Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To List and Trade Under BZX Rule 14.11(c)(4) Shares of the iShares Long-Term National Muni Bond ETF of iShares Trust, 22722-22726 [2018-10377]

Download as PDF 22722 Federal Register / Vol. 83, No. 95 / Wednesday, May 16, 2018 / Notices sradovich on DSK3GMQ082PROD with NOTICES same or better conditions (in any other circumstance).8 5. Applicants also believe that the limited relief from section 18(f)(1) of the Act that is necessary to implement the facility (because the lending Funds are not banks) is appropriate in light of the conditions and safeguards described in the application and because the openend Funds would remain subject to the requirement of section 18(f)(1) that all borrowings of the open-end Fund, including combined interfund loans and bank borrowings, have at least 300% asset coverage. 6. Section 6(c) of the Act permits the Commission to exempt any persons or transactions from any provision of the Act if such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Section 12(d)(1)(J) of the Act provides that the Commission may exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision of section 12(d)(1) if the exemption is consistent with the public interest and the protection of investors. Section 17(b) of the Act authorizes the Commission to grant an order permitting a transaction otherwise prohibited by section 17(a) if it finds that (a) the terms of the proposed transaction are fair and reasonable and do not involve overreaching on the part of any person concerned; (b) the proposed transaction is consistent with the policies of each registered investment company involved; and (c) the proposed transaction is consistent with the general purposes of the Act. Rule 17d–1(b) under the Act provides that in passing upon an application filed under the rule, the Commission will consider whether the participation of the registered investment company in a joint enterprise, joint arrangement or profit sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the Act and the extent to which such participation is on a basis different from or less advantageous than that of the other participants. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–10383 Filed 5–15–18; 8:45 am] BILLING CODE 8011–01–P 8 Applicants state that any pledge of securities to secure an interfund loan could constitute a purchase of securities for purposes of section 17(a)(2) of the Act. VerDate Sep<11>2014 17:34 May 15, 2018 Jkt 244001 SECURITIES AND EXCHANGE COMMISSION the most significant parts of such statements. [Release No. 34–83206; File No. SR– CboeBZX–2018–033] A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To List and Trade Under BZX Rule 14.11(c)(4) Shares of the iShares Long-Term National Muni Bond ETF of iShares Trust May 10, 2018. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on May 3, 2018, Cboe BZX Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange has designated this proposal as a ‘‘noncontroversial’’ proposed rule change pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b–4(f)(6)(iii) thereunder,4 which renders it effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange filed a proposal to list and trade under BZX Rule 14.11(c)(4) the shares of the iShares Long-Term National Muni Bond ETF (the ‘‘Fund’’) of iShares Trust (the ‘‘Trust’’). The text of the proposed rule change is available at the Exchange’s website at www.markets.cboe.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b–4(f)(6)(iii). 2 17 PO 00000 Frm 00112 Fmt 4703 Sfmt 4703 1. Purpose The Exchange proposes to list and trade shares (‘‘Shares’’) of the Fund under BZX Rule 14.11(c)(4),5 which governs the listing and trading of index fund shares based on fixed income securities indexes.6 The Shares will be offered by the Trust, which was established as a Delaware statutory trust on December 16, 1999. The Trust is registered with the Commission as an open-end investment company and has filed a registration statement on behalf of the Fund on Form N–1A (‘‘Registration Statement’’) with the Commission.7 Rule 14.11(c)(4)(B)(i)(b) requires that component fixed income securities that, in the aggregate, account for at least 75% of the weight of the index or portfolio shall have a minimum principal amount outstanding of $100 million or more. The Exchange submits this proposal because the Underlying 5 The Commission approved BZX Rule 14.11(c) in Securities Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 (September 6, 2011) (SR– BATS–2011–018). 6 The Commission previously has approved proposed rule changes relating to listing and trading of funds based on municipal bond indexes. See Securities Exchange Act Release Nos. 78329 (July 14, 2016), 81 FR 47217 (July 20, 2016) (SR– BatsBZX–2016–01) (order approving the listing and trading of the following series of VanEck Vectors ETF Trust: VanEck Vectors AMT-Free 6–8 Year Municipal Index ETF; VanEck Vectors AMT-Free 8– 12 Year Municipal Index ETF; and VanEck Vectors AMT-Free 12–17 Year Municipal Index ETF); 67985 (October 4, 2012), 77 FR 61804 (October 11, 2012) (SR–NYSEArca–2012–92) (order approving proposed rule change relating to the listing and trading of iShares 2018 S&P AMT-Free Municipal Series and iShares 2019 S&P AMT-Free Municipal Series under NYSE Arca, Inc. (‘‘NYSE Arca’’) Rule 5.2(j)(3), Commentary .02); 72523 (July 2, 2014), 79 FR 39016 (July 9, 2014) (SR–NYSEArca–2014–37) (order approving proposed rule change relating to the listing and trading of iShares 2020 S&P AMTFree Municipal Series under NYSE Arca Rule 5.2(j)(3), Commentary .02); and 75468 (July 16, 2015), 80 FR 43500 (July 22, 2015) (SR–NYSEArca– 2015–25) (order approving proposed rule change relating to the listing and trading of the iShares iBonds Dec 2021 AMT-Free Muni Bond ETF and iShares iBonds Dec 2022 AMT-Free Muni Bond ETF under NYSE Arca Rule 5.2(j)(3), Commentary .02). 7 See Registration Statement on Form N–1A for the Trust, dated January 9, 2018 (File Nos. 333– 92935 and 811–09729). The descriptions of the Fund and the Shares contained herein are based, in part, on information in the Registration Statement. The Commission has issued an order granting certain exemptive relief to the Trust under the Investment Company Act of 1940 (15 U.S.C. 80a– 1) (‘‘1940 Act’’) (the ‘‘Exemptive Order’’). See Investment Company Act Release No. 28021 (October 24, 2007) (File No. 812–13426). E:\FR\FM\16MYN1.SGM 16MYN1 Federal Register / Vol. 83, No. 95 / Wednesday, May 16, 2018 / Notices Index does not meet this requirement. The Underlying Index does, however, meet all of the other requirements of Rule 14.11(c)(4). Description of the Shares and the Fund BlackRock Fund Advisors is the investment adviser (‘‘BFA’’ or ‘‘Adviser’’) to the Fund.8 State Street Bank and Trust Company is the administrator, custodian, and transfer agent (‘‘Administrator,’’ ‘‘Custodian,’’ and ‘‘Transfer Agent,’’ respectively) for the Trust. S&P is the index provider (the ‘‘Index Provider’’) for the Fund. BlackRock Investments, LLC serves as the distributor (‘‘Distributor’’) for the Trust. sradovich on DSK3GMQ082PROD with NOTICES S&P 15+ Year National AMT-Free Municipal Bond Index According to the Registration Statement, the Fund will seek to track the investment results of the S&P 15+ Year National AMT-Free Municipal Bond Index (the ‘‘Underlying Index’’), which measures the performance of the investment-grade segment of the U.S. municipal bond market with remaining maturities greater than or equal to fifteen years. The Underlying Index primarily includes municipal bonds from issuers that are state or local governments or agencies such that the interest on each such bond is exempt from U.S. federal income taxes and the federal alternative minimum tax (‘‘AMT’’). As of February 13, 2018, the Underlying Index included 3,637 component fixed income municipal bond securities from issuers in 45 different states or U.S. territories.9 The most heavily weighted security in the Underlying Index represented approximately 0.32% of the total weight of the Underlying Index and the aggregate weight of the top five most heavily weighted securities in the Underlying Index represented less than 1.36% of the total weight of the Underlying Index. Approximately 40.01% of the weight of the components in the Underlying Index had a minimum original principal outstanding of $100 million or more. In addition, the total dollar amount outstanding of issues in the Underlying Index was approximately $239,414,133,037 and the average dollar amount outstanding of issues in the Underlying Index was approximately $65,827,367. 