[Federal Register Volume 85, Number 77 (Tuesday, April 21, 2020)]
[Notices]
[Pages 22200-22212]
[FR Doc No: 2020-08385]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88648; File No. SR-NYSEArca-2020-32]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Adopt a New NYSE
Arca Rule 8.900-E

April 15, 2020.
    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 April 9, 2020, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
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 to adopt a new NYSE Arca Rule 8.900-E to
permit it to list and trade Managed Portfolio Shares, which are shares
of actively managed exchange-traded funds (``ETFs'') for which the
portfolio is disclosed in accordance with standard mutual fund
disclosure rules. 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 Exchange proposes to add new NYSE Arca Rule 8.900-E for the
purpose of permitting the listing and trading, or trading pursuant to
unlisted trading privileges (``UTP''), of Managed Portfolio Shares,
which are securities issued by an actively managed open-end investment
management company.
Proposed Listing Rules
    Proposed Rule 8.900-E(a) provides that the Exchange will consider
for trading, whether by listing or pursuant to UTP, Managed Portfolio
Shares that meet the criteria of Rule 8.900-E.
    Proposed Rule 8.900-E(b) provides that Rule 8.900-E is applicable
only to Managed Portfolio Shares and that, except to the extent
inconsistent with Rule 8.900-E, or unless the context otherwise
requires, the rules and procedures of the Exchange's Board of Directors
shall be applicable to the trading on the Exchange of such securities.
Proposed Rule 8.900(b) provides further that Managed Portfolio Shares
are included within the definition of ``security'' or ``securities'' as
such terms are used in the Rules of the Exchange.
    Proposed Rule 8.900-E(b)(1) provides that the Exchange will file
separate proposals under Section 19(b) of the Act before the listing
and trading of a series of Managed Portfolio Shares. The proposed rule
further provides that all statements or representations contained in
such rule filing regarding (a) the description of the portfolio or
reference asset, (b) limitations on portfolio holdings or reference
assets, or (c) the applicability of Exchange listing rules specified in
such rule filing will constitute continued listing requirements. An
issuer of such securities must notify the Exchange of any failure to
comply with such continued listing requirements.
    Proposed Rule 8.900-E(b)(2) provides that transactions in Managed
Portfolio Shares will occur during the trading hours specified in NYSE
Arca Rule 7.34-E(a).
    Proposed Rule 8.900-E(b)(3) provides that the Exchange will
implement and maintain written surveillance procedures for Managed
Portfolio Shares. As part of these surveillance procedures, the
Investment Company's investment adviser will upon request by the
Exchange or FINRA, on behalf of the Exchange, make available to the
Exchange or FINRA the daily portfolio holdings of each series of
Managed Portfolio Shares.
    Proposed Rule 8.900-E(b)(4) provides that, if the investment
adviser to the Investment Company issuing Managed Portfolio Shares is
registered as a broker-dealer or is affiliated with a broker-dealer,
such investment adviser will erect and maintain a ``fire wall'' between
the investment adviser and personnel of the broker-dealer or broker-
dealer affiliates, as applicable, with respect to access to information
concerning the composition of and/or changes to such Investment Company
portfolio and/or the Creation Basket. Any person related to the
investment adviser or Investment Company who makes decisions pertaining
to the Investment Company's portfolio composition or has access to
information regarding the Investment Company's portfolio composition or
changes thereto or the Creation Basket must be subject to procedures
designed to prevent the use and dissemination of material non-public
information regarding the applicable Investment Company portfolio or
changes thereto or the Creation Basket.
    Proposed Rule 8.900-E(b)(5) provides that any person or entity,
including an AP Representative, custodian, Reporting Authority,
distributor, or administrator, who has access to non-public information
regarding the Investment Company's portfolio composition or changes
thereto or the Creation Basket, must be subject to procedures
reasonably designed to prevent the use and dissemination of material
non-public information regarding the applicable Investment Company
portfolio or changes thereto or the Creation Basket. Moreover, if any
such person or entity is registered as a broker-dealer or affiliated
with a broker-dealer, such person or entity will erect and maintain a
``fire wall'' between the person or entity and the broker-dealer with
respect to access to information concerning the composition and/or
changes to such Investment Company portfolio or Creation Basket.
    Proposed Rule 8.900-E(c)(1) defines the term ``Managed Portfolio
Share'' as a security that (a) represents an interest in an investment
company registered under the Investment Company Act of 1940
(``Investment Company'') organized as an open-end management investment
company, that invests in a portfolio of securities selected by the
Investment Company's investment adviser consistent with the Investment
Company's investment objectives and policies; (b) is issued in a
Creation Unit, or multiples thereof, in return for a designated
portfolio of instruments (and/or an amount of cash) with a value equal
to the next determined net asset value and delivered to the Authorized
Participant (as defined in the Investment Company's Form N-1A filed
with the Commission) through a Confidential Account; (c) when
aggregated into a Redemption Unit, or multiples thereof, may be
redeemed for a designated portfolio of instruments (and/or an amount of
cash) with a value equal to the next determined net asset value
delivered to the Confidential Account for the benefit of the Authorized
Participant; and (d) the portfolio holdings for which are disclosed
within at least 60 days following the end of every fiscal quarter.\4\
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    \4\ For purposes of this filing, references to a series of
Managed Portfolio Shares are referred to interchangeably as a series
of Managed Portfolio Shares or as a ``Fund'' and shares of a series
of Managed Portfolio Shares are generally referred to as the
``Shares''.
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    Proposed Rule 8.900-E(c)(2) defines the term ``Verified Intraday
Indicative Value (``VIIV'') as the indicative value of a Managed
Portfolio Share based on all of the holdings of a series of Managed
Portfolio Shares as of the close of business on the prior business day
and, for corporate actions, based on the applicable holdings as of the
opening of business on the current business day, priced and
disseminated in one second intervals during the Core Trading Session by
the Reporting Authority.
    Proposed Rule 8.900-E(c)(3) defines the term ``AP Representative''
as an unaffiliated broker-dealer, with which an Authorized Participant
has signed an agreement to establish a Confidential Account for the
benefit of such Authorized Participant, that will deliver or receive,
on behalf of the Authorized Participant, all consideration to or from
the Investment Company in a creation or redemption. An AP
Representative will not be permitted to disclose the Creation Basket to
any person, including the Authorized Participants.
    Proposed Rule 8.900-E(c)(4) defines the term ``Confidential
Account'' as an account owned by an Authorized Participant and held
with an AP Representative on behalf of the Authorized Participant. The
account will be established and governed by contractual agreement
between the AP Representative and the Authorized Participant solely for
the purposes of creation and redemption, while keeping confidential the
Creation Basket constituents of each series of Managed Portfolio
Shares, including from the Authorized Participant. The books and
records of the Confidential Account will

