[Federal Register Volume 84, Number 169 (Friday, August 30, 2019)]
[Notices]
[Pages 45816-45819]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-18750]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-86760; File No. SR-NYSEArca-2019-33]
Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting
Proceedings To Determine Whether To Approve or Disapprove a Proposed
Rule Change, as Modified by Amendment No. 1, Regarding Changes to
Investments of the First Trust TCW Unconstrained Plus Bond ETF
August 26, 2019.
On May 6, 2019, NYSE Arca, Inc. (``NYSE Arca'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
modify investments of the First Trust TCW Unconstrained Plus Bond ETF,
the shares of which are currently listed and traded on the Exchange
pursuant to NYSE Arca Rule 8.600-E. On May 16, 2019, the Exchange filed
Amendment No. 1 to the proposed rule change. The proposed rule change,
as modified by Amendment No. 1, was published for comment in the
Federal Register on May 28, 2019.\3\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 85903 (May 21,
2019), 84 FR 24576 (``Notice'').
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On July 3, 2019, pursuant to Section 19(b)(2) of the Act,\4\ the
Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to approve or disapprove the proposed
rule change.\5\ The Commission has received no comment letters on the
proposal. The Commission is publishing this order to institute
proceedings under Section 19(b)(2)(B) of the Act \6\ to determine
whether to approve or disapprove the proposed rule change.
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\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 86299, 84 FR 32804
(July 9, 2019). The Commission designated August 26, 2019, as the
date by which it should approve, disapprove, or institute
proceedings to determine whether to approve or disapprove the
proposed rule change.
\6\ 15 U.S.C. 78s(b)(2)(B).
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I. Description of the Proposal 7
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\7\ The Commission notes that additional information regarding,
among other things, the Shares, Fund, investment objective,
permitted investments, investment strategies and methodology,
investment restrictions, investment adviser and sub-adviser,
creation and redemption procedures, availability of information,
trading rules and halts, and surveillance procedures, can be found
in the Notice (see supra note 3) and the Registration Statement (see
infra note 8), as applicable.
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The Exchange proposes to make certain changes to the investments of
the First Trust TCW Unconstrained Plus Bond ETF (``Fund''), the shares
(``Shares'') of which are currently listed and traded on the Exchange
under NYSE Arca Rule 8.600-E, which governs the listing and trading of
Managed Fund Shares on the Exchange. According to the Exchange, the
Shares of the Fund commenced trading on the Exchange on June 5, 2018
pursuant to the generic listing standards in Commentary .01 to NYSE
Arca Rule 8.600-E.
The Shares are offered by First Trust Exchange-Traded Fund VIII
(``Trust''), which is registered with the Commission as an open-end
management investment company.\8\ The Fund is a series of the Trust.
First Trust Advisors L.P. is the investment adviser (``Adviser'') to
the Fund. TCW Investment Management Company LLC (``TCW'' or ``Sub-
Adviser''), serves as the Fund's investment sub-adviser.\9\ First Trust
Portfolios L.P. is the distributor for the Fund's Shares. The Bank of
New York Mellon acts as the administrator, custodian, and transfer
agent for the Fund.
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\8\ The Exchange represents that the Trust is registered under
the Investment Company Act of 1940 (``1940 Act''). On May 29, 2018,
the Trust filed with the Commission its registration statement
(``Registration Statement'') on Form N-1A under the Securities Act
of 1933 and under the 1940 Act relating to the Fund (File Nos. 333-
210186 and 811-23147). In addition, the Exchange represents that the
Trust has obtained an order from the Commission granting certain
exemptive relief under the 1940 Act. See Investment Company Act
Release No. 30029 (April 10, 2012) (File No. 812-13795).
\9\ According to the Exchange, the Adviser and Sub-Adviser are
not registered as broker-dealers. The Adviser is affiliated with
First Trust Portfolios L.P., a broker-dealer, and has implemented
and will maintain a fire wall with respect to its broker-dealer
affiliate regarding access to information concerning the composition
of, and/or changes to, the portfolio. The Sub-Adviser is affiliated
with multiple broker-dealers and has implemented and will maintain a
fire wall with respect to its broker-dealer affiliates regarding
access to information concerning the composition of, and/or changes
to, the portfolio. In the event (a) the Adviser or the Sub-Adviser
becomes registered as a broker-dealer or newly affiliated with a
broker-dealer, or (b) any new adviser or sub-adviser is a registered
broker-dealer or becomes affiliated with a broker-dealer, it will
implement and maintain a fire wall with respect to relevant
personnel and any broker-dealer affiliate regarding access to
information concerning the composition of, 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.