8 BFA is an indirect wholly owned subsidiary of BlackRock, Inc. 9 Unless otherwise noted, all statistics related to the Underlying Index presented hereafter were accurate as of February 13, 2018. VerDate Sep<11>2014 17:34 May 15, 2018 Jkt 244001 Under normal market conditions,10 the Fund will invest at least 90% of its assets in the component securities of the Underlying Index. With respect to the remaining 10% of its assets, the Fund may invest in certain futures, options and swap contracts, cash and cash equivalents, including shares of money market funds advised by BFA or its affiliates, as well as in securities not included in the Underlying Index, but which BFA believes will help the Fund track the Underlying Index. Requirement for Index Constituents Each bond in the Underlying Index must be denominated in U.S. dollars, must be a constituent of an offering where the original offering amount was at least $100 million, and must have a minimum par amount of $25 million. To remain in the Underlying Index, bonds must maintain a minimum par amount greater than or equal to $25 million as of the next rebalancing date. The Underlying Index primarily includes municipal bonds from issuers that are state or local governments or agencies such that the interest on each such bond is exempt from U.S. federal income taxes and the federal alternative minimum tax (‘‘AMT’’). Each bond in the Underlying Index must have a rating of at least BBB¥ by S&P Global Ratings, Baa3 by Moody’s Investors Service, Inc., or BBB¥ by Fitch Ratings, Inc. A bond must be rated by at least one of these three rating agencies in order to qualify for the Underlying Index, and the lowest rating will be used in determining if the bond is investment-grade. Discussion Based on the characteristics of the Underlying Index and the representations made in the Requirements for Index Constituents section above, the Exchange believes it is appropriate to allow the listing and trading of the Shares. The Underlying Index and Fund satisfy all of the generic listing requirements for Index Fund Shares based on a fixed income index, except for the minimum principal amount outstanding requirement of 14.11(c)(4)(B)(i)(b). A fundamental purpose behind the minimum principal amount outstanding requirement is to ensure that component securities of an index are sufficiently liquid such that the potential for index manipulation is 10 The term ‘‘normal market conditions’’ includes, but is not limited to, the absence of trading halts in the applicable financial markets generally; operational issues (e.g., systems failure) causing dissemination of inaccurate market information; or force majeure type events such as natural or manmade disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance. PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 22723 reduced. With this in mind, the Exchange notes that the representations in the Requirements for Index Constituents for the Underlying Index are identical to the representations made regarding the S&P National AMTFree Municipal Bond Index (the ‘‘Comparable Index’’), which underlies a series of Index Fund Shares that were previously approved for listing and trading by the Commission.11 In the Approval Order, the Commission highlighted the representations that the Comparable Index would, on a continuous basis, contain at least 500 component securities and that at least 90% of the weight of the Comparable Index will be comprised of securities that have a minimum par amount of $25 million and were a constituent of an offering where the original offering amount was at least $100 million. The Exchange believes that because these representations regarding diversification and the lack of concentration among constituent securities provides a strong degree of protection against index manipulation that is consistent with other proposals that have been approved for listing and trading by the Commission. In addition, the Exchange represents that: (1) Except for Rule 14.11(c)(4)(B)(i)(b), the Underyling [sic] index currently satisfies all of the generic listing standards under Rule 14.11(c)(4); (2) the continued listing standards under Rule 14.11(c), as applicable to Index Fund Shares based on fixed income securities, will apply to the shares of the Fund; and (3) the issuer of the Fund is required to comply with Rule 10A–3 12 under the Act for the initial and continued listing of the Shares. In addition, the Exchange represents that the Fund will comply with all other requirements applicable to Index Fund Shares, including, but not limited to, requirements relating to the dissemination of key information such as the value of the Underyling [sic] Index and the Intraday Indicative Value (‘‘IIV’’),13 rules governing the trading of equity securities, trading hours, trading halts, surveillance, information barriers and the Information Circular, as set 11 The Comparable Index underlies the iShares National Muni Bond ETF. See Securities Exchange Act Release No. 82295 (December 12, 2017), 82 FR 60056 (December 18, 2017) (SR–NYSEArca–2017– 56) (the ‘‘Approval Order’’). 12 17 CFR 240.10A–3. 13 The IIV will be widely disseminated by one or more major market data vendors at least every 15 seconds during the Exchange’s Regular Trading Hours. Currently, it is the Exchange’s understanding that several major market data vendors display and/or make widely available IIVs taken from the Consolidated Tape Association (‘‘CTA’’) or other data feeds. E:\FR\FM\16MYN1.SGM 16MYN1 sradovich on DSK3GMQ082PROD with NOTICES 22724 Federal Register / Vol. 83, No. 95 / Wednesday, May 16, 2018 / Notices forth in the Exchange rules applicable to Index Fund Shares and prior Commission orders approving the generic listing rules applicable to the listing and trading of Index Fund Shares. The current value of the Underlying Index will be widely disseminated by one or more major market data vendors at least once per day, as required by Rule 14.11(c)(4)(C)(ii). The portfolio of securities held by the Fund will be disclosed daily on the Fund’s website. Further, the Fund’s website will contain the Fund’s prospectus and additional data relating to net asset value (‘‘NAV’’) and other applicable quantitative information. The issuer has represented that the NAV will be calculated daily and will be made available to all market participants at the same time. The Index Provider is not a broker-dealer and is not affiliated with a broker-dealer. To the extent that the Index Provider becomes a broker-dealer or becomes affiliated with a broker-dealer, the Index Provider will implement and will maintain a ‘‘fire wall’’ around the personnel who have access to information concerning changes and adjustments to the Underlying Index and the Underlying Index shall be calculated by a third party who is not a broker-dealer or fund advisor. In addition, any advisory committee, supervisory board or similar entity that advises the Index Provider or that makes decisions on the Index, methodology and related matters, will implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of material non-public information regarding the Underlying Index. The Exchange’s existing rules require that the issuer of the Fund notify the Exchange of any material change to the methodology used to determine the composition of the Underlying