Self-Regulatory Organizations; CboeBZX Exchange, Inc.; Order Granting Approval of a Proposed Rule Change To List and Trade the Common Shares of Beneficial Interest of the PowerShares Income Builder Portfolio, a Series of PowerShares Exchange-Traded Fund Trust II, 12218-12221 [2018-05562]
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12218
Federal Register / Vol. 83, No. 54 / Tuesday, March 20, 2018 / Notices
post all comments on the Commission’s
internet website (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 website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–CHX–2018–001 and should
be submitted on or before April 10,
2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.48
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–05560 Filed 3–19–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82872; File No. SR–
CboeBZX–2017–011]
Self-Regulatory Organizations;
CboeBZX Exchange, Inc.; Order
Granting Approval of a Proposed Rule
Change To List and Trade the Common
Shares of Beneficial Interest of the
PowerShares Income Builder Portfolio,
a Series of PowerShares ExchangeTraded Fund Trust II
daltland on DSKBBV9HB2PROD with NOTICES
March 14, 2018.
I. Introduction
On December 1, 2017, CboeBZX
Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’)
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
48 17
1 15
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
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19b–4 thereunder,2 a proposed rule
change to list and trade the common
shares of beneficial interest of the
PowerShares Income Builder Portfolio
(‘‘Fund’’), a series of PowerShares
Exchange-Traded Fund Trust II
(‘‘Trust’’), under BZX Rule 14.11(c)(3).
The proposed rule change was
published for comment in the Federal
Register on December 20, 2017.3 On
January 22, 2018, pursuant to Section
19(b)(2) of the Act,4 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.5 On March 6, 2018, the
Exchange filed Amendment No. 1 to the
proposed rule change.6 The Commission
has received no comments on the
proposal. The Commission is approving
the proposed rule change, as modified
by Amendment No. 1.
II. Exchange’s Description of the
Proposal 7
The Exchange proposes to list and
trade the Shares under BZX Rule
14.11(c)(5), which governs the listing
and trading of Index Fund Shares based
on equity and fixed income securities.
2 17
CFR 240.19b–4.
Securities Exchange Act Release No. 82328
(Dec. 14, 2017), 82 FR 60443 (Dec. 20, 2017).
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No. 82559
(Jan. 22, 2018), 83 FR 3820 (Jan. 26, 2018).
6 In Amendment No. 1, which amended and
replaced the proposed rule change in its entirety,
the Exchange: (1) Corrected certain references to its
rules; (2) supplemented information regarding
requirements applicable to investment advisers,
including information with respect to firewalls and
procedures designed to prevent the use and
dissemination of material, nonpublic information
regarding the Fund’s portfolio; (3) corrected the
definition and usage of certain defined terms; (4)
clarified that the Fund will not be a leveraged or
inverse-leveraged fund and will not use derivative
instruments to enhance leverage; (5) conformed its
representations regarding the calculation and
dissemination of the Underlying Index (as defined
herein) and information relating to trading halts in
accordance with applicable BZX rules; (6)
supplemented information regarding pricing
availability with respect to holdings in nonexchange-listed securities of other investment
companies; and (7) made other technical, nonsubstantive, and conforming changes. Because
Amendment No. 1 does not materially alter the
substance of the proposed rule change or raise
unique or novel regulatory issues, it is not subject
to notice and comment. Amendment No. 1 is
available at: https://www.sec.gov/comments/srcboebzx-2017-011/cboebzx2017011-3206088162013.pdf.
7 A more detailed description of the Trust, the
Fund, and the Shares, as well as information
regarding the methodology of the Underlying Index
(as defined herein), the Fund’s portfolio holdings,
and the Fund’s investment restrictions are included
in Amendment No. 1 to the proposed rule change
and Registration Statement (as defined herein). See
Amendment No. 1, supra note 6; Registration
Statement, infra note 8 and accompanying text.
3 See
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The Fund will be a passively managed,
index-based exchange-traded fund
(‘‘ETF’’), and it is a series of the Trust.
The Trust is registered with the
Commission as an open-end
management investment company and
has filed a post-effective amendment to
its registration statement on Form N–1A
(‘‘Registration Statement’’) with the
Commission.8 Invesco PowerShares
Capital Management LLC will be the
investment adviser (‘‘Adviser’’), and
Invesco Advisers, Inc. will be the
investment sub-adviser (‘‘SubAdviser’’), to the Fund. The Adviser and
the Sub-Adviser are affiliated with a
broker-dealer and have implemented,
and will maintain, a fire wall with
respect to the broker-dealer affiliate
regarding access to information
concerning the composition of, or
changes to, the Fund’s portfolio.
The Fund’s investment objective is to
seek to track the investment results
(before fees and expenses) of the
Goldman Sachs Bond Buyers Equity
Basket Index (‘‘Underlying Index’’). The
Underlying Index is designed to
measure the performance of a
hypothetical portfolio of common equity
stocks with an overlay of fullycollateralized written put options on
those stocks. Solactive AG (‘‘Calculation
Agent’’) maintains, calculates, and
publishes the value of the Underlying
Index on each business day. The
Calculation Agent is not registered as an
investment adviser or broker-dealer and
is not affiliated with any broker-dealers.
The Calculation Agent also has
implemented and will maintain
procedures designed to prevent the use
and dissemination of material,
nonpublic information regarding the
Underlying Index as required under
BZX Rule 14.11(c)(5)(A)(iii).
The Exchange states that it has
submitted the proposed rule change
because the Underlying Index for the
Fund does not meet all of the listing
requirements of BZX Rule 14.11(c)(5),
which applies to Index Fund Shares
based on an index that consists of both
equity securities and fixed income
securities. BZX Rule 14.11(c)(5) requires
that the equity and fixed income
component securities separately meet
the criteria set forth in BZX Rules
14.11(c)(3) and (4), applicable to equity
and fixed income securities indexes,
8 See Registration Statement on Form N–1A for
the Trust, filed on July 31, 2017 (File Nos. 333–
138490 and 811–21977). According to the
Exchange, the Commission has issued an order
granting certain exemptive relief (‘‘Exemptive
Order’’) with respect to the Trust under the
Investment Company Act of 1940 (‘‘1940 Act’’). See
Investment Company Act Release No. 27841 (May
25, 2007) (File No. 812–13335).
