Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Reflecting Changes to Certain Representations Relating to the Horizons S&P 500 Covered Call ETF, 66815-66818 [2018-27990]
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Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices
of the Pilot Program.14 Accordingly, the
Commission designates the proposed
rule change as operative upon filing
with the Commission.15
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
should be approved or disapproved.
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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:
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549–1090, 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–PEARL–2018–26 and
should be submitted on or before
January 17, 2019.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Brent J. Fields,
Secretary.
[FR Doc. 2018–27997 Filed 12–26–18; 8:45 am]
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
PEARL–2018–26 on the subject line.
BILLING CODE 8011–01–P
Paper Comments
• Send paper comments in triplicate
to Brent J. Fields, Secretary, Securities
and Exchange Commission, 100 F Street
NE, Washington, DC 20549–1090.
All submissions should refer to File
Number SR–PEARL–2018–26. 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
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Reflecting Changes to
Certain Representations Relating to
the Horizons S&P 500 Covered Call
ETF
14 See Securities Exchange Release No. 61061
(November 24, 2009), 74 FR 62857 (December 1,
2009) (SR–NYSEArca–2009–44).
15 For purposes only of waiving the operative
delay for this proposal, the Commission has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–84872; File No. SR–
NYSEArca–2018–92]
December 19, 2018.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on December
6, 2018, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the self-regulatory
organization. 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 proposes to reflect
changes to certain representations made
16 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
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66815
in the proposed rule changes previously
filed with the Commission pursuant to
Rule 19b–4 relating to the Horizons S&P
500 Covered Call ETF (the ‘‘Target
Fund’’). Shares of the Target Fund are
currently listed and traded on the
Exchange under NYSE Arca Rule 5.2–
E(j)(3). The proposed rule change is
available on the Exchange’s website at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Commission has approved the
listing and trading on the Exchange of
shares (‘‘Shares’’) of the Target Fund,
under NYSE Arca Rule 5.2–E(j)(3)
(formerly NYSE Arca Equities Rule
5.2(j)(3)), which governs the listing and
trading of Investment Company Units.4
The Target Fund’s Shares are currently
listed and traded on the Exchange under
NYSE Arca Rule 5.2–E(j)(3).5 The Target
4 An Investment Company Unit is a security that
represents an interest in a registered investment
company that holds securities comprising, or
otherwise based on or representing an interest in,
an index or portfolio of securities (or holds
securities in another registered investment
company that holds securities comprising, or
otherwise based on or representing an interest in,
an index or portfolio of securities). See NYSE Arca
Rule 5.2–E(j)(3)(A).
5 The Commission issued notice of a proposed
rule change to permit listing and trading of Shares
of the Target Fund in Securities Exchange Act
Release Nos. 68351 (December 4, 2012), 77 FR
73500 (December 10, 2012) (SR–NYSEArca–2012–
131) (Notice of Filing of Proposed Rule Change
Relating to Listing and Trading of Shares of the
Horizons S&P 500 Covered Call ETF, Horizons S&P
Financial Select Sector Covered Call ETF, and
Horizons S&P Energy Select Sector Covered Call
ETF under NYSE Arca Equities Rule 5.2(j)(3))
(‘‘Prior Notice’’); 68708 (January 23, 2013), 78 FR
6161 (January 29, 2013) (SR–NYSEArca–2012–131)
(Order Approving Proposed Rule Change Relating
to Listing and Trading of Shares of the Horizons
S&P 500 Covered Call ETF, Horizons S&P Financial
Select Sector Covered Call ETF, and Horizons S&P
Continued
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Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices
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Fund is a series of the Horizons ETF
Trust I (‘‘Trust’’).6
Global X Funds has filed a combined
prospectus and proxy statement (the
‘‘Proxy Statement’’) with the
Commission on Form N–14 describing a
‘‘Plan of Reorganization and
Termination’’ pursuant to which,
following approval of the Target Fund’s
shareholders, all or substantially all of
the assets and all of the stated liabilities
included in the financial statements of
the Target Fund would be transferred to
a corresponding, newly-formed fund of
Global X Funds, described below. The
Global X S&P 500® Covered Call ETF
(the ‘‘Acquiring Fund’’) was established
solely for the purpose of acquiring the
assets and assuming the liabilities of the
Target Fund and continuing the Target
Fund’s business. If shareholders of the
Target Fund approve the Plan of
Reorganization and Termination, the
Target Fund will be reorganized into the
Acquiring Fund (the ‘‘Reorganization’’),
and shareholders will receive shares of
the Acquiring Fund of the same number
and with the same aggregate net asset
value as the Target Fund immediately
prior to the Reorganization in complete
liquidation and dissolution of the Target
Fund, and shareholders of the Target
Fund would become shareholders of the
Acquiring Fund. According to the Proxy
Statement, the investment objective of
the Acquiring Fund will be the same as
that of the Target Fund following
implementation of the Plan of
Reorganization and Termination.7
Following shareholder approval and
closing of the Reorganization,
shareholders will receive shares of the
Acquiring Fund of the same number and
with the same aggregate net asset value
as the Target Fund immediately prior to
the Reorganization in complete
liquidation and dissolution of the Target
Fund, and shareholders of the Target
Energy Select Sector Covered Call ETF under NYSE
Arca Equities Rule 5.2(j)(3)) (‘‘Prior Order’’ and,
together with the Prior Notice, the ‘‘Prior Release’’).