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A. Principal Investments of the Fund
According to the Exchange, the investment objective of the Fund is
to seek to maximize long-term total return. Under normal market
conditions,\10\ the
[[Page 45817]]
Fund intends to invest at least 80% of its net assets (including
investment borrowings) in a portfolio of ``Fixed Income Securities''.
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\10\ The term ``normal market conditions'' is defined in NYSE
Arca Rule 8.600-E(c)(5). On a temporary basis, including for
defensive purposes, during the initial invest-up period (i.e., the
six-week period following the commencement of trading of Shares on
the Exchange) and during periods of high cash inflows or outflows
(i.e., rolling periods of seven calendar days during which inflows
or outflows of cash, in the aggregate, exceed 10% of the Fund's net
assets as of the opening of business on the first day of such
periods), the Fund may depart from its principal investment
strategies; for example, it may hold a higher than normal proportion
of its assets in cash. During such periods, the Fund may not be able
to achieve its investment objective. The Fund may adopt a defensive
strategy when the Adviser and/or the Sub-Adviser believes securities
in which the Fund normally invests have elevated risks due to
market, political or economic factors and in other extraordinary
circumstances.
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In managing the Fund's portfolio, TCW intends to employ a flexible
approach that allocates the Fund's investments across a range of global
investment opportunities and actively manage exposure to interest
rates, credit sectors, and currencies. TCW seeks to utilize
independent, bottom-up research to identify securities that are
undervalued and that offer a superior risk/return profile. Pursuant to
this investment strategy, the Fund may invest in the following Fixed
Income Securities, which may be represented by derivatives relating to
such securities, as discussed below:
Securities issued or guaranteed by the U.S. government or
its agencies, instrumentalities, or U.S. government-sponsored entities
(``U.S. government securities'');
Treasury Inflation Protected Securities (``TIPS'');
the following non-agency, non-government-sponsored entity
(``GSE''), and privately-issued mortgage-related and other asset-backed
securities: Residential mortgage-backed securities (``RMBS''),
commercial mortgage-backed securities (``CMBS''), asset-backed
securities (``ABS''), and collateralized loan obligations (``CLOs''
and, together with such RMBS, CMBS, and ABS, collectively, ``Private
ABS/MBS''); \11\
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\11\ In the Notice, the Exchange states that ``Private ABS/MBS''
are non-agency, non-GSE, and privately-issued mortgage-related and
other asset-backed securities as stated in Commentary .01(b)(5) to
NYSE Arca Rule 8.600-E.
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Agency RMBS, agency CMBS, and agency ABS;
domestic corporate bonds;
Fixed Income Securities issued by non-U.S. corporations
and non-U.S. governments;
bank loans, including first lien senior secured floating
rate bank loans (``Senior Loans''), secured and unsecured loans, second
lien or more junior loans, and bridge loans;
fixed income convertible securities;
fixed income preferred securities; and
municipal bonds.
In addition, the Fund may invest in agency RMBS and CMBS by
investing in to-be-announced transactions. The Fund may hold cash and
cash equivalents,\12\ as well as the following short-term instruments
with maturities of three months or more: Certificates of deposit;
bankers' acceptances; repurchase agreements and reverse repurchase
agreements; bank time deposits; and commercial paper. The Fund also may
enter into short sales of any securities in which the Fund may invest.
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\12\ According to the Exchange, cash equivalents are the short-
term instruments with maturities of less than 3 months enumerated in
Commentary .01(c) to NYSE Arca Rule 8.600-E.