be maintained by the AP Representative on behalf of the Authorized
Participant.
    Proposed Rule 8.900-E(c)(5) defines the term ``Creation Basket'' as
on any given business day the names and quantities of the specified
instruments (and/or an amount of cash) that are required for an AP
Representative to deposit in-kind on behalf of an Authorized
Participant in exchange for a Creation Unit and the names and
quantities of the specified instruments (and/or an amount of cash) that
will be transferred in-kind to an AP Representative on behalf of an
Authorized Participant in exchange for a Redemption Unit, which will be
identical and will be transmitted to each AP Representative before the
commencement of trading.
    Proposed Rule 8.900-E(c)(6) defines the term ``Creation Unit'' as a
specified minimum number of Managed Portfolio Shares issued by an
Investment Company at the request of an Authorized Participant in
return for a designated portfolio of instruments and/or cash.
    Proposed Rule 8.900-E(c)(7) defines the term ``Redemption Unit'' as
a specified minimum number of Managed Portfolio Shares that may be
redeemed to an Investment Company at the request of an Authorized
Participant in return for a portfolio of instruments and/or cash.
    Proposed Rule 8.900-E(c)(8) defines the term ``Reporting
Authority'' in respect of a particular series of Managed Portfolio
Shares as the Exchange, an institution, or a reporting service
designated by the Exchange or by the exchange that lists a particular
series of Managed Portfolio Shares (if the Exchange is trading such
series pursuant to unlisted trading privileges), as the official source
for calculating and reporting information relating to such series,
including, but not limited to, the net asset value, the Verified
Intraday Indicative Value, or other information relating to the
issuance, redemption or trading of Managed Portfolio Shares. A series
of Managed Portfolio Shares may have more than one Reporting Authority,
each having different functions.
    Proposed Rule 8.900-E(c)(9) provides that the term ``Normal Market
Conditions'' includes, but is not limited to, the absence of trading
halts in the applicable financial markets generally; operations issues
(e.g., systems failure) causing dissemination of inaccurate market
information; or force majeure type events such as natural or man-made
disaster, act of God, armed conflict, act of terrorism, riot or labor
disruptions or any similar intervening circumstance.
    Proposed Rule 8.900-E(d) sets forth initial listing criteria
applicable to Managed Portfolio Shares. Proposed Rule 8.900-E(d)(1)(A)
provides that, for each series of Managed Portfolio Shares, the
Exchange will establish a minimum number of Managed Portfolio Shares
required to be outstanding at the time of commencement of trading on
the Exchange. In addition, proposed Rule 8.900-E(d)(1)(B) provides that
the Exchange will obtain a representation from the issuer of each
series of Managed Portfolio Shares that the net asset value (``NAV'')
per share for the series will be calculated daily and that the NAV will
be made available to all market participants at the same time.\5\
Proposed Rule 8.900-E(d)(1(C) provides that all Managed Portfolio
Shares shall have a stated investment objective, which shall be adhered
to under Normal Market Conditions.
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    \5\ NYSE Arca Rule 7.18-E(d)(2) (``Trading Halts of Derivative
Securities Products Listed on the NYSE Arca Marketplace)'' provides
that, with respect to Derivative Securities Products listed on the
NYSE Arca Marketplace for which a NAV is disseminated, if the
Exchange becomes aware that the NAV is not being disseminated to all
market participants at the same time, it will halt trading in the
affected Derivative Securities Product on the NYSE Arca Marketplace
until such time as the NAV is available to all market participants.
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    Proposed Rule 8.900-E(d)(2) provides that each series of Managed
Portfolio Shares will be listed and traded subject to application of
the following continued listing criteria. Proposed Rule 8.900-
E(d)(2)(A) provides that the VIIV for Managed Portfolio Shares will be
widely disseminated by the Reporting Authority and/or by one or more
major market data vendors in one second intervals during the Exchange's
Core Trading Session (as defined in NYSE Arca Rule 7.34-E) and will be
disseminated to all market participants at the same time.
    Proposed Rule 8.900-E(d)(2)(B) provides that the Exchange will
consider the suspension of trading in, and will commence delisting
proceedings under Rule 5.5-E(m) for, a series of Managed Portfolio
Shares under any of the following circumstances: (i) If, following the
initial twelve-month period after commencement of trading on the
Exchange of a series of Managed Portfolio Shares, there are fewer than
50 beneficial holders of the series of Managed Portfolio Shares; (ii)
if the Exchange has halted trading in a series of Managed Portfolio
Shares because the VIIV is interrupted pursuant to Rule 8.900-
E(d)(2)(C)(ii) and such interruption persists past the trading day in
which it occurred or is no longer available; (iii) if the Exchange has
halted trading in a series of Managed Portfolio Shares because the NAV
with respect to such series of Managed Portfolio Shares is not
disseminated to all market participants at the same time, the holdings
of such series of Managed Portfolio Shares are not made available on at
least a quarterly basis as required under the Investment Company Act of
1940 (the ``1940 Act''), or such holdings are not made available to all
market participants at the same time pursuant to Rule 8.900-
E(d)(2)(C)(ii) and such issue persists past the trading day in which it
occurred; (iv) if the Exchange has halted trading in a series of
Managed Portfolio Shares pursuant to Rule 8.900-E(d)(2)(C)(i), such
issue persists past the trading day in which it occurred; (v) if the
Investment Company issuing the Managed Portfolio Shares has failed to
file any filings required by the Commission or if the Exchange is aware
that the Investment Company is not in compliance with the conditions of
any currently applicable exemptive order or no-action relief granted by
the Commission or Commission staff to the Investment Company with
respect to the series of Managed Portfolio Shares; (vi) if any of the
continued listing requirements set forth in Rule 8.900-E are not
continuously maintained; (vii) if any of the statements or
representations regarding (a) the description of the portfolio, (b)
limitations on portfolio holdings, or (c) the applicability of Exchange
listing rules, specified in the Exchange's rule filing pursuant to
Section 19(b) of the Securities Exchange Act of 1934 to permit the
listing and trading of a series of Managed Portfolio Shares, are not
continuously maintained; or (viii) if such other event shall occur or
condition exists which, in the opinion of the Exchange, makes further
dealings on the Exchange inadvisable.
    Proposed Rule 8.900-E(d)(2)(C)(i) provides that the Exchange may
consider all relevant factors in exercising its discretion to halt
trading in a series of Managed Portfolio Shares. Trading may be halted
because of market conditions or for reasons that, in the view of the
Exchange, make trading in the series of Managed Portfolio Shares
inadvisable. These may include: (a) The extent to which trading is not
occurring in the securities and/or the financial instruments composing
the portfolio; or (b) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present.
    Proposed Rule 8.900-E(d)(2)(C)(ii) provides that, if the Exchange
becomes

aware that: (a) the Verified Intraday Indicative Value of a series of
Managed Portfolio Shares is not being calculated or disseminated in one
second intervals, as required; (b) the net asset value with respect to
a series of Managed Portfolio Shares is not disseminated to all market
participants at the same time; (c) the holdings of a series of Managed
Portfolio Shares are not made available on at least a quarterly basis
as required under the 1940 Act; or (d) such holdings are not made
available to all market participants at the same time (except as
otherwise permitted under the currently applicable exemptive order or
no-action relief granted by the Commission or Commission staff to the
Investment Company with respect to the series of Managed Portfolio
Shares), it will halt trading in such series until such time as the
Verified Intraday Indicative Value, the net asset value, or the
holdings are available, as required.
    Proposed Rule 8.900-E(d)(2)(D) provides that, upon termination of
an Investment Company, the Exchange requires that Managed Portfolio
Shares issued in connection with such entity be removed from Exchange
listing.
    Proposed Rule 8.900-E(d)(2)(E) provides that voting rights shall be
as set forth in the applicable Investment Company prospectus and/or
statement of additional information.
    Proposed Rule 8.900-E(e), which relates to limitation of Exchange
liability, provides that neither the Exchange, the Reporting Authority,
when the Exchange is acting in the capacity of a Reporting Authority,
nor any agent of the Exchange shall have any liability for damages,
claims, losses or expenses caused by any errors, omissions, or delays
in calculating or disseminating any current portfolio value; the
current value of the portfolio of securities required to be deposited
to the open-end management investment company in connection with
issuance of Managed Portfolio Shares; the VIIV; the amount of any
dividend equivalent payment or cash distribution to holders of Managed
Portfolio Shares; NAV; or other information relating to the purchase,
redemption, or trading of Managed Portfolio Shares, resulting from any
negligent act or omission by the Exchange, the Reporting Authority when
the Exchange is acting in the capacity of a Reporting Authority, or any
agent of the Exchange, or any act, condition, or cause beyond the
reasonable control of the Exchange, its agent, or the Reporting
Authority, when the Exchange is acting in the capacity of a Reporting
Authority, including, but not limited to, an act of God; fire; flood;
extraordinary weather conditions; war; insurrection; riot; strike;
accident; action of government; communications or power failure;
equipment or software malfunction; or any error, omission, or delay in
the reports of transactions in one or more underlying securities.
    Proposed Rule 8.900-E(f), which relates to disclosures, provides
that the provisions of subparagraph (f) apply only to series of Managed
Portfolio Shares that are the subject of an order by the Commission
exempting such series from certain prospectus delivery requirements
under Section 24(d) of the 1940 Act and are not otherwise subject to
prospectus delivery requirements under the Securities Act of 1933. The
Exchange will inform its ETP Holders regarding application of
subparagraph (f) to a particular series of Managed Portfolio Shares by
means of an information circular prior to commencement of trading in
such series.
    The Exchange requires that ETP Holders provide to all purchasers of
a series of Managed Portfolio Shares a written description of the terms
and characteristics of those securities, in a form prepared by the
open-end management investment company issuing such securities, not
later than the time a confirmation of the first transaction in such
series is delivered to such a purchaser. In addition, ETP Holders shall
include such a written description with any sales material relating to
a series of Managed Portfolio Shares that is provided to customers or
the public. Any other written materials provided by an ETP Holder to
customers or the public making specific reference to a series of
Managed Portfolio Shares as an investment vehicle must include a
statement in substantially the following form: ``A circular describing
the terms and characteristics of (the series of Managed Portfolio
Shares) has been prepared by the (open-end management investment
company name) and is available from your broker. It is recommended that
you obtain and review such circular before purchasing (the series of
Managed Portfolio Shares).''
    An ETP Holder carrying an omnibus account for a non-ETP Holder
broker-dealer is required to inform such non-ETP Holder that execution
of an order to purchase a series of Managed Portfolio Shares for such
omnibus account will be deemed to constitute agreement by the non-ETP
Holder to make such written description available to its customers on
the same terms as are directly applicable to ETP Holders under this
rule.
    Upon request of a customer, an ETP Holder shall also provide a
prospectus for the particular series of Managed Portfolio Shares.
    Additionally, the Exchange proposes to amend current Rule 5.3-E to
include Managed Portfolio Shares listed pursuant to proposed Rule
8.900-E among the derivative or special purpose securities that are
subject to a limited set of corporate governance and disclosure
policies. Similarly, the Exchange proposes to amend Rule 5.3-E(e) to
include Managed Portfolio Shares listed pursuant to proposed Rule
8.900-E among the derivative or special purpose securities to which the
requirements concerning shareholder/annual meetings do not apply.
Key Features of Managed Portfolio Shares
    While each series of Managed Portfolio Shares will be actively
managed and, to that extent, will be similar to Managed Fund Shares (as
defined in Rule 8.600-E),\6\ Managed Portfolio Shares differ from
Managed Fund Shares in the following important respects. First, in
contrast to Managed Fund Shares, which require a ``Disclosed
Portfolio'' to be disseminated at least once daily,\7\ the portfolio
for a series of Managed Portfolio Shares will be disclosed quarterly in
accordance with normal disclosure requirements otherwise applicable to
open-end investment companies registered under the 1940