See also, Securities Exchange Act Release No.
82190 (November 30, 2017), 82 FR 57635
(December 6, 2017) (SR–NYSEArca–2017–123)
(Notice of Filing and Immediate Effectiveness of
Proposed Rule Change To Reflect a Change to the
Investment Objective and the Underlying Index for
the Horizons S&P 500 Covered Call ETF) (‘‘Second
Prior Release’’ and, together with the ‘‘Prior
Release’’, ‘‘Prior Releases’’).
6 The Trust is registered under the Investment
Company Act of 1940 (15 U.S.C. 80a–1) (‘‘1940
Act’’). On September 25, 2017, the Trust filed with
the Commission an amendment to its Form N–1A
under the Securities Act of 1933 (15 U.S.C. 77a)
(‘‘1933 Act’’), and under the 1940 Act relating to the
Target Fund (File Nos. 333–183155 and 811–22732)
(‘‘Registration Statement’’).
7 See registration statement on Form N–14 under
the 1933 Act, dated October 3, 2018 (File No. 333–
227685).
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Fund would become shareholders of the
Acquiring Fund.
In this proposed rule change, the
Exchange proposes to reflect a change to
certain representations made in the
Prior Releases, as described above,8
which changes would be implemented
as a result of the Reorganization.9
Horizons S&P 500 Covered Call ETF 10
The Prior Releases stated the name of
the Target Fund as Horizons S&P 500
Covered Call ETF. Following the
Reorganization, the name of the
Acquiring Fund will be Global X S&P
500® Covered Call ETF.
The Target Fund is currently a series
of the Horizons ETF Trust I.11 Following
the Reorganization, the Acquiring Fund
will be a series of Global X Funds. The
Target Fund’s investment adviser is
Horizons ETFs Management (US) LLC.12
Following the Reorganization, the
Acquiring Fund’s investment adviser
will be Global X Management Company
LLC.13
8 See
note 5, supra.
Target Fund’s investment adviser, Horizons
ETFs Management (US) LLC, represents that it will
manage the Target Fund in the manner described
in the Prior Releases for the Target Fund as
referenced in note 5, supra, and the changes
described herein will not be implemented until this
proposed rule change is operative.
10 On October 19, 2018, Global X Funds filed with
the Commission a post-effective amendment to its
registration statement on Form N–1A under the
1933 Act and under the 1940 Act relating to the
Acquiring Fund (File Nos. 333–151713 and 811–
22209). The October 19, 2018 filing, which became
effective on October 20, 2018 creates a new entity
to serve as the vehicle into which the Target Fund
will be reorganized through the Plan of
Reorganization and Termination contained in the
Proxy Statement. In addition, the Commission has
issued an order granting certain exemptive relief to
the Global X Funds under the 1940 Act. See
Investment Company Act Release No. 29852
(October 28, 2011) (File No. 812–13830).
11 The Prior Notice stated that the Shares of the
Target Fund are offered by the Exchange Traded
Concepts Trust II. In the Second Prior Release, the
Trust was identified as Horizons ETF Trust I.
12 The Prior Notice identified the Target Fund’s
adviser as Exchange Traded Concepts, LLC. In the
Second Prior Release, the Target Fund’s adviser was
identified as Horizons ETFs Management (US) LLC.
13 Global X Management Company LLC is not
registered as a broker-dealer but is affiliated with
broker-dealers. Global X Management Company
LLC has implemented and will maintain a fire wall
with respect to its affiliated broker-dealers
regarding access to information concerning the
composition and/or changes to the Acquiring
Fund’s portfolio. In the event (a) Global X
Management Company LLC becomes registered as
a broker-dealer or newly affiliated with a brokerdealer, or (b) any new adviser or sub-adviser
becomes registered as a broker-dealer or newly
affiliated with a broker-dealer, it will implement
and maintain a fire wall with respect to its relevant
personnel or such broker-dealer affiliate regarding
access to information concerning the composition
and/or changes to the Acquiring Fund’s portfolio,
and will be subject to procedures designed to
prevent the use and dissemination of material nonpublic information regarding such portfolio. In
9 The
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The Target Fund’s current principal
underwriter and distributor is Foreside
Fund Services, LLC. Following the
Reorganization, the Acquiring Fund’s
principal underwriter and distributor
will be SEI Investments Distribution Co.
The Target Fund’s current transfer
agent and administrator is U.S. Bancorp
Fund Services, LLC. Following the
Reorganization, the Acquiring Fund’s
administrator will be Global X
Management Company LLC, the
Acquiring Fund’s sub-administrator will
be SEI Investments Global Funds
Services, and the Acquiring Fund’s
transfer agent will be Brown Brothers
Harriman & Co.14 The Target Fund’s
current custodian is U.S. Bank, N.A.
Following the Reorganization, the
Acquiring Fund’s custodian will be
Brown Brothers Harriman & Co.15 The
Second Prior Release stated that the
Bank of New York Mellon serves as subcustodian for the Target Fund.
Following the Reorganization, the
Acquiring Fund would not have a subcustodian.