Index and, therefore, if the methodology of the Underlying Index was changed in a manner that would materially alter its existing composition, the Exchange would have advance notice and would evaluate the modifications to determine whether the Underyling [sic] Index remained sufficiently broad-based and well diversified. Price information regarding municipal bonds, convertible securities, and nonexchange traded assets, including investment companies, derivatives, money market instruments, repurchase agreements, structured notes, participation notes, and when-issued securities is available from third party pricing services and major market data vendors. For exchange-traded assets, including investment companies, VerDate Sep<11>2014 17:34 May 15, 2018 Jkt 244001 futures, warrants, and options, such intraday information is available directly from the applicable listing exchange. Surveillance The Exchange represents that trading in the shares of the Fund will be subject to the existing trading surveillances, administered by the Financial Industry Regulatory Authority (‘‘FINRA’’) on behalf of the Exchange, or by regulatory staff of the Exchange, which are designed to detect violations of Exchange rules and applicable federal securities laws. The Exchange represents that these procedures are adequate to properly monitor Exchange trading of the shares of the Fund in all trading sessions and to deter and detect violations of Exchange rules and federal securities laws applicable to trading on the Exchange.14 The surveillances referred to above generally focus on detecting securities trading outside their normal patterns, which could be indicative of manipulative or other violative activity. When such situations are detected, surveillance analysis follows and investigations are opened, where appropriate, to review the behavior of all relevant parties for all relevant trading violations. The Exchange or FINRA, on behalf of the Exchange, or both, will communicate as needed regarding trading in the Shares and ETFs with other markets and other entities that are members of the ISG, and the Exchange or FINRA, on behalf of the Exchange, or both, may obtain trading information regarding trading in the Shares and ETFs from such markets and other entities. In addition, the Exchange may obtain information regarding trading in the Shares and ETFs from markets and other entities that are members of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. In addition, FINRA, on behalf of the Exchange, is able to access, as needed, trade information for certain fixed income securities held by a Fund reported to FINRA’s Trade Reporting and Compliance Engine (‘‘TRACE’’). FINRA also can access data obtained from the Municipal Securities Rulemaking Board (‘‘MSRB’’) relating to municipal bond trading activity for surveillance purposes in connection with trading in the Shares. 14 FINRA conducts cross-market surveillances on behalf of the exchange pursuant to a regulatory services agreement. The Exchange is responsible for FINRA’s performance under this regulatory services agreement. PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 2. Statutory Basis The Exchange believes that the proposal is consistent with Section 6(b) of the Act 15 in general and Section 6(b)(5) of the Act 16 in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, 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. The Exchange believes that the proposed rule change is designed to prevent fraudulent and manipulative acts and practices in that the shares of the Fund will be listed and traded on the Exchange pursuant to the initial and continued listing criteria for Index Fund Shares based on a fixed income index in Rule 14.11(c)(4), except for the minimum principal amount outstanding requirement of 14.11(c)(4)(B)(i)(b). The Exchange represents that trading in the shares of the Fund will be subject to the existing trading surveillances administered by the Exchange as well as cross-market surveillances administered by the FINRA on behalf of the Exchange, which are designed to detect violations of Exchange rules and federal securities laws applicable to trading on the Exchange. The Exchange represents that these procedures are adequate to properly monitor Exchange trading of the shares of the Fund in all trading sessions and to deter and detect violations of Exchange rules and federal securities laws applicable to trading on the Exchange. The Exchange or FINRA, on behalf of the Exchange, or both, will communicate as needed regarding trading in the shares of the Fund with other markets that are members of the ISG. In addition, the Exchange will communicate as needed regarding trading in the shares of the Fund with other markets that are members of the ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. FINRA also can access data obtained from the Municipal Securities Rulemaking Board relating to municipal bond trading activity for surveillance purposes in connection with trading in the shares of the Fund. FINRA, on behalf of the Exchange, is able to access, as needed, trade information for certain fixed income securities held by the Fund reported to 15 15 16 15 E:\FR\FM\16MYN1.SGM U.S.C. 78f. U.S.C. 78f(b)(5). 16MYN1 sradovich on DSK3GMQ082PROD with NOTICES Federal Register / Vol. 83, No. 95 / Wednesday, May 16, 2018 / Notices FINRA’s Trade Reporting and Compliance Engine (‘‘TRACE’’). As discussed above, the Exchange believes that the Underlying Index is sufficiently broad-based to deter potential manipulation. The Underlying Index currently includes 3,637 component securities. Whereas the Rule 14.11(c)(4)(B)(i)(e) requires that an index contain securities from a minimum of 13 non-affiliated issuers, the Underlying Index includes securities issued by municipal entities in more than 45 states or U.S. territories. Further, whereas the generic listing rules permit a single component security to represent up to 30% of the weight of an index and the top five component securities to, in aggregate, represent up to 65% of the weight of an index, the largest component security in the Underyling [sic] Index only constitutes 0.32% of the weight of the Underlying Index and the largest five component securities represent 1.36% of the weight of the Underlying Index. The Exchange believes that this significant diversification and the lack of concentration among constituent securities provides [sic] a strong degree of protection against index manipulation. The Underlying Index and Fund satisfy all of the generic listing requirements for Index Fund Shares based on a fixed income index, except for the minimum principal amount outstanding requirement of 14.11(c)(4)(B)(i)(b). A fundamental purpose behind the minimum principal amount outstanding requirement is to ensure that component securities of an index are sufficiently liquid such that the potential for index manipulation is reduced. With this in mind, the Exchange notes that the representations in the Requirements for Index Constituents for the Underlying Index are identical to the representations made regarding the Comparable Index, which underlies a series of Index Fund Shares that were previously approved for listing and trading by the Commission.17 In the Approval Order, the Commission highlighted the representations that the Comparable Index would, on a continuous basis, contain at least 500 component securities and that at least 90% of the weight of the Comparable Index will be comprised of securities that have a minimum par amount of $25 million and were a constituent of an offering where the original offering amount was at least $100 million. The Exchange 17 The Comparable Index underlies the iShares National Muni Bond ETF. See Securities Exchange Act Release No. 82295 (December 12, 2017), 82 FR 60056 (December 18, 2017) (SR–NYSEArca–2017– 56) (the ‘‘Approval Order’’). VerDate Sep<11>2014 17:34 May 15, 2018 Jkt 244001 believes that because [sic] these representations regarding diversification and the lack of concentration among constituent securities provides [sic] a strong degree of protection against index manipulation that is consistent with other proposals that have been approved for listing and trading by the Commission. The proposed rule change is designed to promote just and equitable principles of trade and to protect investors and the public interest in that a large amount of information is publicly available regarding the Funds, thereby promoting market transparency. 