Act.\8\ The composition of the portfolio of a series of Managed
Portfolio Shares would not be available at commencement of Exchange
listing and/or trading. Second, in connection with the creation and
redemption of shares in Creation Unit or Redemption Unit size (as
described below), the delivery of any portfolio securities in kind will
be effected through a Confidential Account (as described below) for the
benefit of the creating or redeeming AP (as described below in
``Creation and Redemption of Shares'') without disclosing the identity
of such securities to the AP.
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    \6\ The Commission approved a proposed rule change to adopt
rules permitting the listing and trading of Managed Fund Shares. See
Securities Exchange Act Release No. 57619 (April 4, 2008), 73 FR
19544 (April 10, 2008) (SR-NYSEArca-2008-25) (Order Granting
Accelerated Approval of Rules Permitting the Listing and Trading of
Managed Fund Shares, Trading Hours and Halts, Listing Fees
Applicable To Managed Fund Shares). The Commission has also
previously approved listing and trading on the Exchange of a number
of issues of Managed Fund Shares under Rule 8.600-E. See, e.g.,
Securities Exchange Act Release Nos. 57801 (May 8, 2008), 73 FR
27878 (May 14, 2008) (SR-NYSEArca-2008-31) (order approving Exchange
listing and trading of twelve actively-managed funds of the
WisdomTree Trust); 60460 (August 7, 2009), 74 FR 41468 (August 17,
2009) (SR-NYSEArca-2009-55) (order approving listing of Dent
Tactical ETF); 63076 (October 12, 2010), 75 FR 63874 (October 18,
2010) (SR-NYSEArca-2010-79) (order approving Exchange listing and
trading of Cambria Global Tactical ETF); 63802 (January 31, 2011),
76 FR 6503 (February 4, 2011) (SR-NYSEArca-2010-118) (order
approving Exchange listing and trading of the SiM Dynamic Allocation
Diversified Income ETF and SiM Dynamic Allocation Growth Income
ETF).
    \7\ NYSE Arca Rule 8.600-E(c)(2) defines the term ``Disclosed
Portfolio'' as the identities and quantities of the securities and
other assets held by the Investment Company that will form the basis
for the Investment Company's calculation of net asset value at the
end of the business day. NYSE Arca Equities Rule 8.600-E(d)(2)(B)(i)
requires that the Disclosed Portfolio be disseminated at least once
daily and be made available to all market participants at the same
time.
    \8\ Form N-PORT requires reporting of a fund's complete
portfolio holdings on a position-by-position basis on a quarterly
basis within 60 days after fiscal quarter end. Investors can obtain
a fund's Statement of Additional Information, its Shareholder
Reports, its Form N-CSR, filed twice a year, and its Form N-CEN,
filed annually. A Fund's SAI and Shareholder Reports are available
free upon request from the Investment Company, and those documents
and the Form N-PORT, Form N-CSR, and Form N-CEN may be viewed on-
screen or downloaded from the Commission's website at www.sec.gov.
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    For each series of Managed Portfolio Shares, an estimated value--
the VIIV-- that reflects an estimated intraday value of a fund's
portfolio will be disseminated. Specifically, the VIIV will be based
upon all of a series' holdings as of the close of the prior business
day and, for corporate actions, based on the applicable holdings as of
the opening of business on the current business day, and will be widely
disseminated by the Reporting Authority and/or one or more major market
data vendors in one second intervals during the Exchange's Core Trading
Session. The dissemination of the VIIV will allow investors to
determine the estimated intra-day value of the underlying portfolio of
a series of Managed Portfolio Shares and will provide a close estimate
of that value throughout the trading day.
    The Exchange, after consulting with various Lead Market Makers
(``LMMs'') \9\ that trade ETFs on the Exchange, believes that market
makers will be able to make efficient and liquid markets priced near
the ETF's intraday value as long as a VIIV is disseminated in one
second intervals, and market makers employ market making techniques
such as ``statistical arbitrage,'' including correlation hedging, beta
hedging, and dispersion trading, which is currently used throughout the
financial services industry, to make efficient markets in exchange-
traded products.\10\ For Managed Portfolio Shares, market makers may
use the knowledge of a Fund's means of achieving its investment
objective, as described in the applicable Fund registration statement
(the ``Registration Statement''), to construct a hedging proxy for a
Fund to manage a market maker's quoting risk in connection with trading
Fund Shares. Market makers can then conduct statistical arbitrage
between their hedging proxy (for example, the Russell 1000 Index) and
Shares of a Fund, buying and selling one against the other over the
course of the trading day. This ability should permit market makers to
make efficient markets in an issue of Managed Portfolio Shares without
precise knowledge \11\ of a Fund's underlying portfolio.\12\ This is
similar to certain other existing exchange-traded products (for
example, ETFs that invest in foreign securities that do not trade
during U.S. trading hours), in which spreads may be generally wider in
the early days of trading and then narrow as market makers gain more
confidence in their real-time hedges.
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    \9\ The term ``Lead Market Maker'' is defined in Rule 1.1(w) to
mean a registered Market Maker that is the exclusive Designated
Market Maker in listings for which the Exchange is the primary
market.
    \10\ Statistical arbitrage enables a trader to construct an
accurate proxy for another instrument, allowing it to hedge the
other instrument or buy or sell the instrument when it is cheap or
expensive in relation to the proxy. Statistical analysis permits
traders to discover correlations based purely on trading data
without regard to other fundamental drivers. These correlations are
a function of differentials, over time, between one instrument or
group of instruments and one or more other instruments. Once the
nature of these price deviations have been quantified, a universe of
securities is searched in an effort to, in the case of a hedging
strategy, minimize the differential. Once a suitable hedging proxy
has been identified, a trader can minimize portfolio risk by
executing the hedging basket. The trader then can monitor the
performance of this hedge throughout the trade period making
corrections where warranted. In the case of correlation hedging, the
analysis seeks to find a proxy that matches the pricing behavior of
a fund. In the case of beta hedging, the analysis seeks to determine
the relationship between the price movement over time of a fund and
that of another stock. Dispersion trading is a hedged strategy
designed to take advantage of relative value differences in implied
volatilities between an index and the component stocks of that
index. Such trading strategies will allow market participants to
engage in arbitrage between series of Managed Portfolio Shares and
other instruments, both through the creation and redemption process
and strictly through arbitrage without such processes.
    \11\ Using the various trading methodologies described above,
both APs and other market participants will be able to hedge
exposures by trading correlative portfolios, securities or other
proxy instruments, thereby enabling an arbitrage functionality
throughout the trading day. For example, if an AP believes that
Shares of a Fund are trading at a price that is higher than the
value of its underlying portfolio based on the VIIV, the AP may sell
Shares short and purchase securities that the AP believes will track
the movements of a Fund's portfolio until the spread narrows and the
AP executes offsetting orders or the AP enters an order through its
AP Representative to create Fund Shares. Upon the completion of the
Creation Unit, the AP will unwind its correlative hedge. Similarly,
a non-AP market participant would be able to perform an identical
function but, because it would not be able to create or redeem
directly, would have to employ an AP to create or redeem Shares on
its behalf.
    \12\ APs that enter into their own separate Confidential
Accounts shall have enough information to ensure that they are able
to comply with applicable regulatory requirements. For example, for
purposes of net capital requirements, the maximum Securities Haircut
applicable to the securities in a Creation Basket, as determined
under Rule 15c3-1, will be disclosed daily on each Fund's website.
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    To protect the identity and weightings of the portfolio holdings, a
series of Managed Portfolio Shares would sell and redeem their shares
in Creation Units and Redemption Units to APs only through an AP
Representative. As such, on each business day, before commencement of
trading in Shares on the Exchange, each series of Managed Portfolio
Shares will provide to an AP Representative of each AP the names and
quantities of the instruments comprising a Creation Basket, i.e., the
Deposit Instruments or ``Redemption Instruments'' and the estimated
``Balancing Amount'' (if any),\13\ for that day (as further described
below). This information will permit APs to purchase Creation Units or
redeem Redemption Units through an in-kind transaction with a Fund, as
described below.
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    \13\ The Balancing Amount is the cash amount necessary for the
applicable Fund to receive or pay to compensate for the difference
between the value of the securities delivered as part of a
redemption and the NAV, to the extent that such values are
different.
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Creation and Redemptions of Shares
    In connection with the creation and redemption of Creation Units
and Redemption Units, the delivery or receipt of any portfolio
securities in-kind will be required to be effected through a
Confidential Account \14\ with an AP Representative,\15\ which will be
a broker-dealer such as broker-dealer affiliates of JP Morgan Chase,
State Street Bank and Trust, or Bank of New York Mellon, for the
benefit of an AP.\16\