The Prior Notice stated that all orders
to purchase or redeem Shares directly
from the Target Fund must be placed for
addition, personnel who make decisions on the
Acquiring Fund’s portfolio composition must be
subject to procedures designed to prevent the use
and dissemination of material nonpublic
information regarding the Acquiring Fund’s
portfolio.
An investment adviser to an open-end fund is
required to be registered under the Investment
Advisers Act of 1940 (the ‘‘Advisers Act’’). As a
result, with respect to the Acquiring Fund, Global
X Management Company LLC, as adviser, and its
related personnel, are subject to the provisions of
Rule 204A–1 under the Advisers Act relating to
codes of ethics. This Rule requires investment
advisers to adopt a code of ethics that reflects the
fiduciary nature of the relationship to clients as
well as compliance with other applicable securities
laws. Accordingly, procedures designed to prevent
the communication and misuse of non-public
information by an investment adviser must be
consistent with Rule 204A–1 under the Advisers
Act. In addition, Rule 206(4)-7 under the Advisers
Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such
investment adviser has (i) adopted and
implemented written policies and procedures
reasonably designed to prevent violation, by the
investment adviser and its supervised persons, of
the Advisers Act and the Commission rules adopted
thereunder; (ii) implemented, at a minimum, an
annual review regarding the adequacy of the
policies and procedures established pursuant to
subparagraph (i) above and the effectiveness of their
implementation; and (iii) designated an individual
(who is a supervised person) responsible for
administering the policies and procedures adopted
under subparagraph (i) above.
14 The Prior Notice identified the Target Fund’s
transfer agent and administrator as Citi Fund
Services Ohio, Inc. In the Second Prior Release, the
Target Fund’s transfer agent and administrator were
identified as U.S. Bancorp Fund Services, LLC.
15 The Prior Notice identified the Target Fund’s
custodian as Citibank, N.A. In the Second Prior
Release, the Target Fund’s custodian was identified
as U.S. Bank, N.A.
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one or more Creation Units by 4:00 p.m.,
Eastern time (‘‘E.T.’’) in the manner set
forth in the relevant participant
agreement and/or applicable order form.
The Exchange proposes that, following
the Reorganization, all orders to
purchase or redeem Shares directly from
the Acquiring Fund must be placed for
one or more Creation Units by 3:00 p.m.,
E.T. Because the Acquiring Fund’s
investments in options contracts cannot
be delivered in-kind as Deposit
Securities (as defined below), the
Acquiring Fund must directly enter into
or close such options contracts in
connection with any Shares purchased
or redeemed directly from the Acquiring
Fund.16 A cut-off time prior to 4:00
p.m., E.T., when the Acquiring Fund’s
net asset value will be calculated, would
ensure that the Acquiring Fund would
be notified of any such purchase or
redemption activity with sufficient time
to enter into or close options positions
at the same time as the determination of
the Acquiring Fund’s net asset value
and prior to the close of the options
market at 4:15 p.m., E.T. The Exchange
notes that the Commission has
previously approved Exchange listing
and trading of issues of Managed Fund
Shares under NYSE Arca Rule 8.600–E
for which the cut-off time for placing
orders to create or redeem is 3:00 p.m.,
E.T.17
The Target Fund’s current website is
us.horizonsetfs.com. Following
implementation of the Reorganization,
the Acquiring Fund’s website will be
www.globalxfunds.com.
The investment objective of the
Acquiring Fund will remain unchanged
from that of the Target Fund. In
addition, the Index underlying the
Acquiring Fund meets and will
continue to meet the representations
regarding the Index as described in the
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16 As
stated in the Prior Notice, the consideration
for purchase of a Creation Unit of the Target Fund
generally consists of the in-kind deposit of a
designated portfolio of securities (‘‘Deposit
Securities’’) per each Creation Unit, constituting a
substantial replication, or a portfolio sampling
representation, of the securities included in the
Target Fund’s underlying Index, together with the
deposit of a specified cash payment. The
consideration for redemption of a Creation Unit of
the Target Fund generally consists of Deposit
Securities together with a Cash Component.
17 See, e.g., Securities Exchange Act Release Nos.
73716 (December 2, 2014), 79 FR 72723 (December
8, 2014) (SR–NYSEArca-2014–134) (Notice of Filing
of Proposed Rule Change Relating to Listing and
Trading the following Series of IndexIQ Active ETF
Trust under NYSE Arca Equities Rule 8.600: IQ
Wilshire Alternative Strategies ETF); 71894 (April
7, 2014), 79 FR 20273 (April 11, 2014) (SR–
NYSEArca-2014–30) (Notice of Filing of Proposed
Rule Change Relating to Listing and Trading Shares
of Hull Tactical US ETF under NYSE Arca Equities
Rule 8.600).
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Prior Releases.18 Except for the changes
noted above, all other representations
made in the Prior Releases remain
unchanged.19 Global X Management
Company LLC represents that the Target
Fund and Acquiring Fund will satisfy
all applicable requirements of the 1940
Act and 1933 Act in connection with
the Reorganization.
2. Statutory Basis
The basis under the Act for this
proposed rule change is the requirement
under Section 6(b)(5) 20 that an
exchange have rules that are 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, 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, and is designed to
promote just and equitable principles of
trade and to protect investors and the
public interest.