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respectively. Specifically, the Fund does
not meet all of the listing requirements
of BZX Rule 14.11(c)(5) because the
Underlying Index partially consists of
put options, in addition to equity and
fixed income securities.
A. Description of the Underlying Index
The Underlying Index will consist of
a mixture of: (1) 100 U.S. exchangelisted, large capitalization common
stocks that have listed options traded on
a U.S. exchange (‘‘Stock Component’’);
(2) put options that are sold (‘‘written’’)
on those same 100 stocks that make up
the Stock Component (‘‘Options
Strategy’’); and (3) Treasury bills
(‘‘Collateral’’), which are intended to
collateralize the Options Strategy. The
selection of common stocks for the
Stock Component, the selection of strike
prices of the fully-collateralized put
options for the Options Strategy, and the
asset allocation between the Stock
Component and Collateral are
determined pursuant to the Underlying
Index’s methodology.9 According to the
Exchange, the Underlying Index is
designed to obtain yield from three
sources: (1) The dividends and returns
on the common stocks in the Stock
Component; (2) the premiums received
from the put options sold via the
Options Strategy; 10 and (3) the yield
from Treasury bills serving as
Collateral.11
The Options Strategy writes or sells
put options on the 100 stocks included
in the Stock Component. Those put
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9A
more detailed description of the methodology
of the Underlying Index can be found in
Amendment No. 1 to the proposed rule change and
Registration Statement. See supra note 7.
10 A put option seller will incur a loss if the put
option expires in-the-money at the expiration date
or if the in-the-money put option is exercised by the
option holder and, in each case, the in-the-money
amount is greater than the purchase price of the put
option (‘‘premium’’) collected by the put option
seller. A put option seller will recognize a realized
gain if the put option expires ‘‘out of the money’’
(i.e., the underlying stock price is below the put
option strike price).
11 The amount of the premiums received from
selling options largely involves the level of implied
volatility of the underlying reference security: the
measurement of how much the market price of the
underlying reference security historically varied
from day to day over a specific period of time. The
higher the implied volatility, the more likely the
underlying reference security will experience large
price changes. Another factor bearing on the put
option premium is the time value of the options.
The more time that remains until the expiration
date of the option, the greater the amount of time
that an option trade has to become profitable due
to a favorable move in the underlying reference
security. As a result, investors are willing to pay a
higher premium for more time until the expiration
date of an option (and conversely, as the expiration
date of an option approaches, the market price of
the option decreases, and down to zero if the option
remains out-of-the-money on the expiration date of
the option).
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options are standardized options listed
and traded on U.S. exchanges and will
have terms of at least six but no more
than eighteen months as of each
quarterly rebalance date. The strike
price for each put option will be
selected, in accordance with the
Underlying Index’s methodology, at an
amount that will generate a premium
that (when annualized) is as close as
possible to the expected return of the
underlying stock. The put options
related to the Options Strategy will have
expirations between six and eighteen
months. All put options in the
Underlying Index are fully
collateralized with Treasury bills in an
amount equal to the outstanding
notional value of the put options. The
Collateral may also include the
premiums collected on the put options.
The Underlying Index is rebalanced
quarterly in March, June, September,
and December, typically on the Friday
before the third Saturday of the month
(‘‘rebalance date’’). The 100 common
stocks to be included in the Stock
Component are made available one
week prior to the rebalance date. The
put option strike prices and weights of
the Underlying Index’s components will
be made available prior to the end of the
business day on the rebalance date.
B. Description of the Fund
Under normal market conditions,12
the Fund will seek to achieve its
investment objective by generally
investing at least 90% of its total assets
in the components of the Underlying
Index.13 The Fund will use an
‘‘indexing’’ investment approach to seek
to achieve its investment objective. The
Adviser will seek a correlation over time
of 0.95 or better between the Fund’s
performance and the performance of the
Underlying Index (a correlation of 1.00
would represent perfect correlation).14
12 The term ‘‘normal market conditions’’ includes,
but is not limited to, the absence of trading halts
in the applicable financial markets generally;
operational issues causing dissemination of
inaccurate market information or system failures; 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.
13 The Fund will operate as an index fund and
will not be actively managed. Therefore, the Fund
will not adopt temporary defensive strategies. It
will continue to invest at least 90% of its assets in
the components of the Underlying Index, in
accordance with the terms of its Exemptive Order,
even during unusual market conditions, including
extreme volatility or trading halts in the financial
markets generally.
14 Another means of evaluating the relationship
between the returns of the Fund and the Underlying
Index is to assess the ‘‘tracking error’’ between the
two. Tracking error means the variation between the
Fund’s annual return and the return of the
Underlying Index, expressed in terms of standard
PO 00000
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12219
The Fund generally will employ a ‘‘full
replication’’ methodology, meaning that
generally it will seek to invest in all of
the components of the Underlying Index
(i.e., all of the stocks in the Stock
Component, the Options Strategy, and
the Collateral for the put options) in
proportion to their weightings in the
Underlying Index. However, under
various circumstances, it may not be
possible or practicable for the Fund to
purchase all of the components of the
Underlying Index in the same
weightings as the Underlying Index. In
those circumstances, the Fund may
purchase a representative sample of
securities in the Underlying Index in
pursuing its investment objective.15
After investing at least 90% of its total
assets in components of the Underlying
Index, the Fund may invest up to 10%
of its total assets in the following: (i)
Exchange-traded U.S. equity securities
not included in the Underlying Index,
but which the Adviser or Sub-Adviser
believes will help the Fund to track the
Underlying Index; 16 (ii) high quality
securities issued or guaranteed by the
U.S. government (in addition to
Treasury bills) and non-U.S.
governments, and each of their agencies
and instrumentalities; (iii) money
market instruments, including
repurchase agreements or other funds
which invest exclusively in money
market instruments (subject to
applicable limitations under the 1940
Act, or exemptions therefrom); 17 (iv)
deviation. The Fund seeks to have a tracking error
of less than 5%, measured on a monthly basis over
a one-year period by taking the standard deviation
of the difference in the Fund’s returns versus the
Underlying Index’s returns.