An AP must be a Depository Trust Company (``DTC'') Participant that has
executed a ``Participant Agreement'' with the applicable distributor
(the ``Distributor'') with respect to the creation and redemption of
Creation Units and Redemption Units and formed a Confidential Account
for its benefit in accordance with the terms of the Participant
Agreement. For purposes of creations or redemptions, all transactions
will be effected through the respective AP's Confidential Account, for
the benefit of the AP without disclosing the identity of such
securities to the AP. The Funds will offer and redeem Creation Units
and Redemption Units on a continuous basis at the NAV per Share next
determined after receipt of an order in proper form. The NAV per Share
of each Fund will be determined as of the close of regular trading each
business day. Funds will sell and redeem Creation Units and Redemption
Units only on business days.
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    \14\ Transacting through a Confidential Account is designed to
be very similar to transacting through any broker-dealer account,
except that the AP Representative will be bound to keep the names
and weights of the portfolio securities confidential. Each service
provider that has access to the identity and weightings of
securities in a Fund's Creation Basket or portfolio securities, such
as a Fund's custodian or pricing verification agent, shall be
restricted contractually from disclosing that information to any
other person, or using that information for any purpose other than
providing services to the Fund. To comply with certain recordkeeping
requirements applicable to APs, the AP Representative will maintain
and preserve, and make available to the Commission, certain required
records related to the securities held in the Confidential Account.
    \15\ Each AP shall enter into its own separate Confidential
Account with an AP Representative.
    \16\ Each Fund will identify one or more entities to enter into
a contractual arrangement with the Fund to serve as an AP
Representative. In selecting entities to serve as AP
Representatives, a Fund will obtain representations from the entity
related to the confidentiality of the Fund's Creation Basket and
portfolio securities, the effectiveness of information barriers, and
the adequacy of insider trading policies and procedures. In
addition, as a broker-dealer, Section 15(g) of the Act requires the
AP Representative to establish, maintain, and enforce written
policies and procedures reasonably designed to prevent the misuse of
material, non-public information by the AP Representative or any
person associated with the AP Representative.
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    Each AP Representative will be given, before the commencement of
trading each business day, the Creation Basket for that day. The
published Creation Basket will apply until a new Creation Basket is
announced on the following business day, and there will be no intra-day
changes to the Creation Basket except to correct errors in the
published Creation Basket. In order to keep costs low and permit Funds
to be as fully invested as possible, Shares will be purchased and
redeemed in Creation Units and Redemption Units and generally on an in-
kind basis. Accordingly, except where the purchase or redemption will
include cash under the circumstances required or determined permissible
by the Fund, APs will be required to purchase Creation Units by making
an in-kind deposit of specified instruments (``Deposit Instruments''),
and APs redeeming their Shares will receive an in-kind transfer of
Redemption Instruments through the AP Representative in their
Confidential Account.\17\
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    \17\ Funds must comply with the federal securities laws in
accepting Deposit Instruments and satisfying redemptions with
Redemption Instruments, including that the Deposit Instruments and
Redemption Instruments are sold in transactions that would be exempt
from registration under the 1933 Act.
---------------------------------------------------------------------------

    In the case of a creation, the AP \18\ would enter into an
irrevocable creation order with a Fund and then direct the AP
Representative to purchase the necessary basket of portfolio
securities. The AP Representative would then purchase the necessary
securities in the Confidential Account. In purchasing the necessary
securities, the AP Representative would use methods such as breaking
the purchase into multiple purchases and transacting in multiple
marketplaces. Once the necessary basket of securities has been
acquired, the purchased securities held in the Confidential Account
would be contributed in-kind to the applicable Fund.
---------------------------------------------------------------------------

    \18\ An AP will issue execution instructions to the AP
Representative and be responsible for all associated profit or
losses. Like a traditional ETF, the AP has the ability to sell the
basket securities at any point during the Core Trading Session.
---------------------------------------------------------------------------

    Other market participants that are not APs will not have the
ability to create or redeem shares directly with a Fund. Rather, if
other market participants wish to create or redeem Shares in a Fund,
they will have to do so through an AP.
Placement of Purchase Orders
    Each Fund will issue Shares through the Distributor on a continuous
basis at NAV. The Exchange represents that the issuance of Shares will
operate in a manner substantially similar to that of other ETFs. Each
Fund will issue Shares only at the NAV per Share next determined after
an order in proper form is received.
    The Distributor will furnish acknowledgements to those placing
orders that the orders have been accepted, but the Distributor may
reject any order which is not submitted in proper form, as described in
a Fund's prospectus or Statement of Additional Information (``SAI'').
The NAV of each Fund is expected to be determined once each business
day at a time determined by the board of the Investment Company
(``Board''), currently anticipated to be as of the close of the regular
trading session on the NYSE (ordinarily 4:00 p.m. E.T.) (the
``Valuation Time''). Each Fund will establish a cut-off time (``Order
Cut-Off Time'') for purchase orders in proper form. To initiate a
purchase of Shares, an AP must submit to the Distributor an irrevocable
order to purchase such Shares after the most recent prior Valuation
Time.
    Purchases of Shares will be settled in-kind and/or cash for an
amount equal to the applicable NAV per Share purchased plus applicable
``Transaction Fees,'' as discussed below.
    Generally, all orders to purchase Creation Units must be received
by the Distributor no later than the end of Core Trading Session on the
date such order is placed (``Transmittal Date'') in order for the
purchaser to receive the NAV per Share determined on the Transmittal
Date. In the case of custom orders made in connection with creations or
redemptions in whole or in part in cash, the order must be received by
the Distributor, no later than the Order Cut-Off Time.\19\
---------------------------------------------------------------------------

    \19\ A ``custom order'' is any purchase or redemption of Shares
made in whole or in part on a cash basis, as provided in the
Registration Statement.
---------------------------------------------------------------------------

Authorized Participant Redemption
    The Shares may be redeemed to a Fund in Redemption Unit size or
multiples thereof as described below. Redemption orders of Redemption
Units must be placed by or through an AP (``AP Redemption Order'').
Each Fund will establish an Order Cut-Off Time for redemption orders of
Redemption Units in proper form. Redemption Units of a Fund will be
redeemable at their NAV per Share next determined after receipt of a
request for redemption by the Investment Company in the manner
specified below before the Order Cut-Off Time. To initiate an AP
Redemption Order, an AP must submit to the Distributor an irrevocable
order to redeem such Redemption Unit after the most recent prior
Valuation Time but not later than the Order Cut-Off Time.
    In the case of a redemption, the AP would enter into an irrevocable
redemption order, and then instruct the AP Representative to sell the
underlying basket of securities that it will receive in the redemption.
As with the purchase of securities, the AP Representative would be
required to obfuscate the sale of the portfolio securities it will
receive as redemption proceeds using similar tactics.
    Consistent with the provisions of Section 22(e) of the 1940 Act and
Rule 22e-2 thereunder, the right to redeem will not be suspended, nor
payment upon redemption delayed, except for: (1) Any period during
which the Exchange is closed other than customary weekend and holiday
closings, (2) any period during which trading on the Exchange is
restricted, (3) any period during which an emergency exists as a result
of which disposal by a Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for a Fund to determine
its NAV, and (4) for such other periods as the Commission may by

order permit for the protection of shareholders.
    It is expected that redemptions will occur primarily in-kind,
although redemption payments may also be made partly or wholly in cash.
The Participant Agreement signed by each AP will require establishment
of a Confidential Account to receive distributions of securities in-
kind upon redemption.\20\ Each AP will be required to open a
Confidential Account with an AP Representative in order to facilitate
orderly processing of redemptions.
---------------------------------------------------------------------------

    \20\ The terms of each Confidential Account will be set forth as
an exhibit to the applicable Participant Agreement, which will be
signed by each AP. The Authorized Participant will be free to choose
an AP Representative for its Confidential Account from a list of
broker-dealers that have signed confidentiality agreements with the
Fund. The Authorized Participant will be free to negotiate account
fees and brokerage charges with its selected AP Representative. The
Authorized Participant will be responsible to pay all fees and
expenses charged by the AP Representative of its Confidential
Account.
---------------------------------------------------------------------------