Global X Funds has filed the Proxy
Statement describing the Reorganization
pursuant to which, following approval
of the Target Fund’s shareholders, all or
substantially all of the assets and all of
the stated liabilities included in the
financial statements of the Target Fund
would be transferred to a corresponding,
newly-formed fund of Global X Funds.
This filing proposes to reflect
organizational and administrative
changes that would be implemented as
a result of the Reorganization. As noted
above, Global X Management Company
LLC is not registered as a broker-dealer
but is affiliated with broker-dealers.
Global X Management Company LLC
has implemented and will maintain a
fire wall with respect to its affiliated
broker-dealers regarding access to
information concerning the composition
and/or changes to the Acquiring Fund’s
portfolio. In the event (a) Global X
Management Company LLC becomes
registered as a broker-dealer or newly
affiliated with a broker-dealer, or (b) any
18 As stated in the Second Prior Release, S&P Dow
Jones Indices LLC is the ‘‘Index Provider’’ for the
Index and is unaffiliated with the Target Fund or
Horizons ETFs Management (US) LLC, the adviser
for the Target Fund. Following the Reorganization,
the Index Provider will be unaffiliated with the
Acquiring Fund or Global X Management Company
LLC. The Index Provider is not a broker-dealer and
is not affiliated with a broker-dealer and has
implemented procedures designed to prevent the
use and dissemination of material, non-public
information regarding the Index.
19 See note 5, supra. All terms referenced but not
defined herein are defined in the Prior Releases.
20 15 U.S.C. 78f (b)(5).
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66817
new adviser or sub-adviser becomes
registered as a broker-dealer or newly
affiliated with a broker-dealer, it will
implement and maintain a fire wall with
respect to its relevant personnel or such
broker-dealer affiliate regarding access
to information concerning the
composition and/or changes to the
portfolio, and will be subject to
procedures designed to prevent the use
and dissemination of material nonpublic information regarding such
portfolio. According to the Proxy
Statement, the investment objective of
the Acquiring Fund will be the same as
the investment objective of the Target
Fund following implementation of the
Reorganization. With respect to the
proposal that orders to purchase or
redeem Shares directly from the
Acquiring Fund must be placed for one
or more Creation Units by 3:00 p.m.,
E.T., a cut-off time prior to 4:00 p.m.,
E.T., when the Acquiring Fund’s net
asset value will be calculated, would
ensure that the Acquiring Fund would
be notified of any such purchase or
redemption activity with sufficient time
to enter into or close options positions
at the same time as the determination of
the Acquiring Fund’s net asset value
and prior to the close of the options
market at 4:15 p.m., E.T. The Exchange
notes that the Commission has
previously approved Exchange listing
and trading of issues of Managed Fund
Shares under NYSE Arca Rule 8.600–E
for which the cut-off time for placing
orders to create or redeem is 3:00 p.m.,
E.T.21 The Exchange believes the
proposed changes will not adversely
impact investors or Exchange trading. In
addition, the Index underlying the
Acquiring Fund meets and will
continue to meet the representations
regarding the Index as described in the
Prior Releases.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange believes the proposed rule
change will enhance competition and
benefit investors and the marketplace by
permitting continued listing and trading
of Shares of the Acquiring Fund
following implementation of the
changes described above that would
follow the Reorganization, which
changes would not impact the
investment objective of the Acquiring
Fund or the Target Fund.
21 See
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Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to 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 22 and Rule 19b–
4(f)(6) thereunder.23
A proposed rule change filed under
Rule 19b–4(f)(6) 24 normally does not
become operative for 30 days after the
date of filing. However, Rule 19b–
4(f)(6)(iii) 25 permits the Commission to
designate a shorter time if such action
is consistent with the protection of
investors and the public interest. In its
filing with the Commission, the
Exchange requested that the
Commission waive the 30-day operative
delay so that the proposed rule change
may become operative upon filing. The
Commission notes that the Exchange’s
proposal would make organizational
and administrative changes that would
be implemented as a result of the
Reorganization, as well as reflect a
change in the cut-off time for orders to
create or redeem Shares. The
Commission believes that waiver of the
30-day operative delay would permit
continued listing and trading of the
Shares of the Acquiring Fund on the
Exchange upon shareholder approval of
the Reorganization.26 For these reasons,
the Commission believes that waiving
the 30-day operative delay is consistent
with the protection of investors and the
public interest. Therefore, the
Commission hereby waives the
22 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). As required under Rule
19b–4(f)(6)(iii), the Exchange provided the
Commission with written notice of its intent to file
the proposed rule change, along with a brief
description and the text of the proposed rule
change, at least five business days prior to the date
of filing of the proposed rule change, or such
shorter time as designated by the Commission.
24 17 CFR 240.19b–4(f)(6).
25 17 CFR 240.19b–4(f)(6)(iii).
26 The Commission notes that, according to the
Exchange, the Target Fund and the Acquiring Fund
will satisfy all applicable requirements of the 1940
Act and the 1933 Act in connection with the
Reorganization.
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23 17
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Jkt 247001
operative delay and designates the
proposal as operative upon filing.27
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 will institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
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–NYSEArca–2018–92 and
should be submitted on or before
January 17, 2019.
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:
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.28
Brent J. Fields,
Secretary.
