrument will vary and
generally depend on the return factors employed by the Adviser at that
time. However, with the exception of specified investment limitations
for certain assets described below, there are no stated percentage
limitations on the amount that can be invested in any one type of
instrument, and the Adviser may, at times, focus on a smaller number of
instruments. Moreover, the Fund will generally be unconstrained by any
particular capitalization, style or sector and may invest in any
developed region or country. The Fund may have both long and short
exposure to these instruments. The Adviser will make use of
quantitative models and information and data supplied by third parties
to, among other things, help determine the portfolio's weightings among
various investments and construct sets of transactions and investments.
The Fund will purchase a particular instrument when the Adviser
believes that such instrument will allow the Fund to gain the desired
exposure to a return factor. Conversely, the Fund will consider selling
a particular instrument when it no longer provides the desired exposure
to a return factor. In addition, investment decisions will take into
account a return factor's contribution to the Fund's overall
volatility.
In addition to its main return factors, the Fund may utilize return
factors that use debt securities. The Fund may invest, either directly
or through financial derivative instruments, debt securities that are
subject to a downgrade from investment grade to non-investment grade
(also known as high yield/junk bond) status. For example, the Fund may
invest in the bonds that have been downgraded while hedging credit risk
more broadly by using credit default swaps indices in order to attempt
to keep the Fund's exposure market neutral.

A. Exchange's Description of the Fund's Principal Investments

Under normal market conditions, the Fund will invest principally
(i.e., more than 50% of the Fund's assets) in the securities and
financial instruments described below, which may be represented by
derivatives, as discussed below.
The Fund may invest in exchange-listed and traded common stocks,
preferred stocks,\12\ warrants and rights \13\ of U.S. and foreign
corporations (including emerging market securities), and U.S. and non-
U.S. real estate investment trusts (``REITs'').\14\ Exchange-listed and
traded common stocks, preferred stocks, warrants and rights of U.S.
corporations, and U.S. REITs will be traded on U.S. national securities
exchanges.
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\12\ Preferred stock is a class of stock that generally pays a
dividend at a specified rate and has preference over common stock in
the payment of dividends and in liquidation (U.S. and non-U.S.,
including emerging markets).
\13\ Rights are securities, typically issued with preferred
stock or bonds, that give the holder the right to buy a
proportionate amount of common stock at a specified price (U.S. and
non-U.S., including emerging markets).
\14\ REITs are pooled investment vehicles which invest primarily
in income-producing real estate or real estate related loans or
interest.
---------------------------------------------------------------------------

The Fund may invest in exchange-listed and OTC ``Depositary
Receipts'' \15\ as described below.
---------------------------------------------------------------------------

\15\ Depositary Receipts include American Depositary Receipts
(``ADRs''), Global Depositary Receipts (``GDRs'') and European
Depositary Receipts (``EDRs''). ADRs are receipts typically issued
by an American bank or trust company that evidence ownership of
underlying securities issued by a foreign corporation. EDRs are
receipts issued by a European bank or trust company evidencing
ownership of securities issued by a foreign corporation. GDRs are
receipts issued throughout the world that evidence a similar
arrangement. ADRs, EDRs and GDRs may trade in foreign currencies
that differ from the currency the underlying security for each ADR,
EDR or GDR principally trades in. Generally, ADRs, in registered
form, are designed for use in the U.S. securities markets. EDRs, in
registered form, are used to access European markets. GDRs, in
registered form, are tradable both in the United States and in
Europe and are designed for use throughout the world. No more than
10% of the net assets of the Fund will be invested in Depositary
Receipts that are not exchange-listed.
---------------------------------------------------------------------------

The Fund may invest in the following cash and cash equivalents:
investments in money market funds (for which the Adviser and/or its
affiliates serve as investment adviser or administrator), bank
obligations,\16\ commercial paper,\17\ repurchase agreements, and
short-term funding agreements.\18\
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\16\ Bank obligations include the following: bankers'
acceptances, certificates of deposit, and time deposits. Bankers'
acceptances are bills of exchange or time drafts drawn on and
accepted by a commercial bank. Maturities are generally six months
or less. Certificates of deposit are negotiable certificates issued
by a bank for a specified period of time and earning a specified
return. Time deposits are non-negotiable receipts issued by a bank
in exchange for the deposit of funds.
\17\ Commercial paper consists of secured and unsecured short-
term promissory notes issued by corporations and other entities.
Maturities generally vary from a few days to nine months.
\18\ Short-term funding agreements are agreements issued by
banks and highly rated U.S. insurance companies such as Guaranteed
Investment Contracts and Bank Investment Contracts.
---------------------------------------------------------------------------