15 A ‘‘sampling’’ methodology means that the
Adviser (or Sub-Adviser) will use a quantitative
analysis to select component securities of the
Underlying Index for the Fund’s portfolio that are
a representative sample of securities that have, in
the aggregate, investment characteristics similar to
the Underlying Index in terms of key risk factors,
performance attributes and other characteristics.
These include industry weightings, market
capitalization, return variability, earnings valuation,
yield and other financial characteristics of
securities. When employing a sampling
methodology, the Adviser (or Sub-Adviser) bases
the quantity of holdings in the Fund on a number
of factors, including asset size of the Fund, and
generally expects the Fund to hold less than the
total number of securities in the Underlying Index.
However, the Adviser (or Sub-Adviser) reserves the
right to invest the Fund in as many securities as it
believes necessary to achieve the Fund’s investment
objective.
16 For example, there may be instances in which
the Adviser or Sub-Adviser may choose to purchase
or sell securities not in the Underlying Index which
the Adviser or Sub-Adviser believes are appropriate
to substitute for one or more Underlying Index
components in seeking to replicate, before fees and
expenses, the performance of the Underlying Index.
17 The Fund may invest in repurchase agreements
with commercial banks, brokers or dealers to
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convertible securities; (v) structured
notes;18 (vi) securities of other
investment companies (including
affiliated and unaffiliated funds, such as
open-end or closed-end management
investment companies, and other ETFs)
beyond the limits permitted under the
1940 Act, subject to certain terms and
conditions set forth in a Commission
exemptive order issued to the Trust
pursuant to Section 12(d)(1)(J) of the
1940 Act; and (vii) over-the-counter
(‘‘OTC’’) options.19
The Fund may hold up to an aggregate
amount of 15% of its net assets
(calculated at the time of investment) in
assets deemed illiquid by the Adviser or
Sub-Adviser.20 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 securities or other
illiquid assets. The Fund will not be a
generate income from its excess cash balances and
to invest securities lending cash collateral.
18 Structured notes are derivative securities for
which the amount of principal repayment or
interest payments is based on the movement of one
or more factors, including but not limited to,
currency exchange rates, interest rates (such as the
prime lending rate or LIBOR), referenced bonds,
and stock indices.
19 The Fund may use OTC options, together with
positions in cash and money market instruments, to
simulate full investment in the Underlying Index.
The Fund will only enter into OTC options with
counterparties that the Adviser or Sub-Adviser
reasonably believes are capable of performing under
the contract, and the Fund will post collateral as
required by the counterparty and applicable
regulations. The Adviser or Sub-Adviser will
attempt to mitigate the Fund’s respective credit risk
by transacting, where possible, with large, wellcapitalized institutions using measures designed to
determine the creditworthiness of the counterparty.
The Adviser and Sub-Adviser will evaluate the
creditworthiness of counterparties on a regular
basis. In addition to information provided by credit
agencies, the Adviser and Sub-Adviser will review
approved counterparties using various factors,
which may include the counterparty’s reputation,
the Adviser’s or Sub-Adviser’s past experience with
the counterparty, and the price and market actions
of debt of the counterparty. The Fund may also use
various techniques to minimize credit risk,
including early termination or reset and payment,
using different counterparties, and limiting the net
amount due from any individual counterparty.
However, the risk of losses to the Fund resulting
from counterparty default is still possible.
20 In reaching liquidity decisions, the Adviser or
Sub-Adviser may consider the following factors:
The frequency of trades and quotes for the security;
the number of dealers wishing to purchase or sell
the security and the number of other potential
purchasers; dealer undertakings to make a market
in the security; and the nature of the security and
the nature of the marketplace in which it trades
(e.g., the time needed to dispose of the security, the
method of soliciting offers and the mechanics of
transfer).
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leveraged or inverse leveraged fund and
will not use derivative instruments to
enhance leverage.21
III. Discussion and Commission
Findings
After careful review, the Commission
finds that the proposed rule change, as
modified by Amendment No. 1, is
consistent with the Act and the rules
and regulations thereunder applicable to
a national securities exchange.22 In
particular, the Commission finds that
the proposal is consistent with Section
6(b)(5) of the Act,23 which requires,
among other things, that the Exchange’s
rules be designed to prevent fraudulent
and manipulative acts and practices, to
promote just and equitable principles of
trade, to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.
Under the proposal, the Exchange
represents that, under normal market
conditions, the Fund will hold a
substantial amount (at least 90%) of its
net assets in the components of the
Underlying Index, which includes: (1)
The Stock Component, consisting of 100
U.S. exchange-listed, large
capitalization common stocks that have
listed options traded on a U.S.
exchange; (2) the Options Strategy,
consisting of standardized put options
listed and traded on U.S. exchanges and
that are sold on those same 100 stocks
that make up the Stock Component; and
(3) Collateral consisting of Treasury bills
intended to collateralize the Options
Strategy. According to the Exchange, the
Shares will be listed and traded on the
Exchange pursuant to the listing criteria
in BZX Rule 14.11(c)(5) and will
therefore comply with all of the
requirements therein, except that the
Underlying Index will consist, in part,
of U.S. exchange listed written put
options based on U.S. exchange-listed
equity securities.
The Exchange represents that the
Stock Component and the Collateral
component will satisfy the applicable
listing requirements under BZX Rule
14.11(c), including BZX Rules
21 The Exchange states that the Fund’s
investments will be consistent with the Fund’s
investment objective. The Fund does not presently
intend to engage in any form of borrowing for
investment purposes, and will not be operated as
a ‘‘leveraged ETF’’ or ‘‘inverse leveraged ETF,’’ i.e.,
it will not be operated in a manner designed to seek
a multiple or an inverse multiple of the
performance of an underlying reference index.
22 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
23 15 U.S.C. 78f(b)(5).