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. Moreover, the IIV for shares of the Fund will be widely disseminated by one or more major market data vendors at least every 15 seconds during the Exchange’s Regular Trading Hours. The current value of the Index will be disseminated by one or more major market data vendors at least once per day. Information regarding market price and trading volume of the shares of the Fund will be continually available on a real-time basis throughout the day on brokers’ computer screens and other electronic services, and quotation and last sale information will be available via the CTA high-speed line. The website for the Fund will include the prospectus for the Fund and additional data relating to NAV and other applicable quantitative information. If the Exchange becomes aware that the Fund’s NAV is not being disseminated to all market participants at the same time, it will halt trading in the shares of the Fund until such time as the NAV is available to all market participants. With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the shares of the Fund. Trading also may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the shares the Fund inadvisable. If the IIV and index value are not being disseminated for the Fund as required, the Exchange may halt trading during the day in which the interruption to the dissemination of the IIV or index value occurs. If the interruption to the dissemination of an IIV or index value persists past the trading day in which it occurred, the Exchange will halt trading. The Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Shares of the Fund. The Exchange PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 22725 will halt trading in the Shares under the conditions specified in BZX Rule 11.18. Trading may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable. These may include: (1) The extent to which trading is not occurring in the securities and/or the financial instruments composing the daily disclosed portfolio of the Funds; or (2) whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. Trading in the Shares also will be subject to Rule 14.11(c)(1)(B)(iv), which sets forth circumstances under which Shares of a Fund may be halted. In addition, investors will have ready access to information regarding the applicable IIV, and quotation and last sale information for the shares of the Fund. Trade price and other information relating to municipal bonds is available through the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (‘‘EMMA’’) system. All statements and representations made in this filing regarding the index composition, the description of the portfolio or reference assets, limitations on portfolio holdings or reference assets, dissemination and availability of index, reference asset, and intraday indicative values (as applicable), or the applicability of Exchange listing rules shall constitute continued listing requirements for listing the Shares on the Exchange. The issuer is required to advise the Exchange of any failure by the Fund to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Act, the Exchange will monitor for compliance with the continued listing requirements. If the Fund is not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under Rule 14.12. The proposed rule change is designed to perfect the mechanism of a free and open market and, in general, to protect investors and the public interest in that it will facilitate the listing and trading of exchange-traded products that principally hold municipal bonds and that will enhance competition among market participants, to the benefit of investors and the marketplace. The Exchange has in place surveillance procedures relating to trading in the shares of the Fund and may obtain information via ISG from other exchanges that are members of ISG or with which the Exchange has entered into a comprehensive surveillance sharing agreement. In addition, E:\FR\FM\16MYN1.SGM 16MYN1 22726 Federal Register / Vol. 83, No. 95 / Wednesday, May 16, 2018 / Notices investors will have ready access to information regarding the IIV and quotation and last sale information for the shares of the Fund. For the above reasons, the Exchange believes that the proposed rule change is consistent with the requirements of Section 6(b)(5) of the Act. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. The Exchange notes that the proposed rule change will facilitate the listing and trading of an additional exchange-traded product that will enhance competition among market participants, to the benefit of investors and the marketplace. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange has neither solicited nor received written comments on the proposed rule change. 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 from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act 18 and Rule 19b– 4(f)(6) thereunder.19 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 to determine whether the proposed rule change should be approved or disapproved. sradovich on DSK3GMQ082PROD with NOTICES IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number CboeBZX–2018–033 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 CboeBZX–2018–033. 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 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 will also 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 CboeBZX–2018–033 and should be submitted on or before June 6,2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.20 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–10377 Filed 5–15–18; 8:45 am] BILLING CODE 8011–01–P 18 15 19 17 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). VerDate Sep<11>2014 17:34 May 15, 2018 20 17 Jkt 244001 PO 00000 Fmt 4703 [Release No. 34–83207; File No. SR–MSRB– 2018–03] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Revise the Language of Certain Administrative Rules To Continue To Help Ensure That They Reflect MSRB Practices and Improve Consistency Among the Rules May 10, 2018. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’ or ‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on May 1, 2018 the Municipal Securities Rulemaking Board (the ‘‘MSRB’’ or ‘‘Board’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the MSRB. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The MSRB filed with the Commission proposed amendments to MSRB Rule A–3, on membership on the Board, MSRB Rule A–4, on meetings of the Board, MSRB Rule A–5, on officers and employees of the Board, and MSRB Rule A–17, on confidentiality of examination reports, to revise the language of the rules to continue to help ensure that they reflect MSRB practices and improve consistency among the rules (collectively, the ‘‘proposed rule change’’). The MSRB has designated the proposed rule change as being immediately effective upon filing pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(3) 4 thereunder. The proposed rule change is concerned solely with the administration of the MSRB in that it amends certain rules that relate exclusively to the internal operation of the Board. The text of the proposed rule change is available on the MSRB’s website at www.msrb.org/Rules-andInterpretations/SEC-Filings/2018Filings.aspx, at the MSRB’s principal 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(3). 2 17 CFR 200.30–3(a)(12). Frm 00116 SECURITIES AND EXCHANGE COMMISSION Sfmt 4703 E:\FR\FM\16MYN1.SGM 16MYN1

