[Federal Register Volume 83, Number 27 (Thursday, February 8, 2018)]
[Notices]
[Pages 5671-5673]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-02484]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82625; File No. SR-NYSEArca-2018-11]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating to Certain 
Changes Regarding the U.S. Equity Cumulative Dividends Fund--Series 
2027 and the U.S. Equity Ex-Dividend Fund--Series 2027

February 2, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on February 1, 2018, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') 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 self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes (1) to reflect a change in the description of 
the index underlying shares (``Shares'') of the U.S. Equity Ex-Dividend 
Fund--Series 2027; and (2) to revise the reference to the Custodian for 
the U.S. Equity Cumulative Dividends Fund--Series 2027 and the U.S. 
Equity Ex-Dividend Fund--Series 2027 (each a ``Fund'' and, 
collectively, the ``Funds''). Shares of the Funds have been approved by 
the Securities and Exchange Commission (the ``Commission'') for listing 
and trading on the Exchange under NYSE Arca Rule 8.200-E, Commentary 
.02. 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 a proposed rule change relating to 
listing and trading on the Exchange of Shares of the Funds under NYSE 
Arca Rule 8.200-E,\4\ which governs the listing and trading of Trust 
Issued Receipts.\5\ The Shares will be offered by the Metaurus Equity 
Component Trust (the ``Trust''). Each Fund is a series of the Trust.\6\ 
Shares of the Funds have been approved by the Commission for listing 
and trading on the Exchange under NYSE Arca Rule 8.200-E, Commentary 
.02. The Funds' Shares have not commenced trading on the Exchange.
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    \4\ See Securities Exchange Act Release Nos. 81453 (August 22, 
2017), 82 FR 40816 (August 28, 2017) (SR-NYSEArca-2017-88) (Notice 
of Filing of Proposed Rule Change to List and Trade the Shares of 
the U.S. Equity Cumulative Dividends Fund--Series 2027 and the U.S. 
Equity Ex-Dividend Fund--Series 2027 under NYSE Arca Equities Rule 
8.200, Commentary .02) (``Prior Notice''); 82138 (November 21, 
2017), 82 FR 56311 (November 28, 2017) (SR-NYSEArca-2017-88) (Order 
Approving Proposed Rule Change to List and Trade the Shares of the 
U.S. Equity Cumulative Dividends Fund--Series 2027 (``Dividend 
Fund'') and the U.S. Equity Ex-Dividend Fund--Series 2027 under NYSE 
Arca Equities Rule 8.200, Commentary .02) (``Prior Order''). See 
also Amendment No. 1 to SR-NYSEArca-2017-88, filed November 14, 2017 
(``Amendment No. 1''), and Amendment No. 2 to SR-NYSEArca-2017-88 
(``Amendment No. 2''), filed November 16, 2017. Amendment No. 1, 
Amendment No. 2 and the Prior Order are referred to collectively as 
the ``Prior Releases''. All terms referenced but not defined herein 
are defined in the Prior Releases.
    \5\ Commentary .02 to NYSE Arca Rule 8.200-E applies to Trust 
Issued Receipts that invest in ``Financial Instruments.'' The term 
``Financial Instruments,'' as defined in Commentary .02(b)(4) to 
NYSE Arca Rule 8.200-E, means any combination of investments, 
including cash; securities; options on securities and indices; 
futures contracts; options on futures contracts; forward contracts; 
equity caps, collars, and floors; and swap agreements.
    \6\ On January 30, 2018, the Trust filed with the Commission 
Pre-Effective Amendment No. 4 to its registration statement on Form 
S-1 under the Securities Act of 1933 (15 U.S.C. 77a) relating to the 
Funds (File No. 333-221591) (the ``Registration Statement'').
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    With respect to the U.S. Equity Ex-Dividend Fund--Series 2027 Fund 
(``Ex-Dividend Fund''), the Prior Releases stated that, according to 
the Registration Statement, the Ex-Dividend Fund will seek investment 
results that, before fees and expenses, correspond to the performance 
of the Solactive U.S. Equity Ex-Dividends Index--Series 2027 so as to 
provide shareholders of the Ex-Dividend Fund with returns that are 
equivalent to the performance of 0.5 shares of SPDR[supreg] S&P 500 ETF 
(``SPDRs'') less the value of current and future expected ordinary cash 
dividends to be paid on the S&P 500 constituent companies over the term 
of the Ex-Dividend Fund. In addition, the Prior Releases stated that, 
according to the Registration Statement, the Solactive Ex-Dividend 
Index aims to represent the current value of 0.5 shares of SPDRs, less 
the current value of ordinary cash dividends expected to be paid on the 
S&P 500, until the Ex-Dividend Fund's maturity as represented by the 
Solactive Dividend Index and, because the Solactive Ex-Dividend Index 
tracks the performance of 0.5 shares of SPDRs and sums up the 
discounted values of the Annual S&P 500 Dividend Futures Contracts, no 
weighting is applied.
    The Ex-Dividend Fund proposes to change these representations to 
state