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14.11(c)(3) and (4) relating to equity and
fixed income securities index
components, respectively. The
Commission notes that, with respect to
the Options Strategy, all of the
standardized put options will be listed
and traded on U.S. exchanges, all of
which are members of the Intermarket
Surveillance Group (‘‘ISG’’). In addition,
all of the equity securities included in
the Stock Component will be listed and
traded on U.S. exchanges, all of which
are members of ISG. The Commission
further notes that, according to the
proposal, the Fund will be subject to the
other requirements as set forth in
Exchange rules applicable to Index
Fund Shares, including, but not limited
to, requirements relating to the
dissemination of key information such
as the Net Asset Value, the Intraday
Indicative Value, rules governing the
trading of equity and fixed income
securities, firewalls, trading hours, and
trading halts.
Under the proposal, the value of the
Underlying Index will be calculated and
widely disseminated at least once every
15 seconds during Regular Trading
Hours 24 and will be available from
major market data vendors, provided
however, that with respect to the fixed
income components of the Underlying
Index, the impact on the Underlying
Index will be updated and widely
disseminated at least once daily.25
Further, an Intraday Indicative Value
will be based upon the current value for
the components of the Disclosed
Portfolio and will be updated and
widely disseminated by one or more
major market data vendors and broadly
displayed at least every 15 seconds
during the Exchange’s Regular Trading
Hours. The Fund’s portfolio holdings
will be disclosed on the Fund’s website
daily after the close of trading on the
Exchange and prior to the opening of
trading on the Exchange the following
day.26
Quotation and last-sale information
for U.S. exchange-listed options
contracts cleared by The Options
Clearing Corporation will be available
via the Options Price Reporting
Authority. Intraday, closing, and
settlement prices of common stocks and
other exchange-listed instruments will
be readily available from the exchanges
trading such securities as well as
automated quotation systems, published
or other public sources, or online
information services such as Bloomberg
24 The Exchange’s ‘‘Regular Trading Hours’’ are
between 9:30 a.m. and 4:00 p.m. Eastern Time. See
BZX Rule 1.5(w).
25 See BZX Rule 14.11(c)(5)(A)(ii).
26 See BZX Rule 14.11(c)(1)(B)(iv).
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or Reuters. Quotation information from
brokers and dealers or pricing services
will be available for U.S. government
obligations, high quality securities
issued or guaranteed by the U.S.
government (in addition to Treasury
bills) and non-U.S. governments, and
each of their agencies and
instrumentalities, money market
instruments, convertible securities,
structured notes, non-exchange-listed
securities of other investment
companies, and OTC options.
The Commission also believes that the
proposal is designed to prevent trading
when a reasonable degree of
transparency cannot be assured. The
Exchange states that trading in the
Shares may be halted for market
conditions or for reasons that, in the
view of the Exchange, make trading
inadvisable. Similarly, trading in the
Shares will be halted if an interruption
to the dissemination of either of the
Intraday Indicative Value or the value of
the Underlying Index persists past the
trading day in which it occurred. The
Exchange will obtain a representation
from the issuer of the Shares that the
NAV per Share will be calculated daily
and made available to all market
participants at the same time.27 If the
Exchange becomes aware that the NAV
for the Shares is not being disseminated
to all market participants at the same
time or the daily public website
disclosure of portfolio holdings does not
occur, the Exchange will halt trading in
the Shares.28
The Exchange has represented that its
surveillance procedures are adequate to
properly monitor the trading of the
Shares on the Exchange during all
trading sessions and to deter and detect
violations of Exchange rules and the
applicable federal securities laws. The
Exchange has also represented that it
may obtain information regarding
trading in the Shares and other
exchange-traded securities and
instruments held by the Fund via the
ISG from other exchanges that are
members of the ISG or with which the
Exchange has entered into a
comprehensive surveillance sharing
agreement.
The Exchange has represented that all
statements and representations made in
this filing regarding the Underlying
Index composition; the description of
the portfolio or reference assets;
limitations on portfolio holdings or
reference assets; dissemination and
availability of the Underlying Index,
reference asset, and intraday indicative
values; and the applicability of
Exchange rules specified in this filing
shall constitute continued listing
requirements for the Shares.
The issuer has represented to the
Exchange that it will advise the
Exchange of any failure by the Fund to
comply with the continued listing
requirements, and, pursuant to its
obligations under Section 19(g)(1) of the
Act, the Exchange will surveil for
compliance with the continued listing
requirements. If the Fund is not in
compliance with the applicable listing
requirements, the Exchange will
commence delisting procedures under
BZX Rule 14.12. This approval order is
based on all of the Exchange’s
statements and representations,
including those set forth above and in
Amendment No. 1 to the proposed rule
change.
For the foregoing reasons, the
Commission finds that the proposed
rule change, as modified by Amendment
No. 1, is consistent with Section 6(b)(5)
of the Act 29 and the rules and
regulations thereunder applicable to a
national securities exchange.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,30 that the
proposed rule change (SR–CboeBZX–
2017–011), as modified by Amendment
No. 1 be, and it hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.31
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–05562 Filed 3–19–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33047; File No. 812–14848]
Triloma EIG Energy Income Fund, et al.
March 14, 2018.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of application for an order
under sections 17(d) and 57(i) of the
Investment Company Act of 1940 (the
‘‘Act’’) and rule 17d–1 under the Act to
permit certain joint transactions
otherwise prohibited by sections 17(d)
and 57(a)(4) of the Act and rule 17d–1
under the Act.
29 15
U.S.C. 78f(b)(5).
U.S.C. 78s(b)(2).
31 17 CFR 200.30–3(a)(12).
27 See
BZX Rule 14.11(c)(9)(A)(ii).
28 See BZX Rule 14.11(c)(1)(b)(iv).
VerDate Sep<11>2014
19:08 Mar 19, 2018
30 15
Jkt 244001
PO 00000
Frm 00075
Fmt 4703
Sfmt 4703
12221
Summary of Application: Applicants
request an order to permit certain
business development companies
(‘‘BDC’’) and closed-end management
investment companies to co-invest in
portfolio companies with each other and
with affiliated investment funds.