Agencies

[Federal Register Volume 83, Number 95 (Wednesday, May 16, 2018)]
[Notices]
[Pages 22722-22726]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-10377]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83206; File No. SR-CboeBZX-2018-033]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To List 
and Trade Under BZX Rule 14.11(c)(4) Shares of the iShares Long-Term 
National Muni Bond ETF of iShares Trust

May 10, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on May 3, 2018, Cboe BZX Exchange, Inc. (``Exchange'' or ``BZX'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Exchange has designated this 
proposal as a ``non-controversial'' proposed rule change pursuant to 
Section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(6)(iii) 
thereunder,\4\ which renders it effective upon filing with the 
Commission. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to list and trade under BZX Rule 
14.11(c)(4) the shares of the iShares Long-Term National Muni Bond ETF 
(the ``Fund'') of iShares Trust (the ``Trust'').
    The text of the proposed rule change is available at the Exchange's 
website at www.markets.cboe.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
Sections A, B, and C below, of the most significant parts of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
Fund under BZX Rule 14.11(c)(4),\5\ which governs the listing and 
trading of index fund shares based on fixed income securities 
indexes.\6\ The Shares will be offered by the Trust, which was 
established as a Delaware statutory trust on December 16, 1999. The 
Trust is registered with the Commission as an open-end investment 
company and has filed a registration statement on behalf of the Fund on 
Form N-1A (``Registration Statement'') with the Commission.\7\
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    \5\ The Commission approved BZX Rule 14.11(c) in Securities 
Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 
(September 6, 2011) (SR-BATS-2011-018).
    \6\ The Commission previously has approved proposed rule changes 
relating to listing and trading of funds based on municipal bond 
indexes. See Securities Exchange Act Release Nos. 78329 (July 14, 
2016), 81 FR 47217 (July 20, 2016) (SR-BatsBZX-2016-01) (order 
approving the listing and trading of the following series of VanEck 
Vectors ETF Trust: VanEck Vectors AMT-Free 6-8 Year Municipal Index 
ETF; VanEck Vectors AMT-Free 8-12 Year Municipal Index ETF; and 
VanEck Vectors AMT-Free 12-17 Year Municipal Index ETF); 67985 
(October 4, 2012), 77 FR 61804 (October 11, 2012) (SR-NYSEArca-2012-
92) (order approving proposed rule change relating to the listing 
and trading of iShares 2018 S&P AMT-Free Municipal Series and 
iShares 2019 S&P AMT-Free Municipal Series under NYSE Arca, Inc. 
(``NYSE Arca'') Rule 5.2(j)(3), Commentary .02); 72523 (July 2, 
2014), 79 FR 39016 (July 9, 2014) (SR-NYSEArca-2014-37) (order 
approving proposed rule change relating to the listing and trading 
of iShares 2020 S&P AMT-Free Municipal Series under NYSE Arca Rule 
5.2(j)(3), Commentary .02); and 75468 (July 16, 2015), 80 FR 43500 
(July 22, 2015) (SR-NYSEArca-2015-25) (order approving proposed rule 
change relating to the listing and trading of the iShares iBonds Dec 
2021 AMT-Free Muni Bond ETF and iShares iBonds Dec 2022 AMT-Free 
Muni Bond ETF under NYSE Arca Rule 5.2(j)(3), Commentary .02).
    \7\ See Registration Statement on Form N-1A for the Trust, dated 
January 9, 2018 (File Nos. 333-92935 and 811-09729). The 
descriptions of the Fund and the Shares contained herein are based, 
in part, on information in the Registration Statement. The 
Commission has issued an order granting certain exemptive relief to 
the Trust under the Investment Company Act of 1940 (15 U.S.C. 80a-1) 
(``1940 Act'') (the ``Exemptive Order''). See Investment Company Act 
Release No. 28021 (October 24, 2007) (File No. 812-13426).
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    Rule 14.11(c)(4)(B)(i)(b) requires that component fixed income 
securities that, in the aggregate, account for at least 75% of the 
weight of the index or portfolio shall have a minimum principal amount 
outstanding of $100 million or more. The Exchange submits this proposal 
because the Underlying

[[Page 22723]]

Index does not meet this requirement. The Underlying Index does, 
however, meet all of the other requirements of Rule 14.11(c)(4).
Description of the Shares and the Fund
    BlackRock Fund Advisors is the investment adviser (``BFA'' or 
``Adviser'') to the Fund.\8\ State Street Bank and Trust Company is the 
administrator, custodian, and transfer agent (``Administrator,'' 
``Custodian,'' and ``Transfer Agent,'' respectively) for the Trust. S&P 
is the index provider (the ``Index Provider'') for the Fund. BlackRock 
Investments, LLC serves as the distributor (``Distributor'') for the 
Trust.
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    \8\ BFA is an indirect wholly owned subsidiary of BlackRock, 
Inc.
---------------------------------------------------------------------------