    After receipt of a Redemption Order, a Fund's custodian
(``Custodian'') will typically deliver securities to the Confidential
Account with a value approximately equal to the value of the Shares
\21\ tendered for redemption at the Cut-Off time. The Custodian will
make delivery of the securities by appropriate entries on its books and
records transferring ownership of the securities to the AP's
Confidential Account, subject to delivery of the Shares redeemed. The
AP Representative of the Confidential Account will in turn liquidate
the securities based on instructions from the AP. The AP Representative
will pay the liquidation proceeds net of expenses plus or minus any
cash Balancing Amount to the AP through DTC. The redemption securities
that the Confidential Account receives are expected to mirror the
portfolio holdings of a Fund pro rata. To the extent a Fund distributes
portfolio securities through an in-kind distribution to more than one
Confidential Account for the benefit of the accounts' respective APs,
each Fund expects to distribute a pro rata portion of the portfolio
securities selected for distribution to each redeeming AP.
---------------------------------------------------------------------------

    \21\ If the NAV of the Shares redeemed differs from the value of
the securities delivered to the applicable Confidential Account, the
applicable Fund will receive or pay a cash Balancing Amount to
compensate for the difference between the value of the securities
delivered and the NAV.
---------------------------------------------------------------------------

    If the AP would receive a security that it is restricted from
receiving, for example if the AP is engaged in a distribution of the
security, a Fund will deliver cash equal to the value of that security.
APs will provide the AP Representative with a list of restricted
securities applicable to the AP on a daily basis, and a Fund will
substitute cash for those securities in the applicable Confidential
Account.
    The Investment Company will accept a Redemption Order in proper
form. A Redemption Order is subject to acceptance by the Investment
Company and must be preceded or accompanied by an irrevocable
commitment to deliver the requisite number of Shares. At the time of
settlement, an AP will initiate a delivery of the Shares plus or minus
any cash Balancing Amounts, and less the expenses of liquidation.
Surveillance
    The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of Managed Portfolio Shares on the
Exchange during all trading sessions and to deter and detect violations
of Exchange rules and the applicable federal securities laws. Trading
of Managed Portfolio Shares through the Exchange will be subject to the
Exchange's surveillance procedures for derivative products. The
Exchange will require the issuer of each series of Managed Portfolio
Shares, upon initial listing and periodically thereafter, to provide a
representation that it is in compliance with Rule 8.900-E. In addition,
the Exchange will require issuers to represent that they will notify
the Exchange of any failure to comply with the terms of applicable
exemptive and no-action relief. As part of its surveillance procedures,
the Exchange will rely on the foregoing procedures to become aware of
any non-compliance with the requirements of Rule 8.900-E.
    The Exchange will require each issuer of a Fund to represent that
it will advise the Exchange of any failure by a Fund to comply with the
continued listing requirements, and, pursuant to its obligations under
Section 19(g)(1) of the Exchange Act, the Exchange will monitor for
compliance with the continued listing requirements. If a Fund is not in
compliance with the applicable listing requirements, the Exchange will
commence delisting proceedings under Exchange Rule 5.5-E(m).
    Specifically, the Exchange will implement real-time surveillances
that monitor for the continued dissemination of the VIIV. The Exchange
will also have surveillances designed to alert Exchange personnel where
shares of a series of Managed Portfolio Shares are trading away from
the VIIV. As noted in proposed Rule 8.900-E(b)(3), the Investment
Company's investment adviser will upon request make available to the
Exchange and/or FINRA, on behalf of the Exchange, the daily portfolio
holdings of each series of Managed Portfolio Shares. The Exchange
believes that this is appropriate because it will provide the Exchange
or FINRA, on behalf of the Exchange, with access to the daily portfolio
holdings of any series of Managed Portfolio Shares upon request on an
as needed basis. The Exchange believes that the ability to access the
information on an as needed basis will provide it with sufficient
information to perform the necessary regulatory functions associated
with listing and trading series of Managed Portfolio Shares on the
Exchange, including the ability to monitor compliance with the initial
and continued listing requirements as well as the ability to surveil
for manipulation of the shares.
    The Exchange notes that any equity instruments or futures held by a
Fund operating under an exemptive order would trade on markets that are
a member of Intermarket Surveillance Group (``ISG'') or affiliated with
a member of ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.\22\ While future exemptive relief
applicable to Managed Portfolio Shares may expand the investable
universe, the Exchange notes that proposed Rule 8.900-E(b)(1) would
require the Exchange to file separate proposals under Section 19(b) of
the Act before listing and trading any series of Managed Portfolio
Shares and such proposal would describe the investable universe for any
such series of Managed Portfolio Shares along with the Exchange's
surveillance procedures applicable to such series.
---------------------------------------------------------------------------

    \22\ For a list of the current members of ISG, see
www.isgportal.com. The Exchange notes that cash equivalents may
trade on markets that are members of ISG or with which the Exchange
has in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    FINRA, on behalf of the Exchange, or the regulatory staff of the
Exchange, or both, will communicate as needed regarding trading in the
Shares, underlying exchange-traded instruments with other markets and
other entities that are members of the Intermarket Surveillance Group
(``ISG''), and FINRA, on behalf of the Exchange, or the regulatory
staff of the Exchange, or both, may obtain trading information
regarding trading such securities from such markets and other entities.
In addition, the Exchange may obtain information regarding trading in
the Shares, underlying exchange-traded instruments from other markets
and other entities that are members of ISG or with which the Exchange
has in place a comprehensive surveillance sharing agreement.

    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Trading Halts
    As proposed above, the Exchange may consider all relevant factors
in exercising its discretion to halt trading in a series of Managed
Portfolio Shares. Trading may be halted because of market conditions or
for reasons that, in the view of the Exchange, make trading in the
series of Managed Portfolio Shares inadvisable. These may include: (1)
The extent to which trading is not occurring in the securities and/or
the financial instruments comprising the portfolio; or (2) whether
other unusual conditions or circumstances detrimental to the
maintenance of a fair and orderly market are present. Additionally, the
Exchange would halt trading as soon as practicable where the Exchange
becomes aware that: (1) The VIIV of a series of Managed Portfolio
Shares is not being calculated or disseminated in one second intervals,
as required; (2) the net asset value with respect to a series of
Managed Portfolio Shares is not disseminated to all market participants
at the same time; (3) the holdings of a series of Managed Portfolio
Shares are not made available on at least a quarterly basis as required
under the 1940 Act; or (4) such holdings are not made available to all
market participants at the same time, (except as otherwise permitted
under a currently applicable exemptive order or no-action relief
granted by the Commission or Commission staff to the Investment Company
with respect to the series of Managed Portfolio Shares) (collectively,
``Availability of Information Halts''). The Exchange would halt trading
in such series of Managed Portfolio Shares until such time as the VIIV,
the NAV, or the holdings are available, as required.
Availability of Information
    As noted above, Form N-PORT requires reporting of a fund's complete
portfolio holdings on a position-by-position basis on a quarterly basis
within 60 days after fiscal quarter end. Investors can obtain a fund's
Statement of Additional Information, its Shareholder Reports, its Form
N-CSR, filed twice a year, and its Form N-CEN, filed annually. A fund's
SAI and Shareholder Reports are available free upon request from the
Investment Company, and those documents and the Form N-PORT, Form N-
CSR, and Form N-CEN may be viewed on-screen or downloaded from the
Commission's website at www.sec.gov.
    Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's closing price and trading volume
information for the Shares will be published daily in the financial
section of newspapers. Quotation and last sale information for the
Shares will be available via the Consolidated Tape Association
(``CTA'') high-speed line. In addition, the VIIV, as defined in
proposed Rule 8.900-E(c)(2), will be widely disseminated by the
Reporting Authority and/or one or more major market data vendors in one
second intervals during the Exchange's Core Trading Session.
Trading Rules
    The Exchange deems Managed Portfolio Shares to be equity
securities, thus rendering trading in the Shares subject to the
Exchange's existing rules governing the trading of equity securities.
Managed Portfolio Shares will trade on the Exchange only during the
trading hours specified in Rule 7.34-E(a). As provided in NYSE Arca
Rule 7.6-E, the minimum price variation (``MPV'') for quoting and entry
of orders in equity securities traded on the NYSE Arca Marketplace is
$0.01, with the exception of securities that are priced less than $1.00
for which the MPV for order entry is $0.0001.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
ETP Holders in an Information Bulletin (``Bulletin'') of the special
characteristics and risks associated with trading the Shares.
Specifically, the Bulletin will discuss the following: (1) The
procedures for purchases and redemptions of Shares; (2) NYSE Arca Rule
9.2-E(a), which imposes a duty of due diligence on its ETP Holders to
learn the essential facts relating to every customer prior to trading
the Shares; (3) how information regarding the VIIV is disseminated; (4)
the requirement that ETP Holders deliver a prospectus to investors
purchasing newly issued Shares prior to or concurrently with the
confirmation of a transaction; (5) trading information; and (6) that
the portfolio holdings of the Shares are not disclosed on a daily
basis.
    In addition, the Bulletin will reference that Funds are subject to
various fees and expenses described in the Registration Statement. The
Bulletin will discuss any exemptive, no-action, and interpretive relief
granted by the Commission from any rules under the Act. The Bulletin
will also disclose that the NAV for the Shares will be calculated after
4:00 p.m., E.T. each trading day.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\23\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\24\ in particular, in that it
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78f(b).
    \24\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that proposed Rule 8.900-E is designed to
prevent fraudulent and manipulative acts and practices in that the
proposed rules relating to listing and trading of Managed Portfolio
Shares provide specific initial and continued listing criteria required
to be met by such securities. Proposed Rule 8.900-E(d) sets forth
initial and continued listing criteria applicable to Managed Portfolio
Shares. Proposed Rule 8.900-E(d)(1)(A) provides that, for each series
of Managed Portfolio Shares, the Exchange will establish a minimum
number of Managed Portfolio Shares required to be outstanding at the
time of commencement of trading. In addition, proposed Rule 8.900-
E(d)(1)(B) provides that the Exchange will obtain a representation from
the Investment Company that issues each series of Managed Portfolio
Shares that the NAV per share for the series will be calculated daily
and that the NAV will be made available to all market participants at
the same time.\25\ Proposed Rule 8.900-E(d)(2) provides that each
series of Managed Portfolio Shares will be listed and traded subject to
application of the specified continued listing criteria, as described
above. Proposed Rule 8.900-E(d)(2)(A) provides that the VIIV for
Managed Portfolio Shares will be widely disseminated by the Reporting
Authority and/or one or more major market data vendors in one second
intervals during the Exchange's Core Trading Session, and will be
disseminated to all market participants