[[Page 5672]]

that: (i) The Ex-Dividend Fund will seek investment results that, 
before fees and expenses, correspond to the performance of the 
Solactive U.S. Equity Ex-Dividends Index--Series 2027 so as to provide 
shareholders of the Ex-Dividend Fund with returns that are equivalent 
to the performance of 0.25 shares of SPDRs less the value of current 
and future expected ordinary cash dividends to be paid on the S&P 500 
constituent companies over the term of the Ex-Dividend Fund, (ii) the 
Solactive Ex-Dividend Index aims to represent the current value of 0.25 
shares of SPDRs, less the current value of ordinary cash dividends 
expected to be paid on the S&P 500, until the Ex-Dividend Fund's 
maturity as represented by the Solactive Dividend Index, and (iii) 
because the Solactive Ex-Dividend Index tracks the performance of 0.25 
shares of SPDRs and sums up the discounted values of the Annual S&P 500 
Dividend Futures Contracts, no weighting is applied.
    Amendment No. 1 to the proposed rule change identified the Funds' 
Custodian as Bank of New York Mellon. This representation is changed to 
state that the Funds' Custodian will be Brown Brothers, Harriman & Co., 
as stated in the Prior Notice.
    The Funds will comply with all initial and continued listing 
requirements under NYSE Arca Rule 8.200-E, Commentary .02. The only 
change with respect to the Funds' investment objective is that the Ex-
Dividend Fund will seek investment results that, before fees and 
expenses, correspond to the performance of the Solactive U.S. Equity 
Ex-Dividends Index--Series 2027 so as to provide shareholders of the 
Ex-Dividend Fund with returns that are equivalent to the performance of 
0.25 shares (rather than 0.50 shares) of SPDRs less the value of 
current and future expected ordinary cash dividends to be paid on the 
S&P 500 constituent companies over the term of the Ex-Dividend Fund. 
Except for the changes noted above, all other representations made in 
the Prior Releases remain unchanged.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) 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 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. With respect to the change to the Solactive Ex-
Dividend Index, which aims to represent the current value of 0.25 
shares of SPDRs (reduced from 0.50 as stated in the Prior Releases), 
less the current value of ordinary cash dividends expected to be paid 
on the S&P 500, the net asset value of the Ex-Dividend Fund's Shares 
was reduced by half in order to track a reduction by half of the value 
of the Solactive Dividend Index and the corresponding reduction by half 
of the net asset value of the Dividend Fund's Shares. The Sponsor has 
determined that the net asset value of the Dividend Fund's Shares would 
be too large for many retail investors of financial intermediaries. The 
Sponsor has determined that such reduction, which would consequently 
result in a proportionate reduction in the net asset value of Shares of 
the Ex-Dividend Fund (to represent the current value of 0.25 shares of 
SPDRs less the current value of ordinary cash dividends expected to be 
paid on the S&P 500), would be more appropriate for retail investors. 
The Exchange believes the proposed rule change relating to the 
Solactive Ex-Dividend Index will provide the Funds [sic] with the 
ability to price the Funds' [sic] Shares in a manner that the Exchange 
believes is more appropriate for retail investors, which will enhance 
market competition with respect to the Funds' [sic] Shares and may 
enhance liquidity in trading in the Funds' [sic] Shares. Such change 
will not impact operation of the Funds and will not adversely impact 
investors, Exchange trading or the ability of market participants to 
arbitrage the Funds.
    The Funds will comply with all initial and continued listing 
requirements under NYSE Arca Equities Rule 8.200-E, Commentary .02. 
Except for the changes noted above, all other representations made in 
the Prior Releases remain unchanged.

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 believes the 
proposed rule change relating to the Solactive Ex-Dividend Index will 
provide the Funds [sic] with the ability to price the Funds' [sic] 
Shares in a manner that the Exchange believes is more appropriate for 
retail investors, which will enhance market competition with respect to 
the Funds' [sic] Shares.

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 \7\ and Rule 19b-
4(f)(6) thereunder.\8\
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Commission has waived the pre-filing requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \9\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \10\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has asked the Commission to waive the 30-day operative delay so that 
the proposal may become operative immediately upon filing.
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    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Exchange states that modification of the investment objective 
of the Ex-Dividend Fund will adjust the price of the Shares to a level 
that the Exchange believes is more appropriate for retail investors. 
The Exchange asserts that this, in turn, will enhance market 
competition with respect to the Shares and may enhance their liquidity. 
Additionally, the Exchange states that this change, as well as the 
designation of a new custodian, will not impact the operation of the 
Funds or adversely impact investors. The Commission believes that 
waiving the 30-day operative delay is consistent with the protection of 
investors and the public interest. The Commission hereby waives the 30-
day operative delay and designates the proposal operative upon 
filing.\11\
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    \11\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).

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[[Page 5673]]

    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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2018-11 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-2018-11. 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 (http://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-2018-11 and should be submitted 
on or before March 1, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-02484 Filed 2-7-18; 8:45 am]
 BILLING CODE 8011-01-P