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEArca–2018–92 on the subject line.
SECURITIES AND EXCHANGE
COMMISSION
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSEArca-2018–92. 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
27 For purposes only of waiving the 30-day
operative delay, the Commission also has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
PO 00000
Frm 00148
Fmt 4703
Sfmt 4703
[FR Doc. 2018–27990 Filed 12–26–18; 8:45 am]
BILLING CODE 8011–01–P
[Release No. 34–84874; File No. SR–
NYSEArca–2018–80]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Modify the NYSE Arca
Options Fee Schedule in Conjunction
With Relocating the Trading Floor to a
New Trading Facility
December 19, 2018.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on December
18, 2018, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to modify the
NYSE Arca Options Fee Schedule (‘‘Fee
Schedule’’) in conjunction with
relocating the Trading Floor to a new
trading facility. The Exchange proposes
to implement the fee change effective
28 17
CFR 200.30–3(a)(12).
U.S.C.78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
E:\FR\FM\27DEN1.SGM
27DEN1
]]>Agencies
[Federal Register Volume 83, Number 247 (Thursday, December 27, 2018)]
[Notices]
[Pages 66815-66818]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-27990]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-84872; File No. SR-NYSEArca-2018-92]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Reflecting Changes
to Certain Representations Relating to the Horizons S&P 500 Covered
Call ETF
December 19, 2018.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on December 6, 2018, NYSE Arca, Inc. (the ``Exchange'' or
``NYSE Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. 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\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to reflect changes to certain representations
made in the proposed rule changes previously filed with the Commission
pursuant to Rule 19b-4 relating to the Horizons S&P 500 Covered Call
ETF (the ``Target Fund''). Shares of the Target Fund are currently
listed and traded on the Exchange under NYSE Arca Rule 5.2-E(j)(3). The
proposed rule change is available on the Exchange's website at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Commission has approved the listing and trading on the Exchange
of shares (``Shares'') of the Target Fund, under NYSE Arca Rule 5.2-
E(j)(3) (formerly NYSE Arca Equities Rule 5.2(j)(3)), which governs the
listing and trading of Investment Company Units.\4\ The Target Fund's
Shares are currently listed and traded on the Exchange under NYSE Arca
Rule 5.2-E(j)(3).\5\ The Target
[[Page 66816]]
Fund is a series of the Horizons ETF Trust I (``Trust'').\6\
---------------------------------------------------------------------------
\4\ An Investment Company Unit is a security that represents an
interest in a registered investment company that holds securities
comprising, or otherwise based on or representing an interest in, an
index or portfolio of securities (or holds securities in another
registered investment company that holds securities comprising, or
otherwise based on or representing an interest in, an index or
portfolio of securities). See NYSE Arca Rule 5.2-E(j)(3)(A).
\5\ The Commission issued notice of a proposed rule change to
permit listing and trading of Shares of the Target Fund in
Securities Exchange Act Release Nos. 68351 (December 4, 2012), 77 FR
73500 (December 10, 2012) (SR-NYSEArca-2012-131) (Notice of Filing
of Proposed Rule Change Relating to Listing and Trading of Shares of
the Horizons S&P 500 Covered Call ETF, Horizons S&P Financial Select
Sector Covered Call ETF, and Horizons S&P Energy Select Sector
Covered Call ETF under NYSE Arca Equities Rule 5.2(j)(3)) (``Prior
Notice''); 68708 (January 23, 2013), 78 FR 6161 (January 29, 2013)
(SR-NYSEArca-2012-131) (Order Approving Proposed Rule Change
Relating to Listing and Trading of Shares of the Horizons S&P 500
Covered Call ETF, Horizons S&P Financial Select Sector Covered Call
ETF, and Horizons S&P Energy Select Sector Covered Call ETF under
NYSE Arca Equities Rule 5.2(j)(3)) (``Prior Order'' and, together
with the Prior Notice, the ``Prior Release''). See also, Securities
Exchange Act Release No. 82190 (November 30, 2017), 82 FR 57635
(December 6, 2017) (SR-NYSEArca-2017-123) (Notice of Filing and
Immediate Effectiveness of Proposed Rule Change To Reflect a Change
to the Investment Objective and the Underlying Index for the
Horizons S&P 500 Covered Call ETF) (``Second Prior Release'' and,
together with the ``Prior Release'', ``Prior Releases'').
\6\ The Trust is registered under the Investment Company Act of
1940 (15 U.S.C. 80a-1) (``1940 Act''). On September 25, 2017, the
Trust filed with the Commission an amendment to its Form N-1A under
the Securities Act of 1933 (15 U.S.C. 77a) (``1933 Act''), and under
the 1940 Act relating to the Target Fund (File Nos. 333-183155 and
811-22732) (``Registration Statement'').