at the same time. Proposed Rule 8.900-E(d)(2)(B) provides that the
Exchange will consider the suspension of trading in, and will commence
delisting proceedings under Rule 5.5-E(m) for, a series of Managed
Portfolio Shares under any of the following circumstances: (a) If,
following the initial twelve-month period after commencement of trading
on the Exchange of a series of Managed Portfolio Shares, there are
fewer than 50 beneficial holders of the series of Managed Portfolio
Shares; (b) if the Exchange has halted trading in a series of Managed
Portfolio Shares because the Verified Intraday Indicative Value is
interrupted pursuant to Rule 8.900-E(d)(2)(C)(ii) and such interruption
persists past the trading day in which it occurred or is no longer
available; (c) if the Exchange has halted trading in a series of
Managed Portfolio Shares because the net asset value with respect to
such series of Managed Portfolio Shares is not disseminated to all
market participants at the same time, the holdings of such series of
Managed Portfolio Shares are not made available on at least a quarterly
basis as required under the 1940 Act, or such holdings are not made
available to all market participants at the same time pursuant to Rule
8.900-E(d)(2)(C)(ii) and such issue persists past the trading day in
which it occurred; (d) if the Exchange has halted trading in a series
of Managed Portfolio Shares pursuant to Rule 8.900-E(d)(2)(C)(i), such
issue persists past the trading day in which it occurred; (e) if the
Investment Company issuing the Managed Portfolio Shares has failed to
file any filings required by the Commission or if the Exchange is aware
that the Investment Company is not in compliance with the conditions of
any currently applicable exemptive order or no-action relief granted by
the Commission or Commission staff to the Investment Company with
respect to the series of Managed Portfolio Shares; (f) if any of the
continued listing requirements set forth in Rule 8.900-E are not
continuously maintained; (g) if any of the statements or
representations regarding (a) the description of the portfolio, (b)
limitations on portfolio holdings, or (c) the applicability of Exchange
listing rules, specified in the Exchange's rule filing pursuant to
Section 19(b) of the Securities Exchange Act of 1934 to permit the
listing and trading of a series of Managed Portfolio Shares, are not
continuously maintained; or (h) if such other event shall occur or
condition exists which, in the opinion of the Exchange, makes further
dealings on the Exchange inadvisable. Proposed Rule 5.900-E(d)(2)(C)(i)
provides that the Exchange may consider all relevant factors in
exercising its discretion to halt trading in the series of Managed
Portfolio Shares. Trading may be halted because of market conditions or
for reasons that, in the view of the Exchange, make trading in the
series of Managed Portfolio Shares inadvisable. These may include: (a)
The extent to which trading is not occurring in the securities and/or
the financial instruments composing the portfolio; or (b) whether other
unusual conditions or circumstances detrimental to the maintenance of a
fair and orderly market are present.
---------------------------------------------------------------------------

    \25\ Proposed Rule 8.900-E(d)(2)(C)(ii) provides that if the
Exchange becomes aware that the NAV with respect to a series of
Managed Portfolio Shares is not disseminated to all market
participants at the same time, it will halt trading in such series
until such time as the NAV is available to all market participants
at the same time.
---------------------------------------------------------------------------

    Proposed Rule 8.900-E(d)(2)(C)(ii) provides that, if the Exchange
becomes aware that: (a) The VIIV of a series of Managed Portfolio
Shares is not being calculated or disseminated in one second intervals,
as required; (b) the net asset value with respect to a series of
Managed Portfolio Shares is not disseminated to all market participants
at the same time; (c) the holdings of a series of Managed Portfolio
Shares are not made available on at least a quarterly basis as required
under the 1940 Act; or (d) such holdings are not made available to all
market participants at the same time (except as otherwise permitted
under the currently applicable exemptive order or no-action relief
granted by the Commission or Commission staff to the Investment Company
with respect to the series of Managed Portfolio Shares), it will halt
trading in such series until such time as the VIIV, the net asset
value, or the holdings are available, as required. Proposed Rule 8.900-
E(d)(2)(D) provides that, upon termination of an Investment Company,
the Exchange requires that Managed Portfolio Shares issued in
connection with such entity be removed from Exchange listing. Proposed
Rule 8.900-E(d)(2)(E) provides that voting rights shall be as set forth
in the applicable Investment Company prospectus and/or Statement of
Additional Information. The Exchange also notes that pursuant to its
exemptive order, an issuer must comply with Regulation Fair Disclosure,
which prohibits selective disclosure of any material non-public
information, which otherwise do not apply to issuers of Managed Fund
Shares.
    Proposed Rule 8.900-E(b)(4) provides that, if the investment
adviser to the Investment Company issuing Managed Portfolio Shares is
registered as a broker-dealer or is affiliated with a broker-dealer,
such investment adviser will erect and maintain a ``fire wall'' between
the investment adviser and personnel of the broker-dealer or broker-
dealer affiliates, as applicable, with respect to access to information
concerning the composition of and/or changes to such Investment Company
portfolio and/or the Creation Basket. Any person related to the
investment adviser or Investment Company who makes decisions pertaining
to the Investment Company's portfolio composition or has access to
information regarding the Investment Company's portfolio composition or
changes thereto or the Creation Basket must be subject to procedures
designed to prevent the use and dissemination of material non-public
information regarding the applicable Investment Company portfolio or
changes thereto or the Creation Basket. Proposed Rule 8.900-E(b)(5)
provides that, any person or entity, including an AP Representative,
custodian, Reporting Authority, distributor, or administrator, who has
access to non-public information regarding the Investment Company's
portfolio composition or changes thereto or the Creation Basket, must
be subject to procedures reasonably designed to prevent the use and
dissemination of material non-public information regarding the
applicable Investment Company portfolio or changes thereto or the
Creation Basket. Moreover, if any such person or entity is registered
as a broker-dealer or affiliated with a broker-dealer, such person or
entity will erect and maintain a ``fire wall'' between the person or
entity and the broker-dealer with respect to access to information
concerning the composition and/or changes to such Investment Company
portfolio or Creation Basket.
    The Exchange believes that these proposed rules are designed to
prevent fraudulent and manipulative acts and practices related to the
listing and trading of Managed Portfolio Shares because they provide
meaningful requirements about both the data that will be made publicly
available about the Shares as well as the information that will only be
available to certain parties and the controls on such information.
Specifically, the Exchange believes that the requirements related to
information protection enumerated under proposed Rule 8.900-E(b)(5)
will act as a strong safeguard against any misuse and improper
dissemination of non-public information related to a Fund's portfolio
composition, the Creation Basket, or changes thereto. The requirement
that any person or entity implement procedures reasonably designed to
prevent the use and dissemination of material non-public information
regarding the portfolio or