Applicants: Triloma EIG Energy
Income Fund (the ‘‘Perpetual Fund’’),
Triloma EIG Energy Income Fund—
Term I (the ‘‘Term Fund’’ and, together
with the Perpetual Fund, the ‘‘Existing
Regulated Entities’’); Triloma Energy
Advisors, LLC (‘‘Triloma’’); EIG Credit
Management Company, LLC (‘‘EIG’’);
EIG Asset Management, LLC, EIG Funds
Management, LLC, EIG Management
Company, LLC, EIG Global Energy
(Asia) Limited, EIG Harbour Energy
Advisor, L.P. (collectively, together with
EIG, the ‘‘Existing EIG Advisors’’); EIGGateway Direct Investments, L.P., EIG
Energy Fund XVI, L.P., EIG Energy Fund
XVI–B, L.P., EIG Energy Fund XVI–E,
L.P., EIG Energy Fund XVI (Cayman),
L.P., EIG Energy Fund XVI (Scotland),
L.P., EIG-Keats Energy Partners, L.P.,
NYCRS EIG Energy Partners, L.P., EIG
Sunsuper Co-Investment, L.P., EIG
Global Private Debt Fund-A, L.P., EIG
Global Private Debt Fund-A (UL), L.P.,
EIG Global Private Debt Sub B (UL),
L.P., EIG Energy Fund XVII, L.P., EIG
Energy Fund XVII–B, L.P., EIG Energy
Fund XVII (Scotland), L.P., EIG Energy
Fund XVII (Cayman), L.P., EIG-Emerson
Energy Partners, L.P., and Harbour
Energy Ltd. (collectively, the ‘‘Existing
Affiliated Investors’’).
Filing Dates: The application was
filed on November 30, 2017, and
amended on February 15, 2018.
Hearing or Notification of Hearing: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on April 9, 2018, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F St.
NE, Washington, DC 20549–1090.
Applicants: Triloma and the Existing
E:\FR\FM\20MRN1.SGM
20MRN1
]]>Agencies
[Federal Register Volume 83, Number 54 (Tuesday, March 20, 2018)]
[Notices]
[Pages 12218-12221]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-05562]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-82872; File No. SR-CboeBZX-2017-011]
Self-Regulatory Organizations; CboeBZX Exchange, Inc.; Order
Granting Approval of a Proposed Rule Change To List and Trade the
Common Shares of Beneficial Interest of the PowerShares Income Builder
Portfolio, a Series of PowerShares Exchange-Traded Fund Trust II
March 14, 2018.
I. Introduction
On December 1, 2017, CboeBZX Exchange, Inc. (``Exchange'' or
``BZX'') 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 the common shares of beneficial
interest of the PowerShares Income Builder Portfolio (``Fund''), a
series of PowerShares Exchange-Traded Fund Trust II (``Trust''), under
BZX Rule 14.11(c)(3). The proposed rule change was published for
comment in the Federal Register on December 20, 2017.\3\ On January 22,
2018, pursuant to Section 19(b)(2) of the Act,\4\ 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.\5\ On
March 6, 2018, the Exchange filed Amendment No. 1 to the proposed rule
change.\6\ The Commission has received no comments on the proposal. The
Commission is approving the proposed rule change, as modified by
Amendment No. 1.
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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. 82328 (Dec. 14,
2017), 82 FR 60443 (Dec. 20, 2017).
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 82559 (Jan. 22,
2018), 83 FR 3820 (Jan. 26, 2018).
\6\ In Amendment No. 1, which amended and replaced the proposed
rule change in its entirety, the Exchange: (1) Corrected certain
references to its rules; (2) supplemented information regarding
requirements applicable to investment advisers, including
information with respect to firewalls and procedures designed to
prevent the use and dissemination of material, nonpublic information
regarding the Fund's portfolio; (3) corrected the definition and
usage of certain defined terms; (4) clarified that the Fund will not
be a leveraged or inverse-leveraged fund and will not use derivative
instruments to enhance leverage; (5) conformed its representations
regarding the calculation and dissemination of the Underlying Index
(as defined herein) and information relating to trading halts in
accordance with applicable BZX rules; (6) supplemented information
regarding pricing availability with respect to holdings in non-
exchange-listed securities of other investment companies; and (7)
made other technical, non-substantive, and conforming changes.
Because Amendment No. 1 does not materially alter the substance of
the proposed rule change or raise unique or novel regulatory issues,
it is not subject to notice and comment. Amendment No. 1 is
available at: https://www.sec.gov/comments/sr-cboebzx-2017-011/cboebzx2017011-3206088-162013.pdf.
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II. Exchange's Description of the Proposal \7\
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\7\ A more detailed description of the Trust, the Fund, and the
Shares, as well as information regarding the methodology of the
Underlying Index (as defined herein), the Fund's portfolio holdings,
and the Fund's investment restrictions are included in Amendment No.
1 to the proposed rule change and Registration Statement (as defined
herein). See Amendment No. 1, supra note 6; Registration Statement,
infra note 8 and accompanying text.
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The Exchange proposes to list and trade the Shares under BZX Rule
14.11(c)(5), which governs the listing and trading of Index Fund Shares
based on equity and fixed income securities. The Fund will be a
passively managed, index-based exchange-traded fund (``ETF''), and it
is a series of the Trust. The Trust is registered with the Commission
as an open-end management investment company and has filed a post-
effective amendment to its registration statement on Form N-1A
(``Registration Statement'') with the Commission.\8\ Invesco
PowerShares Capital Management LLC will be the investment adviser
(``Adviser''), and Invesco Advisers, Inc. will be the investment sub-
adviser (``Sub-Adviser''), to the Fund. The Adviser and the Sub-Adviser
are affiliated with a broker-dealer and have implemented, and will
maintain, a fire wall with respect to the broker-dealer affiliate
regarding access to information concerning the composition of, or
changes to, the Fund's portfolio.
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\8\ See Registration Statement on Form N-1A for the Trust, filed
on July 31, 2017 (File Nos. 333-138490 and 811-21977). According to
the Exchange, the Commission has issued an order granting certain
exemptive relief (``Exemptive Order'') with respect to the Trust
under the Investment Company Act of 1940 (``1940 Act''). See
Investment Company Act Release No. 27841 (May 25, 2007) (File No.