The Fund may invest in corporate debt.\19\
---------------------------------------------------------------------------

\19\ The Adviser expects that, under normal market conditions,
the Fund will invest at least 75% of its corporate debt securities
in issuances that have at least $100,000,000 par amount outstanding
in developed countries, or at least $200,000,000 par amount
outstanding in emerging market countries.
---------------------------------------------------------------------------

In addition to money market funds referenced above, the Fund may
invest in shares of non-exchange-traded investment company securities,
that is, mutual fund shares, including mutual fund shares for which the
Adviser and/or its affiliates may serve as investment adviser or
administrator, to the extent permitted by Section 12(d)(1) \20\ of the
1940 Act and the rules thereunder.
---------------------------------------------------------------------------

\20\ 15 U.S.C. 80a-12(d)(1).
---------------------------------------------------------------------------

In addition, the Fund may invest in exchange traded funds
(``ETFs''),\21\ purchase and sell futures contracts on indexes of
securities, invest in swaps (credit default swaps (``CDSs''), CDS
indices, and total return swaps on equity securities, equity indexes,
fixed income securities, and fixed income futures), invest in forward
and spot

[[Page 70458]]

currency transactions \22\ (such investments consist of non-deliverable
forwards (``NDFs''), foreign forward currency contracts, and spot
currency transactions), and invest in OTC and exchange-traded call and
put options on equities, fixed income securities, and currencies or
options on indexes of equities, fixed income securities, and
currencies.
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\21\ The ETFs in which the Fund may invest will be registered
under the 1940 Act and include Investment Company Units (as
described in NYSE Arca Equities Rule 5.2(j)(3)); Portfolio
Depositary Receipts (as described in NYSE Arca Equities Rule 8.100);
and Managed Fund Shares (as described in NYSE Arca Equities Rule
8.600). Such ETFs all will be listed and traded in the U.S. on
registered exchanges. While the Fund may invest in inverse ETFs, the
Fund will not invest in leveraged or inverse leveraged (e.g., 2X, -
2X, 3X, or -3X) ETFs.
\22\ The Fund will limit its investments in currencies to those
currencies with a minimum average daily foreign exchange turnover of
USD $1 billion as determined by the Bank for International
Settlements (``BIS'') Triennial Central Bank Survey. As of the most
recent BIS Triennial Central Bank Survey, at least 52 separate
currencies had minimum average daily foreign exchange turnover of
USD $1 billion. For a list of eligible BIS currencies, see
www.bis.org.
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The Fund may invest in U.S. Government obligations, which may
include direct obligations of the U.S. Treasury, including Treasury
bills, notes and bonds, all of which are backed as to principal and
interest payments by the full faith and credit of the United States,
and separately traded principal and interest component parts of such
obligations that are transferable through the Federal book-entry system
known as Separate Trading of Registered Interest and Principal of
Securities and Coupons Under Book Entry Safekeeping.

B. Exchange's Description of the Fund's Other Investments

While the Fund, under normal market conditions, will invest at
least fifty percent (50%) of its assets in the securities and financial
instruments described above, the Fund may invest its remaining assets
in other assets and financial instruments, as described below.
The Fund may invest in U.S. and non-U.S. convertible securities,
which are bonds or preferred stock that can convert to common stock.
The common stock into which convertible securities can be converted
will be exchange-traded.
The Fund may invest in reverse repurchase agreements.
The Fund may invest in sovereign obligations, which are investments
in debt obligations issued or guaranteed by a foreign sovereign
government or its agencies, authorities, or political subdivisions.
The Fund may invest no more than 5% of its assets in equity and
debt securities that are restricted securities (Rule 144A securities),
in addition to Rule 144A securities deemed illiquid by the Adviser, as
referenced below.
Under normal market conditions, the Fund may invest no more than 5%
of its assets, in the aggregate, in OTC common stocks, preferred
stocks, warrants, rights, and CVRs of U.S. and foreign corporations
(including emerging market securities).