Creation Basket will act to prevent any individual or entity from
sharing such information externally and the internal ``fire wall''
requirements applicable where an entity is a registered broker-dealer
or affiliated with a broker-dealer will act to make sure that no entity
will be able to misuse the data for their own purpose. As such, the
Exchange believes that this proposal is designed to prevent fraudulent
and manipulative acts and practices.
    The Exchange, after consulting with various LMMs that trade ETFs on
the Exchange, believes that market makers will be able to make
efficient and liquid markets priced near the VIIV, as long as market
makers have knowledge of a Fund's means of achieving its investment
objective, even without daily disclosure of a fund's underlying
portfolio. The Exchange believes that market makers will employ risk-
management techniques to make efficient markets in exchange traded
products. This ability should permit market makers to make efficient
markets in shares without knowledge of a fund's underlying portfolio.
    The Exchange understands that traders use statistical analysis to
derive correlations between different sets of instruments to identify
opportunities to buy or sell one set of instruments when it is
mispriced relative to the others. For Managed Portfolio Shares, market
makers utilizing statistical arbitrage use the knowledge of a fund's
means of achieving its investment objective, as described in the
applicable fund registration statement, to construct a hedging proxy
for a fund to manage a market maker's quoting risk in connection with
trading fund shares. Market makers will then conduct statistical
arbitrage between their hedging proxy (for example, the Russell 1000
Index) and shares of a fund, buying and selling one against the other
over the course of the trading day. Eventually, at the end of each day,
they will evaluate how their proxy performed in comparison to the price
of a fund's shares, and use that analysis as well as knowledge of risk
metrics, such as volatility and turnover, to enhance their proxy
calculation to make it a more efficient hedge.
    Market makers have indicated to the Exchange that there will be
sufficient data to run a statistical analysis which will lead to
spreads being tightened substantially around the VIIV. This is similar
to certain other existing exchange-traded products (for example, ETFs
that invest in foreign securities that do not trade during U.S. trading
hours), in which spreads may be generally wider in the early days of
trading and then narrow as market makers gain more confidence in their
real-time hedges.
    The LMMs also indicated that, as with some other new exchange-
traded products, spreads would tend to narrow as market makers gain
more confidence in the accuracy of their hedges and their ability to
adjust these hedges in real-time relative to the published VIIV and
gain an understanding of the applicable market risk metrics such as
volatility and turnover, and as natural buyers and sellers enter the
market. Other relevant factors cited by LMMs were that a fund's
investment objectives are clearly disclosed in the applicable
prospectus, the existence of quarterly portfolio disclosure and the
ability to create shares in creation unit size or redeem in redemption
unit size through an AP.
    The real-time dissemination of a Fund's VIIV together with the
right of APs to create and redeem each day at the NAV will be
sufficient for market participants to value and trade Shares in a
manner that will not lead to significant deviations between the Shares'
bid/ask price and NAV.
    The pricing efficiency with respect to trading a series of Managed
Portfolio Shares will generally rest on the ability of market
participants to arbitrage between the Shares and a fund's portfolio, in
addition to the ability of market participants to assess a fund's
underlying value accurately enough throughout the trading day in order
to hedge positions in shares effectively. Professional traders can buy
Shares that they perceive to be trading at a price less than that which
will be available at a subsequent time, and sell Shares they perceive
to be trading at a price higher than that which will be available at a
subsequent time. It is expected that, as part of their normal day-to-
day trading activity, market makers assigned to Shares by the Exchange,
off-exchange market makers, firms that specialize in electronic
trading, hedge funds and other professionals specializing in short-
term, non-fundamental trading strategies will assume the risk of being
``long'' or ``short'' shares through such trading and will hedge such
risk wholly or partly by simultaneously taking positions in correlated
assets \26\ or by netting the exposure against other, offsetting
trading positions--much as such firms do with existing ETFs and other
equities. Disclosure of a fund's investment objective and principal
investment strategies in its prospectus and SAI, along with the
dissemination of the VIIV in one second intervals, should permit
professional investors to engage easily in this type of hedging
activity.\27\
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    \26\ Price correlation trading is used throughout the financial
industry. It is used to discover both trading opportunities to be
exploited, such as currency pairs and statistical arbitrage, as well
as for risk mitigation such as dispersion trading and beta hedging.
These correlations are a function of differentials, over time,
between one or multiple securities pricing. Once the nature of these
price deviations have been quantified, a universe of securities is
searched in an effort to, in the case of a hedging strategy,
minimize the differential. Once a suitable hedging basket has been
identified, a trader can minimize portfolio risk by executing the
hedging basket. The trader then can monitor the performance of this
hedge throughout the trade period, making corrections where
warranted.
    \27\ With respect to trading in the Shares, market participants
would manage risk in a variety of ways. It is expected that market
participants will be able to determine how to trade Shares at levels
approximating the VIIV without taking undue risk by gaining
experience with how various market factors (e.g., general market
movements, sensitivity of the VIIV to intraday movements in interest
rates or commodity prices, etc.) affect VIIV, and by finding hedges
for their long or short positions in Shares using instruments
correlated with such factors. Market participants will likely
initially determine the VIIV's correlation to a major large
capitalization equity benchmark with active derivative contracts,
such as the Russell 1000 Index, and the degree of sensitivity of the
VIIV to changes in that benchmark. For example, using hypothetical
numbers for illustrative purposes, market participants should be
able to determine quickly that price movements in the Russell 1000
Index predict movements in a Fund's VIIV 95% of the time (an
acceptably high correlation) but that the VIIV generally moves
approximately half as much as the Russell 1000 Index with each price
movement. This information is sufficient for market participants to
construct a reasonable hedge--buy or sell an amount of futures,
swaps or ETFs that track the Russell 1000 equal to half the opposite
exposure taken with respect to Shares. Market participants will also
continuously compare the intraday performance of their hedge to a
Fund's VIIV. If the intraday performance of the hedge is correlated
with the VIIV to the expected degree, market participants will feel
comfortable they are appropriately hedged and can rely on the VIIV
as appropriately indicative of a Fund's performance.
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    With respect to trading of the Shares, the ability of market
participants to buy and sell Shares at prices near the VIIV is
dependent upon their assessment that the VIIV is a reliable, indicative
real-time value for a Fund's underlying holdings. Market participants
are expected to accept the VIIV as a reliable, indicative real-time
value because (1) the VIIV will be calculated and disseminated based on
a Fund's actual portfolio holdings, (2) the securities in which a Fund
plans to invest are generally highly liquid and actively traded and
therefore generally have accurate real time pricing available, and (3)
market participants will have a daily opportunity to evaluate whether
the VIIV at or near the close of trading is indeed predictive of the
actual NAV.
    In a typical index-based ETF, it is standard for APs to know what
securities must be delivered in a creation or will be received in a

redemption. For Managed Portfolio Shares, however, APs do not need to
know the securities comprising the portfolio of a Fund since creations
and redemptions are handled through the Confidential Account mechanism.
In-kind creations and redemptions through a Confidential Account are
expected to preserve the integrity of the active investment strategy
and reduce the potential for ``free riding'' or ``front-running,''
while still providing investors with the advantages of the ETF
structure.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Exchange will obtain a representation from the Investment
Company that issues each series of Managed Portfolio Shares that the
NAV per share of a fund will be calculated daily and that the NAV will
be made available to all market participants at the same time.
Investors can also obtain a fund's Statement of Additional Information,
its Shareholder Reports, its Form N-CSR, filed twice a year, and its
Form N-CEN, filed annually. A fund's SAI and Shareholder Reports are
available free upon request from the Investment Company, and those
documents and the Form N-PORT, Form N-CSR, and Form N-CEN may be viewed
on-screen or downloaded from the Commission's website at www.sec.gov.
In addition, a large amount of information will be publicly available
regarding the Funds and the Shares, thereby promoting market
transparency. Quotation and last sale information for the Shares will
be available via the CTA high-speed line. Information regarding the
VIIV will be widely disseminated in one second intervals throughout the
Core Trading Session by the Reporting Authority and/or one or more
major market data vendors. The website for each Fund will include a
form of the prospectus for the Fund that may be downloaded, and
additional data relating to NAV and other applicable quantitative
information, updated on a daily basis. Moreover, prior to the
commencement of trading, the Exchange will inform its members in an
Information Bulletin of the special characteristics and risks
associated with trading the Shares.
    The Exchange further believes that the proposal is designed to
prevent fraudulent and manipulative acts and practices related to the
listing and trading of Managed Portfolio Shares and to promote just and
equitable principles of trade and to protect investors and the public
interest in that the Exchange would halt trading under certain
circumstances under which trading in the shares of a Fund may be
inadvisable. Specifically, the Exchange may consider all relevant
factors in exercising its discretion to halt trading in a series of
Managed Portfolio Shares. Trading may be halted because of market
conditions or for reasons that, in the view of the Exchange, make
trading in the series of Managed Portfolio Shares inadvisable. These
may include: (a) The extent to which trading is not occurring in the
securities and/or the financial instruments composing the portfolio; or
(b) whether other unusual conditions or circumstances detrimental to
the maintenance of a fair and orderly market are present. Additionally,
the Exchange would halt trading as soon as practicable where the
Exchange becomes aware that: (a) The VIIV of a series of Managed
Portfolio Shares is not being calculated or disseminated in one second
intervals, as required; (b) the net asset value with respect to a
series of Managed Portfolio Shares is not disseminated to all market
participants at the same time; (c) the holdings of a series of Managed
Portfolio Shares are not made available on at least a quarterly basis
as required under the 1940 Act; or (d) such holdings are not made
available to all market participants at the same time, (except as
otherwise permitted under a currently applicable exemptive order or no-
action relief granted by the Commission or Commission staff to the
Investment Company with respect to the series of Managed Portfolio
Shares). The Exchange would halt trading in such series of Managed
Portfolio Shares until such time as the VIIV, the NAV, or the holdings
are available, as required.
    The Exchange is proposing to retain discretion to halt trading in a
series of Managed Portfolio Shares based on market conditions or where
the Exchange determines that trading in such series is inadvisable
(each a ``Discretionary Halt'') and is also proposing the four
Availability of Information Halts described above. The Exchange
believes that retaining discretion to implement a Discretionary Halt as
specified is consistent with the Act. The proposed rule retaining
discretion related to halts is designed to ensure the maintenance of a
fair and orderly market and protect investors and the public interest
in that it provides the Exchange with the ability to halt when it
determines that trading in the shares is inadvisable. This could be
based on the Exchange's own analysis of market conditions being
detrimental to a fair and orderly market and/or information provided by
the Investment Company or its agent. There are certain circumstances
related to the trading and dissemination of information related to the
underlying holdings of a series of Managed Portfolio Shares, such as
the extent to which trading is not occurring in the securities and/or
financial instruments composing the portfolio, that the Exchange may
not be in a position to know or become aware of as expeditiously as the
Investment Company or its agent. There are certain circumstances where
the Investment Company or its agent may request that the Exchange halt
trading in the applicable series of Managed Portfolio Shares. Upon
receipt of information and/or a request from the Investment Company,
the Exchange would consider the information and/or circumstances
leading to the request as well as other factors both specific to such
issue of Managed Portfolio Shares and the broader market in determining
whether trading in the series of Managed Portfolio Shares is
inadvisable and that halting trading is necessary in order to maintain
a fair and orderly market. As such, the Exchange believes that the
proposal to provide the Exchange with discretion to implement a
Discretionary Halt is consistent with the Act.
    The Exchange believes that the proposed Availability of Information
Halts to halt trading in shares of a series of Managed Portfolio Shares
are consistent with the Act because: (i) The Commission has already
determined that the requirement that the VIIV be disseminated every
second is appropriate; (ii) the other Availability of Information Halts
are generally consistent with and designed to address the same concerns
about asymmetry of information that Rule 8.600-E(d)(2)(D) related to
trading halts in Managed Fund Shares \28\ is intended to address,