812-13335).
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The Fund's investment objective is to seek to track the investment
results (before fees and expenses) of the Goldman Sachs Bond Buyers
Equity Basket Index (``Underlying Index''). The Underlying Index is
designed to measure the performance of a hypothetical portfolio of
common equity stocks with an overlay of fully-collateralized written
put options on those stocks. Solactive AG (``Calculation Agent'')
maintains, calculates, and publishes the value of the Underlying Index
on each business day. The Calculation Agent is not registered as an
investment adviser or broker-dealer and is not affiliated with any
broker-dealers. The Calculation Agent also has implemented and will
maintain procedures designed to prevent the use and dissemination of
material, nonpublic information regarding the Underlying Index as
required under BZX Rule 14.11(c)(5)(A)(iii).
The Exchange states that it has submitted the proposed rule change
because the Underlying Index for the Fund does not meet all of the
listing requirements of BZX Rule 14.11(c)(5), which applies to Index
Fund Shares based on an index that consists of both equity securities
and fixed income securities. BZX Rule 14.11(c)(5) requires that the
equity and fixed income component securities separately meet the
criteria set forth in BZX Rules 14.11(c)(3) and (4), applicable to
equity and fixed income securities indexes,
[[Page 12219]]
respectively. Specifically, the Fund does not meet all of the listing
requirements of BZX Rule 14.11(c)(5) because the Underlying Index
partially consists of put options, in addition to equity and fixed
income securities.
A. Description of the Underlying Index
The Underlying Index will consist of a mixture of: (1) 100 U.S.
exchange-listed, large capitalization common stocks that have listed
options traded on a U.S. exchange (``Stock Component''); (2) put
options that are sold (``written'') on those same 100 stocks that make
up the Stock Component (``Options Strategy''); and (3) Treasury bills
(``Collateral''), which are intended to collateralize the Options
Strategy. The selection of common stocks for the Stock Component, the
selection of strike prices of the fully-collateralized put options for
the Options Strategy, and the asset allocation between the Stock
Component and Collateral are determined pursuant to the Underlying
Index's methodology.\9\ According to the Exchange, the Underlying Index
is designed to obtain yield from three sources: (1) The dividends and
returns on the common stocks in the Stock Component; (2) the premiums
received from the put options sold via the Options Strategy; \10\ and
(3) the yield from Treasury bills serving as Collateral.\11\
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\9\ A more detailed description of the methodology of the
Underlying Index can be found in Amendment No. 1 to the proposed
rule change and Registration Statement. See supra note 7.
\10\ A put option seller will incur a loss if the put option
expires in-the-money at the expiration date or if the in-the-money
put option is exercised by the option holder and, in each case, the
in-the-money amount is greater than the purchase price of the put
option (``premium'') collected by the put option seller. A put
option seller will recognize a realized gain if the put option
expires ``out of the money'' (i.e., the underlying stock price is
below the put option strike price).
\11\ The amount of the premiums received from selling options
largely involves the level of implied volatility of the underlying
reference security: the measurement of how much the market price of
the underlying reference security historically varied from day to
day over a specific period of time. The higher the implied
volatility, the more likely the underlying reference security will
experience large price changes. Another factor bearing on the put
option premium is the time value of the options. The more time that
remains until the expiration date of the option, the greater the
amount of time that an option trade has to become profitable due to
a favorable move in the underlying reference security. As a result,
investors are willing to pay a higher premium for more time until
the expiration date of an option (and conversely, as the expiration
date of an option approaches, the market price of the option
decreases, and down to zero if the option remains out-of-the-money
on the expiration date of the option).
---------------------------------------------------------------------------
The Options Strategy writes or sells put options on the 100 stocks
included in the Stock Component. Those put options are standardized
options listed and traded on U.S. exchanges and will have terms of at
least six but no more than eighteen months as of each quarterly
rebalance date. The strike price for each put option will be selected,
in accordance with the Underlying Index's methodology, at an amount
that will generate a premium that (when annualized) is as close as
possible to the expected return of the underlying stock. The put
options related to the Options Strategy will have expirations between
six and eighteen months. All put options in the Underlying Index are
fully collateralized with Treasury bills in an amount equal to the
outstanding notional value of the put options. The Collateral may also
include the premiums collected on the put options.
The Underlying Index is rebalanced quarterly in March, June,
September, and December, typically on the Friday before the third
Saturday of the month (``rebalance date''). The 100 common stocks to be
included in the Stock Component are made available one week prior to
the rebalance date. The put option strike prices and weights of the
Underlying Index's components will be made available prior to the end
of the business day on the rebalance date.
B. Description of the Fund
Under normal market conditions,\12\ the Fund will seek to achieve
its investment objective by generally investing at least 90% of its
total assets in the components of the Underlying Index.\13\ The Fund
will use an ``indexing'' investment approach to seek to achieve its
investment objective. The Adviser will seek a correlation over time of
0.95 or better between the Fund's performance and the performance of
the Underlying Index (a correlation of 1.00 would represent perfect
correlation).\14\ The Fund generally will employ a ``full replication''
methodology, meaning that generally it will seek to invest in all of
the components of the Underlying Index (i.e., all of the stocks in the
Stock Component, the Options Strategy, and the Collateral for the put
options) in proportion to their weightings in the Underlying Index.
However, under various circumstances, it may not be possible or
practicable for the Fund to purchase all of the components of the
Underlying Index in the same weightings as the Underlying Index. In
those circumstances, the Fund may purchase a representative sample of
securities in the Underlying Index in pursuing its investment
objective.\15\
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\12\ The term ``normal market conditions'' includes, but is not
limited to, the absence of trading halts in the applicable financial
markets generally; operational issues causing dissemination of
inaccurate market information or system failures; 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.
\13\ The Fund will operate as an index fund and will not be
actively managed. Therefore, the Fund will not adopt temporary
defensive strategies. It will continue to invest at least 90% of its
assets in the components of the Underlying Index, in accordance with
the terms of its Exemptive Order, even during unusual market
conditions, including extreme volatility or trading halts in the
financial markets generally.