S&P 15+ Year National AMT-Free Municipal Bond Index
    According to the Registration Statement, the Fund will seek to 
track the investment results of the S&P 15+ Year National AMT-Free 
Municipal Bond Index (the ``Underlying Index''), which measures the 
performance of the investment-grade segment of the U.S. municipal bond 
market with remaining maturities greater than or equal to fifteen 
years. The Underlying Index primarily includes municipal bonds from 
issuers that are state or local governments or agencies such that the 
interest on each such bond is exempt from U.S. federal income taxes and 
the federal alternative minimum tax (``AMT''). As of February 13, 2018, 
the Underlying Index included 3,637 component fixed income municipal 
bond securities from issuers in 45 different states or U.S. 
territories.\9\ The most heavily weighted security in the Underlying 
Index represented approximately 0.32% of the total weight of the 
Underlying Index and the aggregate weight of the top five most heavily 
weighted securities in the Underlying Index represented less than 1.36% 
of the total weight of the Underlying Index. Approximately 40.01% of 
the weight of the components in the Underlying Index had a minimum 
original principal outstanding of $100 million or more. In addition, 
the total dollar amount outstanding of issues in the Underlying Index 
was approximately $239,414,133,037 and the average dollar amount 
outstanding of issues in the Underlying Index was approximately 
$65,827,367.
---------------------------------------------------------------------------

    \9\ Unless otherwise noted, all statistics related to the 
Underlying Index presented hereafter were accurate as of February 
13, 2018.
---------------------------------------------------------------------------

    Under normal market conditions,\10\ the Fund will invest at least 
90% of its assets in the component securities of the Underlying Index. 
With respect to the remaining 10% of its assets, the Fund may invest in 
certain futures, options and swap contracts, cash and cash equivalents, 
including shares of money market funds advised by BFA or its 
affiliates, as well as in securities not included in the Underlying 
Index, but which BFA believes will help the Fund track the Underlying 
Index.
---------------------------------------------------------------------------

    \10\ The term ``normal market conditions'' includes, but is not 
limited to, the absence of trading halts in the applicable financial 
markets generally; operational issues (e.g., systems failure) 
causing dissemination of inaccurate market information; or force 
majeure type events such as natural or manmade disaster, act of God, 
armed conflict, act of terrorism, riot or labor disruption or any 
similar intervening circumstance.
---------------------------------------------------------------------------

Requirement for Index Constituents
    Each bond in the Underlying Index must be denominated in U.S. 
dollars, must be a constituent of an offering where the original 
offering amount was at least $100 million, and must have a minimum par 
amount of $25 million. To remain in the Underlying Index, bonds must 
maintain a minimum par amount greater than or equal to $25 million as 
of the next rebalancing date. The Underlying Index primarily includes 
municipal bonds from issuers that are state or local governments or 
agencies such that the interest on each such bond is exempt from U.S. 
federal income taxes and the federal alternative minimum tax (``AMT''). 
Each bond in the Underlying Index must have a rating of at least BBB- 
by S&P Global Ratings, Baa3 by Moody's Investors Service, Inc., or BBB- 
by Fitch Ratings, Inc. A bond must be rated by at least one of these 
three rating agencies in order to qualify for the Underlying Index, and 
the lowest rating will be used in determining if the bond is 
investment-grade.
Discussion
    Based on the characteristics of the Underlying Index and the 
representations made in the Requirements for Index Constituents section 
above, the Exchange believes it is appropriate to allow the listing and 
trading of the Shares. The Underlying Index and Fund satisfy all of the 
generic listing requirements for Index Fund Shares based on a fixed 
income index, except for the minimum principal amount outstanding 
requirement of 14.11(c)(4)(B)(i)(b). A fundamental purpose behind the 
minimum principal amount outstanding requirement is to ensure that 
component securities of an index are sufficiently liquid such that the 
potential for index manipulation is reduced. With this in mind, the 
Exchange notes that the representations in the Requirements for Index 
Constituents for the Underlying Index are identical to the 
representations made regarding the S&P National AMT-Free Municipal Bond 
Index (the ``Comparable Index''), which underlies a series of Index 
Fund Shares that were previously approved for listing and trading by 
the Commission.\11\ In the Approval Order, the Commission highlighted 
the representations that the Comparable Index would, on a continuous 
basis, contain at least 500 component securities and that at least 90% 
of the weight of the Comparable Index will be comprised of securities 
that have a minimum par amount of $25 million and were a constituent of 
an offering where the original offering amount was at least $100 
million. The Exchange believes that because these representations 
regarding diversification and the lack of concentration among 
constituent securities provides a strong degree of protection against 
index manipulation that is consistent with other proposals that have 
been approved for listing and trading by the Commission.
---------------------------------------------------------------------------

    \11\ The Comparable Index underlies the iShares National Muni 
Bond ETF. See Securities Exchange Act Release No. 82295 (December 
12, 2017), 82 FR 60056 (December 18, 2017) (SR-NYSEArca-2017-56) 
(the ``Approval Order'').
---------------------------------------------------------------------------

    In addition, the Exchange represents that: (1) Except for Rule 
14.11(c)(4)(B)(i)(b), the Underyling [sic] index currently satisfies 
all of the generic listing standards under Rule 14.11(c)(4); (2) the 
continued listing standards under Rule 14.11(c), as applicable to Index 
Fund Shares based on fixed income securities, will apply to the shares 
of the Fund; and (3) the issuer of the Fund is required to comply with 
Rule 10A-3 \12\ under the Act for the initial and continued listing of 
the Shares. In addition, the Exchange represents that the Fund will 
comply with all other requirements applicable to Index Fund Shares, 
including, but not limited to, requirements relating to the 
dissemination of key information such as the value of the Underyling 
[sic] Index and the Intraday Indicative Value (``IIV''),\13\ rules 
governing the trading of equity securities, trading hours, trading 
halts, surveillance, information barriers and the Information Circular, 
as set