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The Fund may utilize exchange-listed and over-the-counter (``OTC'')
traded derivatives instruments for duration/yield curve management and/
or hedging purposes, for risk management purposes, or as part of its
investment strategies. The Fund will use derivative instruments
primarily to hedge interest rate risk, actively manage interest rate
exposure, hedge foreign currency risk, and actively manage foreign
currency exposure. The Fund may also use derivative instruments to
enhance returns, as a substitute for, or to gain exposure to, a
position in an underlying asset, to reduce transaction costs, to
maintain full market exposure, to manage cash flows, or to preserve
capital. Derivatives may also be used to hedge risks associated with
the Fund's other portfolio investments. The Fund will not use
derivative instruments to gain exposure to Private ABS/MBS, and
derivative instruments linked to such securities will be used for
hedging purposes only. Derivatives that the Fund may enter into are the
following: Futures on interest rates, currencies, Fixed Income
Securities, and fixed income indices; exchange-traded and OTC options
on interest rates, currencies, Fixed Income Securities, and fixed
income indices; swap agreements on interest rates, currencies, Fixed
Income Securities, and fixed income indices; credit default swaps; and
currency forward contracts.
B. Other Investments of the Fund
While the Fund, under normal market conditions, invests at least
80% of its net assets in the Principal Investments described above, the
Fund may invest its remaining assets in the following ``Non-Principal
Investments.''
The Fund may invest in exchange-traded common stock, exchange-
traded preferred stock, exchange-traded real estate investment trusts
(``REITs''), and securities of other investment companies registered
under the 1940 Act, including money market funds, exchange-traded funds
(``ETFs''), open-end funds (other than money market funds and other
ETFs), and U.S. exchange-traded closed-end funds.\13\ In addition, the
Fund may hold exchange-traded notes (``ETNs''),\14\ exchange-traded or
OTC ``Work Out Securities,'' \15\ and exchange-traded or OTC equity
securities issued upon conversion of fixed income convertible
securities.
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\13\ According to the Exchange, the term ``ETFs'' are Investment
Company Units (as described in NYSE Arca Rule 5.2-E(j)(3));
Portfolio Depositary Receipts (as described in NYSE Arca Rule 8.100-
E); and Managed Fund Shares (as described in NYSE Arca Rule 8.600-
E). All ETFs will be listed and traded in the U.S. on a national
securities exchange. While the Fund may invest in inverse ETFs, the
Fund will not invest in leveraged (e.g., 2X, -2X, 3X, or -3X) ETFs.
\14\ ETNs are Index-Linked Securities (as described in NYSE Arca
Rule 5.2-E(j)(6)). While the Fund may invest in inverse ETNs, the
Fund will not invest in leveraged or inverse leveraged ETNs (e.g.,
2X or -3X).
\15\ According to the Exchange, For purposes of this filing,
Work Out Securities are U.S. or foreign equity securities of any
type acquired in connection with restructurings related to issuers
of Fixed Income Securities held by the Fund. Work Out Securities are
generally traded OTC, but may be traded on a U.S. or foreign
exchange.
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C. Investment Restrictions of the Fund 16
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\16\ The Exchange represents that the Fund will not invest in
securities or other financial instruments that have not been
described in the Notice.
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As stated in the Notice, the Fund proposes to not invest more than
2% of its total assets in any one Fixed Income Security (excluding U.S.
government securities and TIPS) on a per CUSIP basis. The Fund's
holdings in derivative instruments for hedging purposes would be
excluded from the determination of compliance with this 2% limitation.
The total gross notional value of the Fund's holdings in derivative
instruments used to gain exposure to a specific asset is limited to 2%
of the Fund's total assets.
Additionally, the Fund proposes to invest up to 50% of its total
assets in the aggregate in Private ABS/MBS, provided that the Fund (1)
may not invest more than 30% of its total assets in non-agency RMBS;
(2) may not invest more than 25% of its total assets in non-agency CMBS
and CLOs; and (3) may not invest more than 25% of its total assets in
non-agency ABS.
With respect to the Fund's investments in up to 30% of its total
assets in Private ABS/MBS that exceed the 20% of the weight of the
fixed income portion of the Fund's portfolio that may be invested in
Private ABS/
[[Page 45818]]
MBS under Commentary .01(b)(5) to NYSE Arca Rule 8.600-E,\17\ the
following restrictions will apply:
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\17\ Commentary .01(b)(5) to NYSE Arca Rule 8.600-E provides
that non-agency, non-GSE, and privately-issued mortgage-related and
other asset-backed securities components of a portfolio shall not
account, in the aggregate, for more than 20% of the weight of the
fixed income portion of the portfolio.