\14\ Another means of evaluating the relationship between the
returns of the Fund and the Underlying Index is to assess the
``tracking error'' between the two. Tracking error means the
variation between the Fund's annual return and the return of the
Underlying Index, expressed in terms of standard deviation. The Fund
seeks to have a tracking error of less than 5%, measured on a
monthly basis over a one-year period by taking the standard
deviation of the difference in the Fund's returns versus the
Underlying Index's returns.
\15\ A ``sampling'' methodology means that the Adviser (or Sub-
Adviser) will use a quantitative analysis to select component
securities of the Underlying Index for the Fund's portfolio that are
a representative sample of securities that have, in the aggregate,
investment characteristics similar to the Underlying Index in terms
of key risk factors, performance attributes and other
characteristics. These include industry weightings, market
capitalization, return variability, earnings valuation, yield and
other financial characteristics of securities. When employing a
sampling methodology, the Adviser (or Sub-Adviser) bases the
quantity of holdings in the Fund on a number of factors, including
asset size of the Fund, and generally expects the Fund to hold less
than the total number of securities in the Underlying Index.
However, the Adviser (or Sub-Adviser) reserves the right to invest
the Fund in as many securities as it believes necessary to achieve
the Fund's investment objective.
---------------------------------------------------------------------------
After investing at least 90% of its total assets in components of
the Underlying Index, the Fund may invest up to 10% of its total assets
in the following: (i) Exchange-traded U.S. equity securities not
included in the Underlying Index, but which the Adviser or Sub-Adviser
believes will help the Fund to track the Underlying Index; \16\ (ii)
high quality securities issued or guaranteed by the U.S. government (in
addition to Treasury bills) and non-U.S. governments, and each of their
agencies and instrumentalities; (iii) money market instruments,
including repurchase agreements or other funds which invest exclusively
in money market instruments (subject to applicable limitations under
the 1940 Act, or exemptions therefrom); \17\ (iv)
[[Page 12220]]
convertible securities; (v) structured notes;\18\ (vi) securities of
other investment companies (including affiliated and unaffiliated
funds, such as open-end or closed-end management investment companies,
and other ETFs) beyond the limits permitted under the 1940 Act, subject
to certain terms and conditions set forth in a Commission exemptive
order issued to the Trust pursuant to Section 12(d)(1)(J) of the 1940
Act; and (vii) over-the-counter (``OTC'') options.\19\
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\16\ For example, there may be instances in which the Adviser or
Sub-Adviser may choose to purchase or sell securities not in the
Underlying Index which the Adviser or Sub-Adviser believes are
appropriate to substitute for one or more Underlying Index
components in seeking to replicate, before fees and expenses, the
performance of the Underlying Index.
\17\ The Fund may invest in repurchase agreements with
commercial banks, brokers or dealers to generate income from its
excess cash balances and to invest securities lending cash
collateral.
\18\ Structured notes are derivative securities for which the
amount of principal repayment or interest payments is based on the
movement of one or more factors, including but not limited to,
currency exchange rates, interest rates (such as the prime lending
rate or LIBOR), referenced bonds, and stock indices.
\19\ The Fund may use OTC options, together with positions in
cash and money market instruments, to simulate full investment in
the Underlying Index. The Fund will only enter into OTC options with
counterparties that the Adviser or Sub-Adviser reasonably believes
are capable of performing under the contract, and the Fund will post
collateral as required by the counterparty and applicable
regulations. The Adviser or Sub-Adviser will attempt to mitigate the
Fund's respective credit risk by transacting, where possible, with
large, well-capitalized institutions using measures designed to
determine the creditworthiness of the counterparty. The Adviser and
Sub-Adviser will evaluate the creditworthiness of counterparties on
a regular basis. In addition to information provided by credit
agencies, the Adviser and Sub-Adviser will review approved
counterparties using various factors, which may include the
counterparty's reputation, the Adviser's or Sub-Adviser's past
experience with the counterparty, and the price and market actions
of debt of the counterparty. The Fund may also use various
techniques to minimize credit risk, including early termination or
reset and payment, using different counterparties, and limiting the
net amount due from any individual counterparty. However, the risk
of losses to the Fund resulting from counterparty default is still
possible.
---------------------------------------------------------------------------
The Fund may hold up to an aggregate amount of 15% of its net
assets (calculated at the time of investment) in assets deemed illiquid
by the Adviser or Sub-Adviser.\20\ 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 securities or other illiquid assets. The Fund will not be a
leveraged or inverse leveraged fund and will not use derivative
instruments to enhance leverage.\21\
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\20\ In reaching liquidity decisions, the Adviser or Sub-Adviser
may consider the following factors: The frequency of trades and
quotes for the security; the number of dealers wishing to purchase
or sell the security and the number of other potential purchasers;
dealer undertakings to make a market in the security; and the nature
of the security and the nature of the marketplace in which it trades
(e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of transfer).
\21\ The Exchange states that the Fund's investments will be
consistent with the Fund's investment objective. The Fund does not
presently intend to engage in any form of borrowing for investment
purposes, and will not be operated as a ``leveraged ETF'' or
``inverse leveraged ETF,'' i.e., it will not be operated in a manner
designed to seek a multiple or an inverse multiple of the
performance of an underlying reference index.
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III. Discussion and Commission Findings
After careful review, the Commission finds that the proposed rule
change, as modified by Amendment No. 1, is consistent with the Act and
the rules and regulations thereunder applicable to a national
securities exchange.\22\ In particular, the Commission finds that the
proposal is consistent with Section 6(b)(5) of the Act,\23\ which
requires, among other things, that the Exchange's rules be designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, to remove impediments to and perfect
the mechanism of a free and open market and a national market system,
and, in general, to protect investors and the public interest.
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\22\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\23\ 15 U.S.C. 78f(b)(5).