---------------------------------------------------------------------------
Global X Funds has filed a combined prospectus and proxy statement
(the ``Proxy Statement'') with the Commission on Form N-14 describing a
``Plan of Reorganization and Termination'' pursuant to which, following
approval of the Target Fund's shareholders, all or substantially all of
the assets and all of the stated liabilities included in the financial
statements of the Target Fund would be transferred to a corresponding,
newly-formed fund of Global X Funds, described below. The Global X S&P
500[supreg] Covered Call ETF (the ``Acquiring Fund'') was established
solely for the purpose of acquiring the assets and assuming the
liabilities of the Target Fund and continuing the Target Fund's
business. If shareholders of the Target Fund approve the Plan of
Reorganization and Termination, the Target Fund will be reorganized
into the Acquiring Fund (the ``Reorganization''), and shareholders will
receive shares of the Acquiring Fund of the same number and with the
same aggregate net asset value as the Target Fund immediately prior to
the Reorganization in complete liquidation and dissolution of the
Target Fund, and shareholders of the Target Fund would become
shareholders of the Acquiring Fund. According to the Proxy Statement,
the investment objective of the Acquiring Fund will be the same as that
of the Target Fund following implementation of the Plan of
Reorganization and Termination.\7\ Following shareholder approval and
closing of the Reorganization, shareholders will receive shares of the
Acquiring Fund of the same number and with the same aggregate net asset
value as the Target Fund immediately prior to the Reorganization in
complete liquidation and dissolution of the Target Fund, and
shareholders of the Target Fund would become shareholders of the
Acquiring Fund.
---------------------------------------------------------------------------
\7\ See registration statement on Form N-14 under the 1933 Act,
dated October 3, 2018 (File No. 333-227685).
---------------------------------------------------------------------------
In this proposed rule change, the Exchange proposes to reflect a
change to certain representations made in the Prior Releases, as
described above,\8\ which changes would be implemented as a result of
the Reorganization.\9\
---------------------------------------------------------------------------
\8\ See note 5, supra.
\9\ The Target Fund's investment adviser, Horizons ETFs
Management (US) LLC, represents that it will manage the Target Fund
in the manner described in the Prior Releases for the Target Fund as
referenced in note 5, supra, and the changes described herein will
not be implemented until this proposed rule change is operative.
---------------------------------------------------------------------------
Horizons S&P 500 Covered Call ETF \10\
---------------------------------------------------------------------------
\10\ On October 19, 2018, Global X Funds filed with the
Commission a post-effective amendment to its registration statement
on Form N-1A under the 1933 Act and under the 1940 Act relating to
the Acquiring Fund (File Nos. 333-151713 and 811-22209). The October
19, 2018 filing, which became effective on October 20, 2018 creates
a new entity to serve as the vehicle into which the Target Fund will
be reorganized through the Plan of Reorganization and Termination
contained in the Proxy Statement. In addition, the Commission has
issued an order granting certain exemptive relief to the Global X
Funds under the 1940 Act. See Investment Company Act Release No.
29852 (October 28, 2011) (File No. 812-13830).
---------------------------------------------------------------------------
The Prior Releases stated the name of the Target Fund as Horizons
S&P 500 Covered Call ETF. Following the Reorganization, the name of the
Acquiring Fund will be Global X S&P 500[supreg] Covered Call ETF.
The Target Fund is currently a series of the Horizons ETF Trust
I.\11\ Following the Reorganization, the Acquiring Fund will be a
series of Global X Funds. The Target Fund's investment adviser is
Horizons ETFs Management (US) LLC.\12\ Following the Reorganization,
the Acquiring Fund's investment adviser will be Global X Management
Company LLC.\13\
---------------------------------------------------------------------------
\11\ The Prior Notice stated that the Shares of the Target Fund
are offered by the Exchange Traded Concepts Trust II. In the Second
Prior Release, the Trust was identified as Horizons ETF Trust I.
\12\ The Prior Notice identified the Target Fund's adviser as
Exchange Traded Concepts, LLC. In the Second Prior Release, the
Target Fund's adviser was identified as Horizons ETFs Management
(US) LLC.
\13\ Global X Management Company LLC is not registered as a
broker-dealer but is affiliated with broker-dealers. Global X
Management Company LLC has implemented and will maintain a fire wall
with respect to its affiliated broker-dealers regarding access to
information concerning the composition and/or changes to the
Acquiring Fund's portfolio. In the event (a) Global X Management
Company LLC becomes registered as a broker-dealer or newly
affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser becomes registered as a broker-dealer or newly affiliated
with a broker-dealer, it will implement and maintain a fire wall
with respect to its relevant personnel or such broker-dealer
affiliate regarding access to information concerning the composition
and/or changes to the Acquiring Fund's portfolio, and will be
subject to procedures designed to prevent the use and dissemination
of material non-public information regarding such portfolio. In
addition, personnel who make decisions on the Acquiring Fund's
portfolio composition must be subject to procedures designed to
prevent the use and dissemination of material nonpublic information
regarding the Acquiring Fund's portfolio.
An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (the ``Advisers
Act''). As a result, with respect to the Acquiring Fund, Global X
Management Company LLC, as adviser, and its related personnel, are
subject to the provisions of Rule 204A-1 under the Advisers Act
relating to codes of ethics. This Rule requires investment advisers
to adopt a code of ethics that reflects the fiduciary nature of the
relationship to clients as well as compliance with other applicable
securities laws. Accordingly, procedures designed to prevent the
communication and misuse of non-public information by an investment
adviser must be consistent with Rule 204A-1 under the Advisers Act.