[[Page 22724]]

forth in the Exchange rules applicable to Index Fund Shares and prior 
Commission orders approving the generic listing rules applicable to the 
listing and trading of Index Fund Shares.
---------------------------------------------------------------------------

    \12\ 17 CFR 240.10A-3.
    \13\ The IIV will be widely disseminated by one or more major 
market data vendors at least every 15 seconds during the Exchange's 
Regular Trading Hours. Currently, it is the Exchange's understanding 
that several major market data vendors display and/or make widely 
available IIVs taken from the Consolidated Tape Association 
(``CTA'') or other data feeds.
---------------------------------------------------------------------------

    The current value of the Underlying Index will be widely 
disseminated by one or more major market data vendors at least once per 
day, as required by Rule 14.11(c)(4)(C)(ii). The portfolio of 
securities held by the Fund will be disclosed daily on the Fund's 
website. Further, the Fund's website will contain the Fund's prospectus 
and additional data relating to net asset value (``NAV'') and other 
applicable quantitative information. The issuer has represented that 
the NAV will be calculated daily and will be made available to all 
market participants at the same time. The Index Provider is not a 
broker-dealer and is not affiliated with a broker-dealer. To the extent 
that the Index Provider becomes a broker-dealer or becomes affiliated 
with a broker-dealer, the Index Provider will implement and will 
maintain a ``fire wall'' around the personnel who have access to 
information concerning changes and adjustments to the Underlying Index 
and the Underlying Index shall be calculated by a third party who is 
not a broker-dealer or fund advisor. In addition, any advisory 
committee, supervisory board or similar entity that advises the Index 
Provider or that makes decisions on the Index, methodology and related 
matters, will implement and maintain, or be subject to, procedures 
designed to prevent the use and dissemination of material non-public 
information regarding the Underlying Index.
    The Exchange's existing rules require that the issuer of the Fund 
notify the Exchange of any material change to the methodology used to 
determine the composition of the Underlying Index and, therefore, if 
the methodology of the Underlying Index was changed in a manner that 
would materially alter its existing composition, the Exchange would 
have advance notice and would evaluate the modifications to determine 
whether the Underyling [sic] Index remained sufficiently broad-based 
and well diversified.
    Price information regarding municipal bonds, convertible 
securities, and non-exchange traded assets, including investment 
companies, derivatives, money market instruments, repurchase 
agreements, structured notes, participation notes, and when-issued 
securities is available from third party pricing services and major 
market data vendors. For exchange-traded assets, including investment 
companies, futures, warrants, and options, such intraday information is 
available directly from the applicable listing exchange.
Surveillance
    The Exchange represents that trading in the shares of the Fund will 
be subject to the existing trading surveillances, administered by the 
Financial Industry Regulatory Authority (``FINRA'') on behalf of the 
Exchange, or by regulatory staff of the Exchange, which are designed to 
detect violations of Exchange rules and applicable federal securities 
laws. The Exchange represents that these procedures are adequate to 
properly monitor Exchange trading of the shares of the Fund in all 
trading sessions and to deter and detect violations of Exchange rules 
and federal securities laws applicable to trading on the Exchange.\14\
---------------------------------------------------------------------------

    \14\ FINRA conducts cross-market surveillances on behalf of the 
exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares and ETFs with 
other markets and other entities that are members of the ISG, and the 
Exchange or FINRA, on behalf of the Exchange, or both, may obtain 
trading information regarding trading in the Shares and ETFs from such 
markets and other entities. In addition, the Exchange may obtain 
information regarding trading in the Shares and ETFs from markets and 
other entities that are members of ISG or with which the Exchange has 
in place a comprehensive surveillance sharing agreement. In addition, 
FINRA, on behalf of the Exchange, is able to access, as needed, trade 
information for certain fixed income securities held by a Fund reported 
to FINRA's Trade Reporting and Compliance Engine (``TRACE''). FINRA 
also can access data obtained from the Municipal Securities Rulemaking 
Board (``MSRB'') relating to municipal bond trading activity for 
surveillance purposes in connection with trading in the Shares.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \15\ in general and Section 6(b)(5) of the Act \16\ in 
particular in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in facilitating transactions in securities, 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.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f.
    \16\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
shares of the Fund will be listed and traded on the Exchange pursuant 
to the initial and continued listing criteria for Index Fund Shares 
based on a fixed income index in Rule 14.11(c)(4), except for the 
minimum principal amount outstanding requirement of 
14.11(c)(4)(B)(i)(b). The Exchange represents that trading in the 
shares of the Fund will be subject to the existing trading 
surveillances administered by the Exchange as well as cross-market 
surveillances administered by the FINRA on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and federal 
securities laws applicable to trading on the Exchange. The Exchange 
represents that these procedures are adequate to properly monitor 
Exchange trading of the shares of the Fund in all trading sessions and 
to deter and detect violations of Exchange rules and federal securities 
laws applicable to trading on the Exchange. The Exchange or FINRA, on 
behalf of the Exchange, or both, will communicate as needed regarding 
trading in the shares of the Fund with other markets that are members 
of the ISG. In addition, the Exchange will communicate as needed 
regarding trading in the shares of the Fund with other markets that are 
members of the ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement. FINRA also can access 
data obtained from the Municipal Securities Rulemaking Board relating 
to municipal bond trading activity for surveillance purposes in 
connection with trading in the shares of the Fund. FINRA, on behalf of 
the Exchange, is able to access, as needed, trade information for 
certain fixed income securities held by the Fund reported to

[[Page 22725]]