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Non-agency RMBS shall have an average loan maturity of 84
months or more;
Non-agency CMBS and CLOs shall have an average loan
maturity of 60 months or more; and
Non-agency ABS shall have an average loan maturity of 12
months or more.\18\
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\18\ Information relating to average loan maturity for non-
agency RMBS, non-agency CMBS, CLOs, and non-agency ABS is widely
available from major market data vendors such as Bloomberg.
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The Exchange proposes that up to 25% of the Fund's assets may be
invested in OTC derivatives that are used to reduce currency, interest
rate, or credit risk arising from the Fund's investments. The Fund's
investments in OTC derivatives other than OTC derivatives used to hedge
the Fund's portfolio against currency, interest rate, or credit risk
will be limited to 20% of the assets in the Fund's portfolio. For
purposes of these percentage limitations on OTC derivatives, the weight
of such OTC derivatives will be calculated as the aggregate gross
notional value of such OTC derivatives.
The Fund's holdings of bank loans will not exceed 15% of the Fund's
total assets, and the Fund's holdings of bank loans other than Senior
Loans will not exceed 5% of the Fund's total assets.
The Fund's holdings in fixed income convertible securities and in
equity securities issued upon conversion of such convertible securities
will not exceed 10% of the Fund's total assets.
The Fund's holdings in Work Out Securities will not exceed 5% of
the Fund's total assets.
The Fund's investments, including derivatives, will be consistent
with the Fund's investment objective and will not be used to enhance
leverage (although certain derivatives and other investments may result
in leverage). That is, the Fund's investments will not be used to seek
performance that is the multiple or inverse multiple (e.g., 2X or -3X)
of the Fund's primary broad-based securities benchmark index (as
defined in Form N-1A).
D. Impact on Arbitrage Mechanism
According to the Exchange, the Adviser and the Sub-Adviser believe
there will be minimal, if any, impact to the arbitrage mechanism as a
result of the Fund's use of derivatives and Private ABS/MBS. The
Adviser and the Sub-Adviser understand that market makers and
participants should be able to value derivatives and Private ABS/MBS as
long as the positions are disclosed with relevant information. The
Adviser and the Sub-Adviser believe that the price at which Shares of
the Fund trade will continue to be disciplined by arbitrage
opportunities created by the ability to purchase or redeem Shares of
the Fund at their net asset value (``NAV''), which should ensure that
Shares of the Fund will not trade at a material discount or premium in
relation to their NAV.
The Adviser and Sub-Adviser do not believe there will be any
significant impacts to the settlement or operational aspects of the
Fund's arbitrage mechanism due to the use of derivatives and Private
ABS/MBS.
E. The Proposed Modifications to the Shares' Listing Rule
The Exchange represents, among other things, that the Fund will not
comply with the requirement in Commentary .01(b)(1) to NYSE Arca Rule
8.600-E that components that in the aggregate account for at least 75%
of the fixed income weight of the portfolio each shall have a minimum
original principal amount outstanding of $100 million or more. Instead,
the Exchange proposes that components that in the aggregate account for
at least 50% of the fixed income weight of the portfolio each shall
have a minimum original principal amount outstanding of $50 million or
more. As noted above, the Fund may not invest more than 2% of its total
assets in any one Fixed Income Security (excluding U.S. government
securities and TIPS) on a per CUSIP basis. In addition, at least 50% of
the weight of the Fund's portfolio would continue to be subject to a
substantial minimum (i.e., $50 million) original principal amount
outstanding. The Exchange believes this limitation would provide
significant additional diversification to the Fund's investments in
Fixed Income Securities, and reduce concerns that the Fund's
investments in such securities would be readily susceptible to market
manipulation.
The Exchange also represents that the Fund will not comply with the
requirements in Commentary .01(b)(4) to NYSE Arca Rule 8.600-E that
component securities that in the aggregate account for at least 90% of
the fixed income weight of the portfolio meet one of the criteria
specified in Commentary .01(b)(4), because certain Private ABS/MBS
cannot satisfy the criteria in Commentary .01(b)(4).\19\ Instead, the
Exchange proposes that the Fund's investments in Fixed Income
Securities other than Private ABS/MBS will be required to comply with
the requirements of Commentary .01(b)(4). As noted above, the Fund may
not invest more than 2% of its total assets in any one Fixed Income
Security (excluding U.S. government securities and TIPS) on a per CUSIP
basis. The Exchange believes this limitation would provide additional
diversification to the Fund's investments in Private ABS/MBS, and
reduce concerns that the Fund's investment in such securities would be
readily susceptible to market manipulation.