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Under the proposal, the Exchange represents that, under normal
market conditions, the Fund will hold a substantial amount (at least
90%) of its net assets in the components of the Underlying Index, which
includes: (1) The Stock Component, consisting of 100 U.S. exchange-
listed, large capitalization common stocks that have listed options
traded on a U.S. exchange; (2) the Options Strategy, consisting of
standardized put options listed and traded on U.S. exchanges and that
are sold on those same 100 stocks that make up the Stock Component; and
(3) Collateral consisting of Treasury bills intended to collateralize
the Options Strategy. According to the Exchange, the Shares will be
listed and traded on the Exchange pursuant to the listing criteria in
BZX Rule 14.11(c)(5) and will therefore comply with all of the
requirements therein, except that the Underlying Index will consist, in
part, of U.S. exchange listed written put options based on U.S.
exchange-listed equity securities.
The Exchange represents that the Stock Component and the Collateral
component will satisfy the applicable listing requirements under BZX
Rule 14.11(c), including BZX Rules 14.11(c)(3) and (4) relating to
equity and fixed income securities index components, respectively. The
Commission notes that, with respect to the Options Strategy, all of the
standardized put options will be listed and traded on U.S. exchanges,
all of which are members of the Intermarket Surveillance Group
(``ISG''). In addition, all of the equity securities included in the
Stock Component will be listed and traded on U.S. exchanges, all of
which are members of ISG. The Commission further notes that, according
to the proposal, the Fund will be subject to the other requirements as
set forth in Exchange rules applicable to Index Fund Shares, including,
but not limited to, requirements relating to the dissemination of key
information such as the Net Asset Value, the Intraday Indicative Value,
rules governing the trading of equity and fixed income securities,
firewalls, trading hours, and trading halts.
Under the proposal, the value of the Underlying Index will be
calculated and widely disseminated at least once every 15 seconds
during Regular Trading Hours \24\ and will be available from major
market data vendors, provided however, that with respect to the fixed
income components of the Underlying Index, the impact on the Underlying
Index will be updated and widely disseminated at least once daily.\25\
Further, an Intraday Indicative Value will be based upon the current
value for the components of the Disclosed Portfolio and will be updated
and widely disseminated by one or more major market data vendors and
broadly displayed at least every 15 seconds during the Exchange's
Regular Trading Hours. The Fund's portfolio holdings will be disclosed
on the Fund's website daily after the close of trading on the Exchange
and prior to the opening of trading on the Exchange the following
day.\26\
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\24\ The Exchange's ``Regular Trading Hours'' are between 9:30
a.m. and 4:00 p.m. Eastern Time. See BZX Rule 1.5(w).
\25\ See BZX Rule 14.11(c)(5)(A)(ii).
\26\ See BZX Rule 14.11(c)(1)(B)(iv).
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Quotation and last-sale information for U.S. exchange-listed
options contracts cleared by The Options Clearing Corporation will be
available via the Options Price Reporting Authority. Intraday, closing,
and settlement prices of common stocks and other exchange-listed
instruments will be readily available from the exchanges trading such
securities as well as automated quotation systems, published or other
public sources, or online information services such as Bloomberg
[[Page 12221]]
or Reuters. Quotation information from brokers and dealers or pricing
services will be available for U.S. government obligations, high
quality securities issued or guaranteed by the U.S. government (in
addition to Treasury bills) and non-U.S. governments, and each of their
agencies and instrumentalities, money market instruments, convertible
securities, structured notes, non-exchange-listed securities of other
investment companies, and OTC options.
The Commission also believes that the proposal is designed to
prevent trading when a reasonable degree of transparency cannot be
assured. The Exchange states that trading in the Shares may be halted
for market conditions or for reasons that, in the view of the Exchange,
make trading inadvisable. Similarly, trading in the Shares will be
halted if an interruption to the dissemination of either of the
Intraday Indicative Value or the value of the Underlying Index persists
past the trading day in which it occurred. The Exchange will obtain a
representation from the issuer of the Shares that the NAV per Share
will be calculated daily and made available to all market participants
at the same time.\27\ If the Exchange becomes aware that the NAV for
the Shares is not being disseminated to all market participants at the
same time or the daily public website disclosure of portfolio holdings
does not occur, the Exchange will halt trading in the Shares.\28\
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\27\ See BZX Rule 14.11(c)(9)(A)(ii).
\28\ See BZX Rule 14.11(c)(1)(b)(iv).
---------------------------------------------------------------------------
The Exchange has represented that its surveillance procedures are
adequate to properly monitor the trading of the Shares on the Exchange
during all trading sessions and to deter and detect violations of
Exchange rules and the applicable federal securities laws. The Exchange
has also represented that it may obtain information regarding trading
in the Shares and other exchange-traded securities and instruments held
by the Fund via the ISG from other exchanges that are members of the
ISG or with which the Exchange has entered into a comprehensive
surveillance sharing agreement.
The Exchange has represented that all statements and
representations made in this filing regarding the Underlying Index
composition; the description of the portfolio or reference assets;
limitations on portfolio holdings or reference assets; dissemination
and availability of the Underlying Index, reference asset, and intraday
indicative values; and the applicability of Exchange rules specified in
this filing shall constitute continued listing requirements for the
Shares.
The issuer has represented to the Exchange that it will advise the
Exchange of any failure by the Fund to comply with the continued
listing requirements, and, pursuant to its obligations under Section
19(g)(1) of the Act, the Exchange will surveil for compliance with the
continued listing requirements. If the Fund is not in compliance with
the applicable listing requirements, the Exchange will commence
delisting procedures under BZX Rule 14.12. This approval order is based
on all of the Exchange's statements and representations, including
those set forth above and in Amendment No. 1 to the proposed rule
change.
For the foregoing reasons, the Commission finds that the proposed
rule change, as modified by Amendment No. 1, is consistent with Section
6(b)(5) of the Act \29\ and the rules and regulations thereunder
applicable to a national securities exchange.
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\29\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\30\ that the proposed rule change (SR-CboeBZX-2017-011), as
modified by Amendment No. 1 be, and it hereby is, approved.
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\30\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
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\31\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-05562 Filed 3-19-18; 8:45 am]
BILLING CODE 8011-01-P