C. Exchange's Description of the Fund's Investment Restrictions

The Fund may hold up to an aggregate amount of 15% of its net
assets in illiquid assets (calculated at the time of investment),
including Rule 144A securities deemed illiquid by the Adviser,
consistent with Commission guidance. The Fund will monitor its
portfolio liquidity on an ongoing basis to determine whether, in light
of current circumstances, an adequate level of liquidity is being
maintained, and will consider taking appropriate steps in order to
maintain adequate liquidity if, through a change in values, net assets,
or other circumstances, more than 15% of the Fund's net assets are held
in illiquid assets. Illiquid assets include securities subject to
contractual or other restrictions on resale and other instruments that
lack readily available markets as determined in accordance with
Commission staff guidance.
The Fund may invest in other investment companies to the extent
permitted by Section 12(d)(1) of the 1940 Act and rules thereunder and/
or any applicable exemption or exemptive order under the 1940 Act with
respect to such investments.
The Fund may invest in securities denominated in U.S. dollars,
major reserve currencies, and currencies of other countries in which
the Fund may invest.
The Fund may invest in both investment grade and high yield debt
securities.
The Fund intends to qualify for and to elect treatment as a
separate regulated investment company under Subchapter M of the
Internal Revenue Code. Furthermore, the Fund may not concentrate
investments in a particular industry or group of industries, as
concentration is defined under the 1940 Act, the rules or regulations
thereunder, or any exemption therefrom, as such statute, rules, or
regulations may be amended or interpreted from time to time.\23\
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\23\ The Registration Statement states that, for purposes of the
Fund's fundamental investment policy regarding industry
concentration, ``to concentrate'' generally means to invest more
than 25% of the Fund's total assets, taken at market value at the
time of investment.
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The Fund is a diversified series of the Trust. The Fund intends to
meet the diversification requirements of the 1940 Act.
The Fund's investments, including derivatives, will be consistent
with the Fund's investment objective and will not be used to enhance
leverage (although certain derivatives may result in leverage). That
is, while the Fund will be permitted to borrow as permitted under the
1940 Act, the Fund's investments will not be used to seek performance
that is the multiple or inverse multiple (i.e., 2Xs and 3Xs) of the
Fund's primary broad-based securities benchmark index (as defined in
Form N-1A).\24\
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\24\ The Fund's broad-based securities benchmark index will be
identified in a future amendment to the Registration Statement
following the Fund's first full calendar year of performance.
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D. Exchange's Description of the Fund's Use of Derivatives

The Fund proposes to seek certain exposures through transactions in
the specific derivative instruments described above. The derivatives to
be used are futures, swaps, NDFs, foreign forward currency contracts,
and call and put options. Derivatives, which are instruments that have
a value based on another instrument, exchange rate, or index, may also
be used as substitutes for securities in which the Fund can invest. The
Fund may use these derivative instruments to increase gain, to
effectively gain targeted exposure from its cash positions, to hedge
various investments, and/or for risk management.
Investments in derivative instruments will be made in accordance
with the 1940 Act and consistent with the Fund's investment objective
and policies. To limit the potential risk associated with such
transactions, the Fund will segregate or ``earmark'' assets determined
to be liquid by the Adviser in accordance with procedures established
by the Trust's Board of Trustees and in accordance with the 1940 Act
(or, as permitted by applicable regulation, enter into certain
offsetting positions) to cover its obligations under derivative
instruments. These procedures have been adopted consistent with Section
18 of the 1940 Act and related Commission guidance. In addition, the
Fund will include appropriate risk disclosure in its offering
documents, including leveraging risk. Leveraging risk is the risk that
certain transactions of the Fund, including the Fund's use of
derivatives, may give rise to leverage, causing the Fund to be more
volatile than if it had not been leveraged.\25\ Because the markets for
certain assets, or the assets themselves, may be unavailable or cost
prohibitive as