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\19\ See Commentary .01(b)(4) to NYSE Arca Rule 8.600-E.
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Finally, the Exchange represents that the Fund will not comply with
the requirement in Commentary .01(b)(5) to NYSE Arca Rule 8.600-E that
Private ABS/MBS in the Fund's portfolio account, in the aggregate, for
no more than 20% of the weight of the fixed income portion of the
Fund's portfolio.\20\ The Exchange proposes that, in order to enable
the portfolio to be more diversified and provide the Fund with an
opportunity to earn higher returns, the Fund may invest up to 50% of
its total assets in the aggregate in Private ABS/MBS, consistent with
the investment restrictions proposed above. The Exchange believes these
limitations would provide additional diversification to the Fund's
Private ABS/MBS investments and reduce concerns that the Fund's
investment in such securities would be readily susceptible to market
manipulation.
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\20\ See note 17, supra.
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The Exchange notes that, other than the exceptions proposed in the
Notice, the Fund's portfolio will meet all other requirements of NYSE
Arca Rule 8.600-E.
II. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEArca-2019-33, as Modified by Amendment No. 1, and Grounds for
Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \21\ to determine whether the proposed rule
change should be approved or disapproved. Institution of such
proceedings is appropriate at this time in view of the legal and policy
issues raised by the proposed rule change. Institution of proceedings
does not indicate that the Commission has reached any conclusions with
respect to any of the
[[Page 45819]]
issues involved. Rather, as described below, the Commission seeks and
encourages interested persons to provide comments on the proposed rule
change.
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\21\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\22\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposed rule change's consistency with Section 6(b)(5)
of the Act, which requires, among other things, that the rules of a
national securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, and ``to protect investors and the public
interest.'' \23\
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\22\ Id.
\23\ 15 U.S.C. 78f(b)(5).
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The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice,\24\ in addition to any other comments they may wish to
submit about the proposed rule change. In particular, the Commission
seeks comment on the following questions and asks commenters to submit
data where appropriate to support their views.
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\24\ See Notice, supra note 3.
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If the listing rules for the Shares were amended as proposed,
including the average loan maturity thresholds for Private ABS/MBS,
would the listing rule continue to ensure that a substantial portion of
the Fund's portfolio consists of Fixed Income Securities for which
information is publicly available? If not, are there reasons why it may
not be necessary that information be publicly available for Private
ABS/MBS (as distinguished from other types of Fixed Income Securities)?
Has the Exchange adequately supported the use of the proposed
average loan maturity thresholds for Private ABS/MBS? Why or why not?
What further information regarding these thresholds would be useful to
market participants?
Does the Fund's proposal to not invest more than 2% of its total
assets in any one Fixed Income Security on a per CUSIP basis mitigate
concerns that the Fund's investment in such securities would be readily
susceptible to market manipulation. Why or why not?
Would the proposed increased investments in Private ABS/MBS by the
Fund increase the susceptibility of the Shares to manipulation? If so,
why; if not, why not? If the Fund's permitted investments were expanded
to the extent proposed, would any other restrictions on the Fund's
permitted investments be appropriate in order for the proposed rule
change to be consistent with Section 6(b)(5) of the Act?
III. Procedure: Request for Written Comments
The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Section 6(b)(5) or any other provision of the Act, or
the rules and regulations thereunder. Although there do not appear to
be any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 19b-4, any request for an
opportunity to make an oral presentation.\25\
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\25\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Acts Amendments of 1975, Senate Comm.
on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
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Interested persons are invited to submit written data, views, and
arguments regarding whether the proposal should be approved or
disapproved by September 20, 2019. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
October 4, 2019. The Commission asks that commenters address the
sufficiency of the Exchange's statements in support of the proposal, in
addition to any other comments they may wish to submit about the
proposed rule change.
Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSEArca-2019-33 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-2019-33. 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-2019-33 and should be submitted
by September 20, 2019. Rebuttal comments should be submitted by October
4, 2019.
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\26\ 17 CFR 200.30-3(a)(57).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-18750 Filed 8-29-19; 8:45 am]
BILLING CODE 8011-01-P