specifically that the availability of such information is intended to
reduce the potential for manipulation and help ensure a fair and
orderly market in Managed Portfolio Shares;\29\ and (iii) the quarterly
disclosure of portfolio holdings is a fundamental component of Managed
Portfolio Shares that allows market participants to better understand
the strategy of the funds and to monitor how closely trading in the
funds is tracking the value of the underlying portfolio and when such
information is not being disclosed as required, trading in the shares
is inadvisable and it is necessary and appropriate to halt trading. The
Exchange notes, however, that an Investment Company that issues Managed
Portfolio Shares will still be subject to Rule 5.2-E(b), which requires
that an ``Issuer with securities listed under Rule 5.2-E or Rule 8-E
must provide the Exchange with prompt notification after the issuer
becomes aware of any noncompliance by the issuer with the applicable
continued listing requirements of Rule 5.2-E, Rule 5.5-E or Rule 8-E.''
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    \28\ Rule 8.600-E(d)(2)(D) provides that ``If the Portfolio
Indicative Value (as defined in Rule 8.600-E(c)(3)) of a series of
Managed Fund Shares is not being disseminated as required, the
Exchange may halt trading during the day in which the interruption
to the dissemination of the Portfolio Indicative Value occurs. If
the interruption to the dissemination of the Portfolio Indicative
Value persists past the trading day in which it occurred, the
Exchange will halt trading no later than the beginning of the
trading day following the interruption. If a series of Managed Fund
Shares is trading on the Exchange pursuant to unlisted trading
privileges, the Exchange will halt trading in that series as
specified in Rule 7.34-E(a). In addition, if the Exchange becomes
aware that the net asset value or the Disclosed Portfolio with
respect to a series of Managed Fund Shares is not disseminated to
all market participants at the same time, it will halt trading in
such series until such time as the net asset value or the Disclosed
Portfolio is available to all market participants.'' These are
generally consistent with the proposed Availability of Information
Halts, specifically as it relates to whether the NAV or Disclosed
Portfolio is not being made available to all market participants at
the same time.
    \29\ See, e.g., Securities Exchange Act Release No. 80169 (March
7, 2017), 82 FR 13536 (March 13, 2017); Securities Exchange Act
Release Nos. 54739 (November 9, 2006), 71 FR 66993, 66997 (November
17, 2006) (SR-AMEX-2006-78) (approving generic listing standards for
Portfolio Depositary Receipts and Index Fund Shares based on
international or global indexes, and stating that ``the proposed
listing standards are designed to preclude ETFs from becoming
surrogates for trading in unregistered securities'' and that ``the
requirement that each component security underlying an ETF be listed
on an exchange and subject to last-sale reporting should contribute
to the transparency of the market for ETFs'' and that ``by requiring
pricing information for both the relevant underlying index and the
ETF to be readily available and disseminated, the proposal is
designed to ensure a fair and orderly market for ETFs''); 53142
(January 19, 2006), 71 FR 4180, 4186 (January 25, 2006) (SR-NASD-
2006-001) (approving generic listing standards for Index-Linked
Securities and stating that ``[t]he Commission believes that by
requiring pricing information for both the relevant underlying index
or indexes and the Index Security to be readily available and
disseminated, the proposed listing standards should help ensure a
fair and orderly market for Index Securities'').
---------------------------------------------------------------------------

    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of actively-managed exchange-traded product that
will enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, the Exchange has in
place surveillance procedures relating to trading in the Shares and may
obtain information via ISG from other exchanges that are members of ISG
or with which the Exchange has entered into a comprehensive
surveillance sharing agreement. Additionally, any equity instruments or
futures held by a Fund operating under an exemptive order would trade
on markets that are a member of Intermarket Surveillance Group
(``ISG'') or affiliated with a member of ISG or with which the Exchange
has in place a comprehensive surveillance sharing agreement.\30\ While
future exemptive relief applicable to Managed Portfolio Shares may
expand the investable universe, the Exchange notes that proposed Rule
8.900-E(b)(1) would require the Exchange to file separate proposals
under Section 19(b) of the Act before listing and trading any series of
Managed Portfolio Shares and such proposal would describe the
investable universe for any such series of Managed Portfolio Shares
along with the Exchange's surveillance procedures applicable to such
series. In addition, as noted above, investors will have ready access
to information regarding the VIIV and quotation and last sale
information for the Shares.
---------------------------------------------------------------------------

    \30\ The Exchange notes that cash equivalents may trade on
markets that are members of ISG or with which the Exchange has in
place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) of the
Act.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange notes that the
proposed rule change, rather will facilitate the listing and trading of
a new type of actively-managed exchange-traded product that will
enhance competition among both market participants and listing venues,
to the benefit of investors and the marketplace.

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

    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 \31\ and Rule 19b-
4(f)(6) thereunder.\32\
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    \31\ 15 U.S.C. 78s(b)(3)(A).
    \32\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and 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.
The Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \33\ normally
does not become operative for 30 days after the date of the filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\34\ the Commission may
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. The Exchange states that
waiver of the operative delay would allow for the immediate listing and
trading of Managed Portfolio Shares on the Exchange and therefore would
provide issuers with an additional listing and trading venue. The
Commission notes that the proposed rule change is based on and
substantively identical to the rules of the Cboe BZX Exchange, Inc.
(``BZX'') relating to the listing of Managed Portfolio Shares.\35\ For
these reasons, the Commission believes that waiver of the 30-day
operative delay is consistent with the protection of investors and the
public interest. Accordingly, the Commission waives the 30-day
operative delay and designates the proposed rule change operative upon
filing.\36\
---------------------------------------------------------------------------

    \33\ 17 CFR 240.19b-4(f)(6).
    \34\ 17 CFR 240.19b-4(f)(6)(iii).
    \35\ See BZX Rule 14.11(k). See also Securities Exchange Act
Release No. 87759 (December 16, 2019), 84 FR 70223 (December 20,
2019) (SR-CboeBZX-2019-047) (Notice of Filing of Amendment Nos. 4
and 5, and Order Granting Accelerated Approval of a Proposed Rule
Change, as Modified by Amendment Nos. 4 and 5, To Adopt BZX Rule
14.11(k) To Permit the Listing and Trading of Managed Portfolio
Shares).
    \36\ 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).
---------------------------------------------------------------------------

    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.

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_ADDRESS>Please include
File Number SR-NYSEArca-2020-32 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-2020-32. 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-2020-32 and should be submitted
on or before May 12, 2020.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\37\
---------------------------------------------------------------------------

    \37\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-08385 Filed 4-20-20; 8:45 am]
BILLING CODE 8011-01-P