FINRA's Trade Reporting and Compliance Engine (``TRACE'').
    As discussed above, the Exchange believes that the Underlying Index 
is sufficiently broad-based to deter potential manipulation. The 
Underlying Index currently includes 3,637 component securities. Whereas 
the Rule 14.11(c)(4)(B)(i)(e) requires that an index contain securities 
from a minimum of 13 non-affiliated issuers, the Underlying Index 
includes securities issued by municipal entities in more than 45 states 
or U.S. territories. Further, whereas the generic listing rules permit 
a single component security to represent up to 30% of the weight of an 
index and the top five component securities to, in aggregate, represent 
up to 65% of the weight of an index, the largest component security in 
the Underyling [sic] Index only constitutes 0.32% of the weight of the 
Underlying Index and the largest five component securities represent 
1.36% of the weight of the Underlying Index.
    The Exchange believes that this significant diversification and the 
lack of concentration among constituent securities provides [sic] a 
strong degree of protection against index manipulation. The Underlying 
Index and Fund satisfy all of the generic listing requirements for 
Index Fund Shares based on a fixed income index, except for the minimum 
principal amount outstanding requirement of 14.11(c)(4)(B)(i)(b). A 
fundamental purpose behind the minimum principal amount outstanding 
requirement is to ensure that component securities of an index are 
sufficiently liquid such that the potential for index manipulation is 
reduced. With this in mind, the Exchange notes that the representations 
in the Requirements for Index Constituents for the Underlying Index are 
identical to the representations made regarding the Comparable Index, 
which underlies a series of Index Fund Shares that were previously 
approved for listing and trading by the Commission.\17\ In the Approval 
Order, the Commission highlighted the representations that the 
Comparable Index would, on a continuous basis, contain at least 500 
component securities and that at least 90% of the weight of the 
Comparable Index will be comprised of securities that have a minimum 
par amount of $25 million and were a constituent of an offering where 
the original offering amount was at least $100 million. The Exchange 
believes that because [sic] these representations regarding 
diversification and the lack of concentration among constituent 
securities provides [sic] a strong degree of protection against index 
manipulation that is consistent with other proposals that have been 
approved for listing and trading by the Commission.
---------------------------------------------------------------------------

    \17\ The Comparable Index underlies the iShares National Muni 
Bond ETF. See Securities Exchange Act Release No. 82295 (December 
12, 2017), 82 FR 60056 (December 18, 2017) (SR-NYSEArca-2017-56) 
(the ``Approval Order'').
---------------------------------------------------------------------------

    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that a large amount of information is publicly available regarding the 
Funds, thereby promoting market transparency. 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. Moreover, the IIV for shares of the Fund 
will be widely disseminated by one or more major market data vendors at 
least every 15 seconds during the Exchange's Regular Trading Hours. The 
current value of the Index will be disseminated by one or more major 
market data vendors at least once per day. Information regarding market 
price and trading volume of the shares of the Fund will be continually 
available on a real-time basis throughout the day on brokers' computer 
screens and other electronic services, and quotation and last sale 
information will be available via the CTA high-speed line. The website 
for the Fund will include the prospectus for the Fund and additional 
data relating to NAV and other applicable quantitative information.
    If the Exchange becomes aware that the Fund's NAV is not being 
disseminated to all market participants at the same time, it will halt 
trading in the shares of the Fund until such time as the NAV is 
available to all market participants. With respect to trading halts, 
the Exchange may consider all relevant factors in exercising its 
discretion to halt or suspend trading in the shares of the Fund. 
Trading also may be halted because of market conditions or for reasons 
that, in the view of the Exchange, make trading in the shares the Fund 
inadvisable. If the IIV and index value are not being disseminated for 
the Fund as required, the Exchange may halt trading during the day in 
which the interruption to the dissemination of the IIV or index value 
occurs. If the interruption to the dissemination of an IIV or index 
value persists past the trading day in which it occurred, the Exchange 
will halt trading. The Exchange may consider all relevant factors in 
exercising its discretion to halt or suspend trading in the Shares of 
the Fund. The Exchange will halt trading in the Shares under the 
conditions specified in BZX Rule 11.18. Trading may be halted because 
of market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable. These may include: (1) The 
extent to which trading is not occurring in the securities and/or the 
financial instruments composing the daily disclosed portfolio of the 
Funds; or (2) whether other unusual conditions or circumstances 
detrimental to the maintenance of a fair and orderly market are 
present. Trading in the Shares also will be subject to Rule 
14.11(c)(1)(B)(iv), which sets forth circumstances under which Shares 
of a Fund may be halted. In addition, investors will have ready access 
to information regarding the applicable IIV, and quotation and last 
sale information for the shares of the Fund. Trade price and other 
information relating to municipal bonds is available through the 
Municipal Securities Rulemaking Board's Electronic Municipal Market 
Access (``EMMA'') system.
    All statements and representations made in this filing regarding 
the index composition, the description of the portfolio or reference 
assets, limitations on portfolio holdings or reference assets, 
dissemination and availability of index, reference asset, and intraday 
indicative values (as applicable), or the applicability of Exchange 
listing rules shall constitute continued listing requirements for 
listing the Shares on the Exchange. The issuer is required to advise 
the Exchange of any failure by the Fund to comply with the continued 
listing requirements, and, pursuant to its obligations under Section 
19(g)(1) of the Act, the Exchange will monitor for compliance with the 
continued listing requirements. If the Fund is not in compliance with 
the applicable listing requirements, the Exchange will commence 
delisting procedures under Rule 14.12.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
exchange-traded products that principally hold municipal bonds and that 
will enhance competition among market participants, to the benefit of 
investors and the marketplace. The Exchange has in place surveillance 
procedures relating to trading in the shares of the Fund and may obtain 
information via ISG from other exchanges that are members of ISG or 
with which the Exchange has entered into a comprehensive surveillance 
sharing agreement. In addition,

[[Page 22726]]

investors will have ready access to information regarding the IIV and 
quotation and last sale information for the shares of the Fund.
    For the above reasons, the Exchange believes that the proposed rule 
change is consistent with the requirements of Section 6(b)(5) of the 
Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of an 
additional exchange-traded product that will enhance competition among 
market participants, to the benefit of investors and the marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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 from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \18\ and Rule 19b-
4(f)(6) thereunder.\19\
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    \18\ 15 U.S.C. 78s(b)(3)(A).
    \19\ 17 CFR 240.19b-4(f)(6).
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    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 to 
determine whether the proposed rule change 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:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number CboeBZX-2018-033 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 CboeBZX-2018-033. 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 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 will also 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 CboeBZX-2018-033 and should be submitted on 
or before June 6, 2018.
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    \20\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-10377 Filed 5-15-18; 8:45 am]
 BILLING CODE 8011-01-P
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