[[Page 70459]]

compared to derivative instruments, suitable derivative transactions
may be an efficient alternative for the Fund to obtain the desired
asset exposure.
---------------------------------------------------------------------------

\25\ To mitigate leveraging risk, the Adviser will segregate or
``earmark'' liquid assets or otherwise cover the transactions that
may give rise to such risk.
---------------------------------------------------------------------------

III. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEArca-2016-82 and Grounds for Disapproval Under Consideration

The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \26\ to determine whether the proposed rule
change, as modified by Amendment Nos. 1, 2, and 3 thereto, 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. 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 Nos. 1, 2, and 3 thereto.
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\26\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\27\ 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.'' \28\
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\27\ Id.
\28\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

Under the proposal, the Exchange states that the Fund will invest
in assets globally. In addition to certain U.S. securities, the Fund
proposes to hold non-U.S. exchange listed and traded common stocks,
preferred stocks, warrants, and rights. Further, the Fund proposes to
hold non-U.S. REITs, Depositary Receipts, corporate bonds, sovereign
obligations, and convertible securities. The Exchange, however,
proposes no quantitative standards with respect to these non-U.S.
securities in which the Fund, at the Adviser's discretion, may invest.
The Commission has recently noted that appropriate quantitative
standards help reduce the extent to which Managed Fund Shares holding
non-U.S. components may be susceptible to manipulation.\29\ For
example, with respect to certain equity securities, the Commission
noted that standards, such as minimum market value, trading volume, and
diversification requirements, should reduce the risk that Managed Fund
Shares holding non-U.S. component stocks are susceptible to
manipulation.\30\
---------------------------------------------------------------------------

\29\ See Securities Exchange Act Release No. 78397 (Jul. 22,
2016), 81 FR 49320, at 49325 (Jul. 27, 2016).
\30\ Id.
---------------------------------------------------------------------------

The Exchange also states that the Fund's investments may be
represented by derivatives. Further, derivatives may be used ``to
increase gain, to effectively gain targeted exposure from its cash
positions, to hedge various investments, and/or for risk management.''
The Exchange does not propose to limit the amount of derivatives that
the Fund may hold, and also does not provide any other information
regarding the Fund's use of derivatives, including the use of OTC or
non-centrally cleared derivatives. The Commission has previously noted
that quantitative requirements, such as concentration limits on the use
of listed derivatives and limits on OTC derivatives, help reduce the
extent to which Managed Fund Shares holding derivative instruments may
be susceptible to manipulation.\31\
---------------------------------------------------------------------------

\31\ Id.
---------------------------------------------------------------------------

Accordingly, the Commission solicits comment on whether the
proposal is consistent with the Act. In particular, the Commission
seeks comment on whether the Exchange's representations relating to
non-U.S. component securities and derivatives held by the Fund are
sufficient to prevent the susceptibility of the Fund's portfolio to
manipulation and are thereby consistent with the requirements of
Section 6(b)(5) of the Act, which, among other things, requires that
the rules of an exchange be designed to prevent fraudulent and
manipulative acts and practices and to protect investors and the public
interest.

IV. 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.\32\
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\32\ Section 19(b)(2) of the Act, as amended by the Securities
Acts 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 Acts Amendments of 1975, Senate Comm.
on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
---------------------------------------------------------------------------

Interested persons are invited to submit written data, views, and
arguments regarding whether the proposal should be approved or
disapproved by November 2, 2016. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
November 16, 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 \33\ and in Amendment Nos. 1, 2, and
3 to the proposed rule change,\34\ in addition to any other comments
they may wish to submit about the proposed rule change.
---------------------------------------------------------------------------

\33\ See supra note 3.
\34\ See supra notes 4, 7, and 8.
---------------------------------------------------------------------------

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-2016-82 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-2016-82. 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

[[Page 70460]]

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; 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-2016-82 and should be submitted on or before
November 2, 2016. Rebuttal comments should be submitted by November 16,
2016.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\35\
Brent J. Fields,
Secretary.
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\35\ 17 CFR 200.30-3(a)(57).
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[FR Doc. 2016-24577 Filed 10-11-16; 8:45 am]
BILLING CODE 8011-01-P

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