In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful
for an investment adviser to provide investment advice to clients
unless such investment adviser has (i) adopted and implemented
written policies and procedures reasonably designed to prevent
violation, by the investment adviser and its supervised persons, of
the Advisers Act and the Commission rules adopted thereunder; (ii)
implemented, at a minimum, an annual review regarding the adequacy
of the policies and procedures established pursuant to subparagraph
(i) above and the effectiveness of their implementation; and (iii)
designated an individual (who is a supervised person) responsible
for administering the policies and procedures adopted under
subparagraph (i) above.
---------------------------------------------------------------------------
The Target Fund's current principal underwriter and distributor is
Foreside Fund Services, LLC. Following the Reorganization, the
Acquiring Fund's principal underwriter and distributor will be SEI
Investments Distribution Co.
The Target Fund's current transfer agent and administrator is U.S.
Bancorp Fund Services, LLC. Following the Reorganization, the Acquiring
Fund's administrator will be Global X Management Company LLC, the
Acquiring Fund's sub-administrator will be SEI Investments Global Funds
Services, and the Acquiring Fund's transfer agent will be Brown
Brothers Harriman & Co.\14\ The Target Fund's current custodian is U.S.
Bank, N.A. Following the Reorganization, the Acquiring Fund's custodian
will be Brown Brothers Harriman & Co.\15\ The Second Prior Release
stated that the Bank of New York Mellon serves as sub-custodian for the
Target Fund. Following the Reorganization, the Acquiring Fund would not
have a sub-custodian.
---------------------------------------------------------------------------
\14\ The Prior Notice identified the Target Fund's transfer
agent and administrator as Citi Fund Services Ohio, Inc. In the
Second Prior Release, the Target Fund's transfer agent and
administrator were identified as U.S. Bancorp Fund Services, LLC.
\15\ The Prior Notice identified the Target Fund's custodian as
Citibank, N.A. In the Second Prior Release, the Target Fund's
custodian was identified as U.S. Bank, N.A.
---------------------------------------------------------------------------
The Prior Notice stated that all orders to purchase or redeem
Shares directly from the Target Fund must be placed for
[[Page 66817]]
one or more Creation Units by 4:00 p.m., Eastern time (``E.T.'') in the
manner set forth in the relevant participant agreement and/or
applicable order form. The Exchange proposes that, following the
Reorganization, all orders to purchase or redeem Shares directly from
the Acquiring Fund must be placed for one or more Creation Units by
3:00 p.m., E.T. Because the Acquiring Fund's investments in options
contracts cannot be delivered in-kind as Deposit Securities (as defined
below), the Acquiring Fund must directly enter into or close such
options contracts in connection with any Shares purchased or redeemed
directly from the Acquiring Fund.\16\ A cut-off time prior to 4:00
p.m., E.T., when the Acquiring Fund's net asset value will be
calculated, would ensure that the Acquiring Fund would be notified of
any such purchase or redemption activity with sufficient time to enter
into or close options positions at the same time as the determination
of the Acquiring Fund's net asset value and prior to the close of the
options market at 4:15 p.m., E.T. The Exchange notes that the
Commission has previously approved Exchange listing and trading of
issues of Managed Fund Shares under NYSE Arca Rule 8.600-E for which
the cut-off time for placing orders to create or redeem is 3:00 p.m.,
E.T.\17\
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\16\ As stated in the Prior Notice, the consideration for
purchase of a Creation Unit of the Target Fund generally consists of
the in-kind deposit of a designated portfolio of securities
(``Deposit Securities'') per each Creation Unit, constituting a
substantial replication, or a portfolio sampling representation, of
the securities included in the Target Fund's underlying Index,
together with the deposit of a specified cash payment. The
consideration for redemption of a Creation Unit of the Target Fund
generally consists of Deposit Securities together with a Cash
Component.
\17\ See, e.g., Securities Exchange Act Release Nos. 73716
(December 2, 2014), 79 FR 72723 (December 8, 2014) (SR-NYSEArca-
2014-134) (Notice of Filing of Proposed Rule Change Relating to
Listing and Trading the following Series of IndexIQ Active ETF Trust
under NYSE Arca Equities Rule 8.600: IQ Wilshire Alternative
Strategies ETF); 71894 (April 7, 2014), 79 FR 20273 (April 11, 2014)
(SR-NYSEArca-2014-30) (Notice of Filing of Proposed Rule Change
Relating to Listing and Trading Shares of Hull Tactical US ETF under
NYSE Arca Equities Rule 8.600).
---------------------------------------------------------------------------
The Target Fund's current website is us.horizonsetfs.com. Following
implementation of the Reorganization, the Acquiring Fund's website will
be www.globalxfunds.com.
The investment objective of the Acquiring Fund will remain
unchanged from that of the Target Fund. In addition, the Index
underlying the Acquiring Fund meets and will continue to meet the
representations regarding the Index as described in the Prior
Releases.\18\ Except for the changes noted above, all other
representations made in the Prior Releases remain unchanged.\19\ Global
X Management Company LLC represents that the Target Fund and Acquiring
Fund will satisfy all applicable requirements of the 1940 Act and 1933
Act in connection with the Reorganization.
---------------------------------------------------------------------------
\18\ As stated in the Second Prior Release, S&P Dow Jones
Indices LLC is the ``Index Provider'' for the Index and is
unaffiliated with the Target Fund or Horizons ETFs Management (US)
LLC, the adviser for the Target Fund. Following the Reorganization,
the Index Provider will be unaffiliated with the Acquiring Fund or
Global X Management Company LLC. The Index Provider is not a broker-
dealer and is not affiliated with a broker-dealer and has
implemented procedures designed to prevent the use and dissemination
of material, non-public information regarding the Index.
\19\ See note 5, supra. All terms referenced but not defined
herein are defined in the Prior Releases.
---------------------------------------------------------------------------
2. Statutory Basis
The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \20\ that an exchange have rules that
are 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, in general, to protect investors and the public interest.
---------------------------------------------------------------------------
\20\ 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, and is designed
to promote just and equitable principles of trade and to protect
investors and the public interest.
Global X Funds has filed the Proxy Statement describing the
Reorganization pursuant to which, following approval of the Target
Fund's shareholders, all or substantially all of the assets and all of
the stated liabilities included in the financial statements of the
Target Fund would be transferred to a corresponding, newly-formed fund
of Global X Funds. This filing proposes to reflect organizational and
administrative changes that would be implemented as a result of the
Reorganization. As noted above, Global X Management Company LLC is not
registered as a broker-dealer but is affiliated with broker-dealers.
Global X Management Company LLC has implemented and will maintain a
fire wall with respect to its affiliated broker-dealers regarding
access to information concerning the composition and/or changes to the
Acquiring Fund's portfolio. In the event (a) Global X Management
Company LLC becomes registered as a broker-dealer or newly affiliated
with a broker-dealer, or (b) any new adviser or sub-adviser becomes
registered as a broker-dealer or newly affiliated with a broker-dealer,
it will implement and maintain a fire wall with respect to its relevant
personnel or such broker-dealer affiliate regarding access to
information concerning the composition and/or changes to the portfolio,
and will be subject to procedures designed to prevent the use and
dissemination of material non-public information regarding such
portfolio. According to the Proxy Statement, the investment objective
of the Acquiring Fund will be the same as the investment objective of
the Target Fund following implementation of the Reorganization. With
respect to the proposal that orders to purchase or redeem Shares
directly from the Acquiring Fund must be placed for one or more
Creation Units by 3:00 p.m., E.T., a cut-off time prior to 4:00 p.m.,
E.T., when the Acquiring Fund's net asset value will be calculated,
would ensure that the Acquiring Fund would be notified of any such
purchase or redemption activity with sufficient time to enter into or
close options positions at the same time as the determination of the
Acquiring Fund's net asset value and prior to the close of the options
market at 4:15 p.m., E.T. The Exchange notes that the Commission has
previously approved Exchange listing and trading of issues of Managed
Fund Shares under NYSE Arca Rule 8.600-E for which the cut-off time for
placing orders to create or redeem is 3:00 p.m., E.T.\21\ The Exchange
believes the proposed changes will not adversely impact investors or
Exchange trading. In addition, the Index underlying the Acquiring Fund
meets and will continue to meet the representations regarding the Index
as described in the Prior Releases.
---------------------------------------------------------------------------
\21\ See note 17, supra.
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange believes the
proposed rule change will enhance competition and benefit investors and
the marketplace by permitting continued listing and trading of Shares
of the Acquiring Fund following implementation of the changes described
above that would follow the Reorganization, which changes would not
impact the investment objective of the Acquiring Fund or the Target
Fund.
[[Page 66818]]
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to 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 \22\ and Rule 19b-
4(f)(6) thereunder.\23\
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\22\ 15 U.S.C. 78s(b)(3)(A).
\23\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission.
---------------------------------------------------------------------------
A proposed rule change filed under Rule 19b-4(f)(6) \24\ normally
does not become operative for 30 days after the date of filing.
However, Rule 19b-4(f)(6)(iii) \25\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. In its filing with the Commission,
the Exchange requested that the Commission waive the 30-day operative
delay so that the proposed rule change may become operative upon
filing. The Commission notes that the Exchange's proposal would make
organizational and administrative changes that would be implemented as
a result of the Reorganization, as well as reflect a change in the cut-
off time for orders to create or redeem Shares. The Commission believes
that waiver of the 30-day operative delay would permit continued
listing and trading of the Shares of the Acquiring Fund on the Exchange
upon shareholder approval of the Reorganization.\26\ For these reasons,
the Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest.
Therefore, the Commission hereby waives the operative delay and
designates the proposal as operative upon filing.\27\
---------------------------------------------------------------------------
\24\ 17 CFR 240.19b-4(f)(6).
\25\ 17 CFR 240.19b-4(f)(6)(iii).
\26\ The Commission notes that, according to the Exchange, the
Target Fund and the Acquiring Fund will satisfy all applicable
requirements of the 1940 Act and the 1933 Act in connection with the
Reorganization.
\27\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------
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 will 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 rule-comments@sec.gov. Please include
File Number SR-NYSEArca-2018-92 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEArca-2018-92. 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 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-NYSEArca-2018-92 and should be submitted
on or before January 17, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
---------------------------------------------------------------------------
\28\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Brent J. Fields,
Secretary.
[FR Doc. 2018-27990 Filed 12-26-18; 8:45 am]
BILLING CODE 8011-01-P
